SEC Rule 15c2-12: Disclosure Documents
The official statement provides details of the new bond issue and the financial characteristics of the issuer. It must be prepared prior to pricing the issue and kept current until the end of the underwriting period.
The continuing disclosure agreement commits the issuer to provide the MSRB with audited annual financial statements throughout the life of the bonds. It also commits issuers to notify the MSRB within 10 business days of the occurrence of certain material events, such as:
• Principal and interest payment delinquencies
• Defaults
• Rating changes
• Adverse tax opinions that affect the tax-exempt status of the bonds
• Modifications to bondholders’ rights
• Tender offers
•New financial obligations that the issuer takes on, including:
º New debt
º Contractual agreements that could affect the rights of bondholders (e.g., modifying an existing bank loan to add covenants or change the order of priority in bankruptcy)
•Financial difficulties related to the issuer’s financial obligations, such as defaulting on another bond issue or loan
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