DEBT ISSUES
CONTINUING DISCLOSURE
SUBMISSION IN EMMA
BY TODD MEIERHENRY
HTTP://EMMA.MSRB.ORG
What is Continuing Disclosure?
Continuing disclosure consists
of important information about
a municipal bond that arises
after the initial issuance of the
bond.
Why do we have to do this?
 It’s federal law.
 Rule 15c2-12 rule requires, for most new offerings of
municipal securities, that the following types of
information be provided to the MSRB’s EMMA
system:
Financial or operational information
 annual financial information concerning issuers or
other obligated persons, or other financial
information and operating data provided by issuers
or other obligated persons; and
 audited financial statements for issuers or other
obligated persons, if available
Event notices
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principal and interest payment delinquencies;
non-payment related defaults, if material;
unscheduled draws on debt service reserves reflecting financial difficulties;
unscheduled draws on credit enhancements reflecting financial difficulties;
substitution of credit or liquidity providers, or their failure to perform;
adverse tax opinions, Internal Revenue Service (IRS) notices or material events
affecting the tax status of the security;
modifications to rights of security holders, if material;
bond calls, if material;
tender offers;
defeasances, release, substitution, or sale of property securing repayment of the
securities, if material;
rating changes;
bankruptcy, insolvency, receivership or similar event;
merger, consolidation, or acquisition, if material; and appointment of a successor or
additional trustee, or the change of name of a trustee, if material; and
notices of failures to provide annual financial information on or before the date
specified in the written agreement.
Who has to do this?
 Everyone who issues bonds must enter into a
continuing disclosure agreement that will require
provision of continuing disclosures to EMMA unless
they fall within the exceptions:
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$1 million or less;
where bonds are sold in $100,000 ($100,000 minimum
denomination) and are sold to no more than 35 "sophisticated"
investors;
where bonds are sold in $100,000 minimum denomination
and mature in nine months or less from initial issuance; or
Voluntary Disclosures
 Some issuers provide additional items of information
after the initial issuance, either under contractual
arrangements or as a matter of practice. EMMA will
display any of the following additional categories of
continuing disclosure if submitted by an issuer or
obligated person:
Voluntary Disclosures
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Additional financial or operation information, including:
quarterly/monthly financial information;
timing of annual disclosure (120/150 days);
change in fiscal year/timing of annual disclosure;
accounting standard (GAAP-GASB/FASB);
change in accounting standard;
interim/additional financial information/operating data;
budget;
investment/debt/financial policy; and
material provided to rating agency or credit/liquidity provider;
consultant reports; and
other financial/operating data.
Voluntary Disclosures
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Additional event-based disclosures, including:
amendment to continuing disclosure undertaking;
change in obligated person;
notice to investors pursuant to bond documents;
certain communications from the IRS (other than those
included under Rule 15c2-12);
bid for auction rate or other securities;
capital or other financing plan;
litigation/enforcement action;
change of tender agent, remarketing agent, or other on-going
party;
derivative or other similar transaction; and
other event-based disclosures.
In the News
 The Securities and Exchange Commission has been
conducting a muni market review since last year,
with a report targeted for release late this year that
may recommend legislative or regulatory changes.
The SEC also is updating its 1994 interpretive
guidance on the continuing disclosure obligations of
municipal issuers.
Bond Buyer May 20, 2011
WHAT IS EMMA
 Since July 2009, the MSRB has served as the
electronic repository for municipal bond-disclosure
documents, through its Electronic Municipal Market
Access, or EMMA, website. Issuers generally supply
updates to financial or operating information or
notices about specific events that may affect their
bonds, such as unscheduled draws on debt service
reserves.
Register With EMMA
 All new users to MSRB Gateway must register to
make continuing disclosure submissions.
 Municipal securities issuers, obligated persons and
secondary agents must:
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Create and account in MSRB Gateway
Select submission role(s)
Accept the terms and conditions for making continuing
disclosure submissions
Issuers Designated agent
 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.
QUESTIONS & ANSWERS
 1. What rule requires issuers and obligated
persons to submit annual financial
information and other continuing disclosure
documents for public access on EMMA?
 Continuing disclosure submissions to EMMA are
governed by Securities Exchange Act Rule 15c2-12.
Under this rule, issuers and obligated persons are
required to enter into contractual agreements to
disclose annual financial information.
QUESTIONS & ANSWERS
 2. When was the requirement to submit
continuing disclosure documents to EMMA
effective?
 The revised SEC Rule 15c2-12 became effective July
1, 2009.
QUESTIONS & ANSWERS
 3. Are issuers still required to send
information to state information
depositories?
 Issuers are no longer required to send continuing
disclosures under SEC Rule 15c2-12 to state
information depositories, but they may still have
requirements with regard to submissions under state
laws, as applicable.
QUESTIONS & ANSWERS
 4. What material events must issuers disclose?
 Material events that must be disclosed under a continuing
disclosure agreement that meet requirements of Rule 15c2-12
include the following, if material: (1) principal and interest
payment delinquencies; (2) non-payment related defaults; (3)
unscheduled draws on debt service reserves reflecting
financial difficulties; (4) unscheduled draws on credit
enhancements reflecting financial difficulties; (5) substitution
of credit or liquidity providers, or their failure to perform;(6)
adverse tax opinions or events affecting the tax-exempt status
of the security; (7)modifications to rights of securities
holders; (8) bond calls; (9) defeasances; (10) release,
substitution, or sale of property securing repayment of the
securities; (11) rating changes; and (12) failure to provide
annual financial information as required.
QUESTIONS & ANSWERS
 What types of continuing disclosure can be
made to EMMA?
 EMMA accepts two broad categories of continuing
disclosure: annual/periodic filings such as
comprehensive annual financial reports, and event
filings that report material events.
QUESTIONS & ANSWERS
 How do submitters register to submit
documents to EMMA?
 In order to submit documents to EMMA, all
submitters must register in MSRB Gateway, the
secure access point for EMMA and other MSRB
applications.
QUESTIONS & ANSWERS
 How do submitters input documents and
other information into EMMA?
 EMMA supports two methods for accepting input: a
set of web-based input screens accessible by web
browser for accommodating individual submissions,
and a secure, authenticated computer to computer
connection for batch submissions. The submitter
may elect to use either or both interfaces. For more
information, please see MSRB Notice 2009-10.
QUESTIONS & ANSWERS
 Does the EMMA website require a particular
format for submitted continuing disclosure
documents?
 Continuing disclosure documents must be submitted
to the EMMA website as a word searchable portable
document format (PDF) files that permit the
document to be saved, viewed, printed and
retransmitted by electronic means.
QUESTIONS & ANSWERS
 Does the EMMA website provide notification
to submitters when a document such as
annual financial report is due to be posted?
 No
QUESTIONS & ANSWERS
 What does it cost to submit documents to
EMMA?
 There is no charge to submit continuing disclosure
documents to EMMA.
QUESTIONS & ANSWERS
 Can an agent or obligated person submit
continuing disclosure documents on behalf of
an issuer?
 Yes.