Government Finance Officers Association
1301 Pennsylvania Avenue, NW Suite 309
Washington, D.C. 20004
202.393.8020 fax: 202.393.0780
February 13, 2013
Mr. Ronald W. Smith
Corporate Secretary, Municipal Securities Rulemaking Board
1900 Duke Street, Suite 600
Alexandria, VA 22314
RE:
MSRB Notice 2012-61 - Request for Comment on Concept Proposal to Require Underwriters to
Submit Preliminary Official Statements to the MSRB’s EMMA
Dear Mr. Smith:
The GFOA strongly supports the posting of issuer’s preliminary official statements on EMMA. In our Best
Practices, we encourage issuers to have the POS completed one week before the sale, and to post it on their web
site. We also support having the issuer post the POS on EMMA, and alerted our members to adopt this practice,
following the MSRB’s work to allow and encourage the posting of the POS on EMMA. All of these efforts help
facilitate broad distribution of the information, which in turn assists investor awareness and the selling of the
bonds, especially to retail investors.
While we believe the goals of the Concept Proposal are strong, we would like to suggest the following –
1. As the MSRB is aware, caution needs to be exercised if this concept moves forward into formal
rulemaking to ensure that a proposal does not run afoul with the Tower Amendment. Any requirements
to post information prior to the sale of the bonds, would be problematic for the issuer community.
2. We disagree with the idea of allowing the underwriter to post the POS on EMMA unless they are told not
to do so by the issuer. We believe that instead, the underwriter should NOT post the POS on EMMA
unless they ask and receive confirmation from the issuer that they can post the POS. Again, we are very
supportive of having the POS on EMMA, however, we do think that the authority to do so should remain
with the issuer. We would also suggest developing some type of disclaimer for frequent issuers who have
many different underwriters throughout the year, to be able to issue a blanket statement that any
underwriter working for the jurisdiction may post the POS on EMMA.
3. As we all eagerly await final rulemaking from the SEC on the definition of municipal advisor, there may
be an opportunity in future rulemaking to allow the advisor to post the POS, again as long as the issuer
has granted permission to do. Having an advisor ask the issuer if they may post the POS in competitive
sales would also be useful in order to assist with getting information out into the public domain.
4. Regarding the need for the industry to develop a best practice on the matter, we encourage efforts that
benefit all market participants.
Thank you again for the opportunity to comment. We look forward to discussing this issue with MSRB staff and
leadership in the future.
Sincerely,
//dm//
Dustin McDonald
Director, Federal Liaison Center