Continuing Disclosure Submission in EMMA Municipal Securities Rulemaking Board
advertisement
EMMA – Electronic Municipal Market Access The Official Source for Municipal Disclosures and Market Data Continuing Disclosure Submission in EMMA Municipal Securities Rulemaking Board March 2010 emma.msrb.org About this Webinar The first part of the webinar will: Review key terms that will be used throughout the webinar Walk through the registration process Walk through the confirmation process Explain the invitation process Explain how issuers can designate another user to make submissions on their behalf Explain how an issuer can control entities that submit documents against their securities Take your questions. The second part describes how to submit continuing disclosure information to EMMA. 2 Key Terms MSRB Gateway: The secure access point for all MSRB applications, including the Continuing Disclosure Service of EMMA. Users register in MSRB Gateway. EMMA Dataport: The location for submitting documents to the Continuing Disclosure Service of EMMA. Primary Market Agent: An individual or organization that submits official statements and other disclosure documents, and indexing information on behalf of an underwriter of newly issued municipal securities. Secondary Market Agent: An individual or organization that submits continuing disclosure documents and indexing information and on behalf of an existing issuer and/or obligated persons on existing municipal securities. Registered User: A user that has an account with the MSRB. 3 Key Terms Registered Dealer Firm: A municipal securities dealer firm that has registered with the MSRB pursuant to MSRB Rule A-12. Confirmed User: A Registered User whose identity has been verified by an appropriate party. Verification may be by another confirmed user or by the MSRB based on documentation submitted by the user seeking to be confirmed. (Any user associated with Registered Dealer is automatically Confirmed User). Unconfirmed User: A Registered User in MSRB Gateway whose identity has not been confirmed by an appropriate party. 4 Key Terms Inviter: A Registered User that has extended an invitation via MSRB Gateway to a new user to submit continuing disclosure documents. Invitee: An user who has received an invitation from an inviter to register with the MSRB to submit continuing disclosure documents. Controlled CUSIPS: CUSIP numbers that Confirmed Users have identified as belonging to them and under their control, allowing issuers to restrict submission of continuing disclosure documents associated with securities. EMMA sends an e-mail to an issuer when any user makes a continuing disclosure submission against its controlled CUSIPs. 5 Continuing Disclosure Registration All new users to MSRB Gateway must register to make continuing disclosure submissions. Municipal securities issuers, obligated persons and secondary agents must: Create and account in MSRB Gateway Select submission role(s) Accept the terms and conditions for making continuing disclosure submissions. Continuing Disclosure Registration Issuers DO NOT need to register if: Continuing disclosure submissions are being handled by an existing designated agent The issuer does not elect to control their securities and agent designations through EMMA. Continuing Disclosure Registration If you are a municipal securities dealer or primary market agent: You already have an account in MSRB Gateway However you must be granted EMMA secondary market submission account access rights and, You also must accept the terms and conditions 8 Continuing Disclosure Registration Users can access the registration page from MSRB Homepage or EMMA Dataport. 9 Continuing Disclosure Registration Step 1: Enter your e-mail address. 10 Continuing Disclosure Registration Steps 2 & 3: Enter your user and organization information. 11 Continuing Disclosure Registration Step 4: Select Continuing Disclosure Role(s) 12 Continuing Disclosure Registration Step 5: Confirmation - Electronic If confirming electronically enter the email address of a confirmed MSRB Gateway user. If email address entered is not registered in MSRB Gateway it will not be accepted. If confirming manually bypass the email address and click “Next” to print a manual confirmation document. 13 Continuing Disclosure Registration Step 6: Verify the user/organization information and submit the request. 14 Continuing Disclosure Registration After the electronic request is submitted, the new user will receive an MSRB Gateway systemgenerated email containing log-in information. The email provides: • a link to retrieve a password that will be used upon initial log-in • a system generated user-id • a confirmation number At this point the new user is registered with MSRB and can follow the link in the email and log into Gateway. 15 Continuing Disclosure Registration Click on the link in the email to retrieve the password. Enter the user id from the email and submit. 16 Continuing Disclosure Registration After the request is submitted, the screen that follows will inform the user that their password will be emailed to them. The screen will also have a button that will direct the user to the Gateway login screen. 17 Continuing Disclosure Registration After clicking on the button and retrieving the password, the user can log into Gateway and start the confirmation process. 18 Confirmation Process Users will want to get confirmed because: It will show that their identity was validated by a registered user in Gateway or by the MSRB. Submissions made on EMMA will be validated by the fact that the user is confirmed (submissions made by an unconfirmed user will be flagged as unconfirmed on EMMA). A detailed step by step process of how to get confirmed can be found on the Dataport landing page 19 Confirmation Process There are two ways that a user can get confirmed: • Electronically - the user will provide Gateway with the email address of a confirmed user • Manually – the user will mail a Gateway generated confirmation document along with either a letter requesting confirmation, or IRS tax form 8038 20 Confirmation Process (Electronic) The confirmed user will receive an email notification that a user is requesting confirmation. The email will include: the name of the person and organization requesting confirmation a confirmation number submission role that the unconfirmed user will assume and a link that will direct the user to the Gateway page to view pending request(s) 21 Confirmation Process (Electronic) The confirmed user can view pending confirmation requests by clicking on the link in the email or by navigating to the MSRB Gateway main menu and clicking on the “Manage Continuing Disclosure Requests” link. Pending confirmation requests will be displayed and can be confirmed. 22 Confirmation Process (Electronic) After confirming a pending request, the following screen will be displayed. The user that was just confirmed will receive an email stating that their organization is confirmed. 23 Pending Electronic Confirmations A new user can view confirmations that are awaiting verification by navigating to the MSRB Gateway main menu and clicking on the link entitled “Add/Remove Roles for Continuing Disclosure Service.” 24 Pending Electronic Confirmations After clicking on the link, confirmation requests that are awaiting verification will be displayed. The user can reinitiate pending confirmations by clicking on the “Reinitiate Confirmation” button. 25 View and Reinitiate Pending Electronic Confirmations Enter an email address for electronic confirmation, or click on “Print Confirmation Number” to generate document for manual confirmation. 26 Confirmation Process (Manual) Step 5: Manual Confirmation If confirming manually, leave email address blank and click next. 27 Confirmation Process (Manual) Confirm the user and company information. Click on “Submit” to generate the confirmation document. 28 Confirmation Process (Manual) See confirmation options and instructions in the system-generated manual confirmation document. Click “Print” to print the system-generated confirmation document. Print the confirmation document, along with documentation required for the option selected, and mail to the MSRB. 29 Confirmation Process (Manual) Confirmation document for manual submission 30 Completion of Confirmation Process The electronic confirmation process is complete when a confirmed user verifies a user’s request for confirmation. The manual confirmation process is complete when MSRB receives the manual confirmation document, along with the required items specified in the document. The confirmation process ends when MSRB verifies the user. 31 Continuing Disclosure Invitation The invitation process involves a user inviting another user to make continuing disclosure submissions. The inviter will indentify an invitee and send an invitation to this person. If the invitee is registered and confirmed no further action is needed. If the invitee is registered and not confirmed the inviter has the option to confirm this person. If the invitee is not registered they will receive an invitation to get registered upon receiving an invitation from the inviter. Continuing Disclosure Invitation A registered MSRB Gateway user may invite another user to make continuing disclosure submissions. From the MSRB Gateway main menu, the inviter will click on the “Manage Continuing Disclosure Requests” link. 33 Continuing Disclosure Invitation Enter e-mail address of the invitee and click on “Invite for Continuing Disclosure.” 34 Invitation Process Enter the company name and the continuing disclosure submitter role for the invitee. Click “Send Invitation.” 35 Continuing Disclosure Invitation If the invitee is confirmed, the screen below will display the user’s registration and confirmation status and the role(s) that the user will assume. No further action is needed. 36 Continuing Disclosure Invitation If the invitee is registered but not confirmed, the screen below will display the role(s) assigned and state that the user is unconfirmed. If the inviter is confirmed, he may opt to confirm the invitee by clicking on the button “Confirm this User.” 37 Continuing Disclosure Invitation If the invitee is not registered, after entering the organization name and assigning a role, the screen will display that the user is not registered. The inviter will click on “Send invitation” to invite the user to register. 38 Continuing Disclosure Invitation After the invitation is sent, the invitee will receive an e-mail that: Identifies the inviter Includes a link to accept/decline invitation Includes an invitation code to be used when registering 39 Continuing Disclosure Invitation After clicking on the link the user will be directed to Step 1 of the registration page. The email address and confirmation code will be pre-populated. Click “Next” to continue with the registration process. 40 Continuing Disclosure Invitation After the invitee goes through the registration process: If the inviter is confirmed, the invitee will automatically be confirmed If the inviter is not confirmed, the invitee can elect to get confirmed electronically or manually 41 Designation Process and Security Control Users on EMMA can utilize the designation and control feature. • The designation feature will allow a user to designate another user to submit continuing disclosure documents on their behalf. • The control feature will allow issuers to control which agents can make submissions against their securities. 42 Designation Process and Security Control Designation and control features are performed on EMMA’s Submission Control Dashboard. Designation - Confirmed issuers can designate agents and obligated persons to make continuing disclosure submissions - Agents can designate a service provider to make continuing disclosure submissions Control - Confirmed issuers can control which agents submit against their securities 43 Submission Control Dashboard The Submission Control Dashboard can be accessed from the Continuing Disclosure Submission section of the EMMA Dataport. 44 Continuing Disclosure Agent Designation Only confirmed issuers can designate an agent(s) to make continuing disclosure submissions. Select the “Designated Agent Management” tab and enter the agent’s email address. 45 Continuing Disclosure Agent Designation If the agent is a registered user in MSRB Gateway, the email address will reconcile and the issuer will be asked to save the relationship. 46 Continuing Disclosure Agent Designation After the relationship is saved, the agent will be recognized as a designated agent for the issuer. By virtue of the issuer being confirmed, the agent will automatically be confirmed. 47 Continuing Disclosure Agent Designation If the designated agent is not registered in MSRB Gateway, the issuer can save the relationship. The designation status will be pending until the agent registers. 48 Continuing Disclosure Agent Designation After the issuer saves the relationship, an email will be sent to the agent with instructions on how to register. After the agent registers, their confirmation status will be pending until they are confirmed. The agent can still post submissions, however the submissions will be flagged as unconfirmed. The business day following confirmation, the agent will no longer be in pending status and submissions will no longer be flagged as unconfirmed. 49 Continuing Disclosure Agent Designation An issuer can see the status of agents they have designated. An issuer can revoke an agent designation at anytime. 50 Continuing Disclosure Service Provider Designation This feature only applies to agents who wish to designate a service provider to submit continuing disclosure documents on their behalf. Any agent can designate a service provider to submit continuing disclosure documents. From the submission control dashboard select “Service Provider Management” and enter the email address of a service provider. 51 Continuing Disclosure Service Provider Designation Follow the same steps that an issuer will follow when designating an agent. 52 Continuing Disclosure Service Provider Designation If an agent is confirmed the service provider will automatically be confirmed (if not already confirmed). Although an agent is unconfirmed, the service provider may already be confirmed or can get confirmed on their own. 53 Continuing Disclosure Obligated Person Designation This option will only be used by Issuers to track obligated persons that they have designated to make submissions. Only a confirmed issuer can designate an obligated person. Currently the only purpose of this function is to invite an unregistered obligated person to register for continuing disclosure submissions. 54 Continuing Disclosure Obligated Person Designation Designation is not a factor in the submission process. At this time any obligated person (whether designated or not) can submit against any security. 55 Security Management and Control of Securities Only a confirmed issuer can elect to control their securities. Electing control of securities will prevent non-designated agents from making continuing disclosure submissions against the issuer’s securities. Only designated agents, issuers and obligated persons can make submissions. If an agent that has not been designated attempts to make submissions on controlled securities, the submission will be blocked. 56 Security Management and Control of Securities The control securities feature can be accessed on the Security Management tab of the submission control dashboard. The screen will display the current status of the control feature. Toggle back and forth to elect/revoke control. 57 EMMA for Continuing Disclosure: Key Points* Revised SEC Rule 15c2-12 provides for centralized submission of continuing disclosure to the MSRB’s EMMA system beginning July 1, 2009. EMMA is all-electronic. The MSRB will accept disclosure documents as files. No paper documents will be accepted. 58 PART 2 HOW TO SUBMIT CONTINUING DISCLOSURE INFORMATION 59 EMMA’s Control and Openness Features* An issuer can choose. The issuer can elect to control its securities. No disclosure agent can make a continuing disclosure submission involving controlled securities unless designated by the issuer as its agent; or Can refrain from electing control, in which case a disclosure agent can make submissions without prior designation by the issuer. Steps in Making a Continuing Disclosure Submission Register and log on Specify type of disclosure “Associate” issues or securities to the disclosure Add contacts Upload document file Publish disclosure information Save groups of issues/securities for re-use Receive e-mail record of submission 61 Click “Create” to Begin Select type of disclosure Click “Next” to proceed Financial and Operating Data May Be Submitted Under Rule 15c-212 or as Additional/Voluntary Disclosures Event Filings Also May Be Under 15c2-12 or Voluntary 67 Enter Descriptive Data for the Disclosure A disclosure may have as many categories as are appropriate Enter period covered If a disclosure is not associated with bonds (CUSIP-9s), it may also pertain to commercial paper, a 529 college savings plan or other municipal fund security, or a security not eligible for a CUSIP number Associate Issues/Securities to the Disclosure: CUSIP-9 Based I know my CUSIPs I don’t know my CUSIPs Non-CUSIP-9 Based Commercial Paper Ineligible for CUSIP 529 College Savings Plan Other Municipal Fund Security Associate Securities I Don’t Know My CUSIPs Search for CUSIPs Select CUSIP-9s Click [+] to maximize Option to select all I Know My CUSIPs Non-CUSIP-9 Based Select the appropriate Non-CUSIP and proceed to associate securities Uploading the Disclosure Document Click “Upload” May upload multiple files in one disclosure The Submission Must Be “Published” to Be Disclosed 81 “Preview” Screen Shows Information that Will Be Published 82 A later submission can use the predefined group: SAMPLE EMMA CONTINUING DISCLOSURE RECEIPT From: emma.submission@msrb.org [emma.submission@msrb.org] Sent: Thursday, May 07, 2009 5:09 PM To: Tester, Emma Subject: Published Submission Confirmation Your Continuing Disclosure Submission has been published. SubmissionId: EA271180 Disclosure Type: EVENT FILING Principal/Interest payment delinquency dated 05/07/2009 Document Name: P&I Payment Delinquency Filing dated 05/07/2009 MD60513_EscrowAgreement.pdf posted 5/7/2009 5:09:02 PM Issuer Name: EMMA VA Issue Name: 1998‐SER D has securities selected for this Continuing Disclosure Submission Security: Cusip ‐ 123468TY6, Maturity Date ‐ 08/15/2002 Security: Cusip ‐ 123468TZ3, Maturity Date ‐ 08/15/2008 Issue Name: 1998‐SER I has securities selected for this Continuing Disclosure Submission Security: Cusip ‐ 123468JK7, Maturity Date ‐ 08/15/2013 Security: Cusip ‐ 123468JL5, Maturity Date ‐ 08/15/2014 Security: Cusip ‐ 123468JM3, Maturity Date ‐ 08/15/2015 Security: Cusip ‐ 123468JN1, Maturity Date ‐ 08/15/2017 Security: Cusip ‐ 123468KN9, Maturity Date ‐ 08/15/2013 Issue Name: ‐BALANCE‐SER B1 has securities selected for this Continuing Disclosure Submission Security: Cusip ‐ 123468NV8, Maturity Date ‐ 08/15/2007 Issue Name: B‐MBIA IBC has securities selected for this Continuing Disclosure Submission Security: Cusip ‐ 1234685K2, Maturity Date ‐ 10/01/2017 Issue Name: CAP APPREC has securities selected for this Continuing Disclosure Submission Security: Cusip ‐ 1234688N3, Maturity Date ‐ 08/01/2007 EMMA Has a Limited “Save” Function A later submission can access the saved information. Limited “Save” Function 1. may You save may save onlycontinuing one continuing disclosure submission at a time. A second 1. You only one disclosure submission at a time. A second “save” “save” overwrites the first saved submission. overwrites the first saved submission. 2. may You save may save one continuing disclosure andprimary one primary market submission 2. You one continuing disclosure and one market submission under under user ID.save Youonly mayone. save only one. one user ID.one You may All entered information is saved except for uploaded documents. Youhave will have 3. All3. entered information is saved except for uploaded documents. You will to to upload the document again when resuming. upload the document again when resuming. 4. must You must publish the saved submission before making another submission 4. You publish the saved submission before making another submission of theof same type; otherwise thesubmission second submission overwrites the earlier samethe type; otherwise the second overwrites the earlier “saved” “saved”(However, submission. (However, publishing disclosure a continuing disclosuredoes submission submission. publishing a continuing submission not does not remove a saved primary market submission, or vice versa.) remove a saved primary market submission, or vice versa.) 5. After you save a submission, you exit mayfrom exit from EMMA. Regardless any exit 5. After you save a submission, you may EMMA. Regardless of anyofexit message, the saved submission remains saved. message, the saved submission remains saved. “Other” Submission: Commercial Paper (CUSIP-6) 88 “Other” Submission: Non-CUSIP and Municipal Fund Securities Other MFS: also search by state 89 Whatthe the public sees Sees What Public What the Public Sees For More Information, See www.msrb.org Overview of EMMA Continuing Disclosure Service: Notice 2009-39 (July 1, 2009) Preparations by Issuers and Others for Continuing Disclosure Service: Notice 2009-37 (June 29, 2009) Final Specifications for Computer-toComputer Submission and Subscription: Notices 2009-32 and 2009-33 (June 11, 2009) Questions and Answers For a full description of the registration process and how to submit continuing disclosure documents to EMMA, please see the EMMA Dataport Manual for Continuing Disclosure Submissions on the EMMA Dataport. Short video on Continuing Disclosure Submission Questions can be e-mailed to emmaonline@msrb.org. Calls can be directed to MSRB Market Information at (703) 797-6668.
