Timing of Disclosures Under SEC Rule 15c2-12
Underwriters must receive the final official statement from the issuer within seven business days after a purchase agreement or its equivalent has been signed. The underwriter in turn must deliver copies within one business day to any investor who requests it. This practice must be continued until the underwriter has provided a copy to the MSRB and until at least 25 days have elapsed (but no more than 90 days) following the end of the underwriting period. The underwriting period ends at the later of the delivery date of the securities (the closing date) or when the entire issue has been sold to the public.
Copies of the official statement must be sent to the MSRB for virtually all new municipal securities issues. Underwriters must also provide the MSRB with copies of any amendments to the official statement up until the 25th day after the settlement of the underwriting. Beyond that, however, there is no explicit obligation to keep the official statement current. Official statements for bond offerings are intended only for use by the underwriters in connection with the bonds’ initial distribution.
Note: Underwriters and agents of