Impending Deadline for Participation in SEC MCDC Program
Public Finance Law Update 07/18/14
We wanted to remind you about the upcoming deadline for participation in the Division of Enforcement of the Securities and Exchange Commission (“SEC”) Municipalities Continuing Disclosure Cooperation Initiative (“MCDC”). (Please see the attached initial update that we sent in March for a more detailed discussion of the MCDC). Under the MCDC, the SEC is encouraging municipal bond issuers and underwriters to self-report materially inaccurate statements in official statements regarding issuers’ prior compliance with continuing disclosure obligations. The SEC has set a September 9, 2014 deadline for issuers and underwriters to report and be eligible for the standardized settlement terms under the MCDC.
We understand that some underwriters are in the process of reviewing past official statements to determine which bond issues and related issuers they will be reporting to the SEC. Therefore, you may receive notification in the next several weeks from an underwriter regarding such a report being filed for one or more of your bond or note issues. Some financial advisors are also conducting similar reviews and may be contacting you as well.
Whether or not you receive such a notification, issuers are ultimately responsible for the accuracy of statements made in official statements, including statements regarding compliance with continuing disclosure obligations. You may have already done so, but if not, it is in your best interest to review your past compliance with continuing disclosure obligations and the statements in your official statements with respect to such compliance for accuracy, and evaluate whether participation in the MCDC program is advisable given your particular circumstances. If an underwriter is reporting you and one or more of your bond or note issues to the SEC, it will be even more important for you to take a close look at your prior official statements and consider whether or not it is advisable for you to report under the MCDC program. You should also be aware that governing body authorization would need to be factored into the decision timeline for participating in the MCDC program.
If you have any questions, please contact your financial professional or contact any member of the Quarles & Brady LLP Public Finance team to engage us to assist you.