SEC Proposes Amending Exchange Act Rule 15c2-12

Thursday, March 16, 2017

On March 1, 2017, the Securities and Exchange Commission (SEC) proposed amending Exchange Act Rule 15c2-12 to include additional event notices under continuing disclosure undertakings. Rule 15c2-12 requires bond dealers to review issuers’ official statements before underwriting municipal bonds and to reasonably determine that the issuer has contracted to disclose annual financial and operating information, as well as material event notices, on the Municipal Securities Rulemaking Board’s Electronic Municipal Market Access website. The proposed amendments would add to the list of event notices to be included in continuing disclosure undertakings.

Specifically, the amendments require information be provided about: 1) the incurrence and terms of bank loans; direct purchases of securities by banks and other non-publicly offered debt; leases; guarantees; derivative instruments; and monetary obligations resulting from judicial, administrative and arbitration proceedings; and 2) the occurrence of defaults, acceleration and termination events; an modifications of terms or other similar events with respect to such debt.

GFOA has expressed serious concerns about the broad scope and potential unintended consequences of the proposed amendments. The SEC is seeking public comment on the proposed amendments for 60 days following publication in the Federal Register. Please stay tuned for information you need to know if your jurisdiction plans to comment on the proposed amendments, or contact Emily Brock, director of GFOA’s Federal Liaison Center.