SEC Extends City Bond Info-Sharing Mandate Smoothly
Published Date: 2/4/2025
Notice
Summary
The SEC is asking to keep the rules that make sure people selling municipal bonds share important info with buyers. This affects underwriters and issuers who must keep the public updated with financial reports and event notices. No big changes or extra costs are planned, but the paperwork rules will continue to help keep bond markets clear and fair.
Analyzed Economic Effects
5 provisions identified: 1 benefits, 4 costs, 0 mixed.
Issuers' continuing disclosure burdens and costs
Issuers that enter into continuing disclosure agreements must provide annual financial filings, event notices, and failure-to-file notices to the MSRB; the SEC estimates approximately 28,000 issuers will incur 662,766 hours per year to comply. The agency reports annual submission averages of 65,082 annual filings (7 hours each), 49,958 event notices (4 hours each), and 3,680 failure-to-file notices (2 hours each), and estimates issuers' total annual compliance cost at $19,254,000 (including $17,654,000 for designated-agent submission services at about $970 per issuer and $1,600,000 for outside counsel assistance).
Total annual compliance burden and cost
Across issuers, broker-dealers, and the MSRB, the SEC estimates total annual compliance of 786,220 hours and total annual costs of $20,492,000 to comply with Rule 15c2-12 over the next three years. These totals combine issuer burdens (662,766 hours and $19,254,000) with broker-dealer burdens (101,454 hours) and MSRB burdens (22,000 hours and $1,238,000).
Underwriters' ongoing disclosure duties
If you are a Participating Underwriter (a broker-dealer acting in an offering of $1,000,000 or more), Rule 15c2-12 requires you to obtain and review the issuer's official statement, send preliminary or final official statements on request, contract to receive sufficient copies of final official statements, and verify the issuer's written undertaking to provide continuing disclosure to the MSRB. The SEC estimates broker-dealers will incur a total of 101,454 hours per year complying with these duties, based on about 10,968 annual issuances and an average of 205 broker-dealers.
MSRB EMMA operational hours and costs
The Municipal Securities Rulemaking Board (MSRB) incurs ongoing recordkeeping and system-operation burdens under the rule; the SEC estimates the MSRB will spend about 22,000 hours per year and about $1,238,000 annually to operate the continuing disclosure service for the MSRB's EMMA system (including hardware, software, and cloud/provider costs).
Rule aims to improve disclosure and reduce fraud
The SEC states Rule 15c2-12 is intended to enhance disclosure and thereby reduce fraud in the municipal securities market by setting standards for obtaining, reviewing, and disseminating information about municipal securities. This is meant to help protect buyers of municipal bonds by improving the availability of annual financial information and event notices.
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