The Securities and Exchange Commission (“SEC”) just announced modified provisions of the Municipal Continuing Disclosure Cooperation Initiative (“MCDC Initiative”) that extends the self-reporting period for issuers and conduit borrowers until December 1. On July 21, we first alerted you to the to the MCDC Initiative which encourages issuers, conduit borrowers and underwriters to self-report misstatements in offering documents about an issuer’s prior compliance with its continuing disclosure obligations. You can read more about the MCDC Initiative here. With the modified provision, issuers and conduit borrowers will now have until 5:00 p.m. EST Monday, December 1 to self-report instances where an offering document contained materially inaccurate statements about the issuer’s or conduit borrower’s prior compliance with their continuing disclosure obligations.
Additionally, the SEC has recognized that issuers and conduit borrowers may have difficulties in determining whether offering documents contained materially inaccurate statements about prior compliance from January 1, 2004 to July 1, 2009 when filings were made with the Nationally Recognized Municipal Securities Information Repository (“NRMSIR”) system. If an issuer or conduit borrower documents that it used reasonably available sources of information to make a good faith effort to determine whether a violation occurred during this time period, then the SEC has indicated that its enforcement division will consider such efforts in deciding whether to recommend an enforcement action against an issuer or conduit borrower in the event the SEC discovers a violation, and if an enforcement action is recommended, whether an issuer or conduit borrower is entitled to relief.
We recommend you contact bond counsel if you are concerned about the statements in a past offering document or are contacted by an Underwriter or Financial Advisor about the adequacy of statements made in an offering document in response to this program.
Questions regarding the MCDC Initiative or your entity’s continuing disclosure obligations should be discussed with your public finance attorney.
The deadline for participating in this program is 5:00 p.m. EST December 1, 2014. More information about this initiative is available here.