the seven hobbits of continuing disclosure · 2018-04-03 · 1 the seven hobbits of continuing...

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The Seven Hobbits of Continuing DisclosureBest Practices and Example Filings

Presentation by:

Erika Miller, Assistant Vice President

July 19, 2012

Sandra Park, Assistant Vice President

Section Page

I Prepare for the Journey – Background Information

II Seek First to Understand and then to be Understood – Filing Requirements

III Put First Things First – What You Need for Filing(s) on EMMA

TABLE OF CONTENTS

IV Overcome Your Fears – Registration

a. Organization

b. Individual Userc. Change Account Information

V Perseverance – Example Filings

a. Filing Audited Financials

b. Filing if Audit is not Ready or Late Filing

c. Filing a Rating Change

d. Filing a Bond Insurer Rating Change

VI Synergize – Resources

VII Take a Chance – Question & Answer Session

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DISCLOSURE

DisclosureThis material contains proposed terms and conditions that are indicative and for discussion purposes only. Finalizedterms and conditions are subject to further discussion and negotiation and Stifel, Nicolaus & Company,Incorporated, dba Stone & Youngberg, a Division of Stifel Nicolaus (“S&Y”) does not guarantee that all financingoptions will be available at the time of the contemplated transaction. Where indicated, this presentation may

i i f i d i d f h h S&Y Whil b li h i f i b dcontain information derived from sources other than S&Y. While we believe such information to be accurate andcomplete, S&Y does not guarantee the accuracy of this information. This material is based on information currentlyavailable to S&Y or its sources and we do not undertake to update the recipient of this presentation of changesthat may occur in the future. Stone & Youngberg does not provide accounting, tax or legal advice; however, youshould be aware that any proposed indicative transaction could have accounting, tax, legal or other implications thatshould be discussed with your advisors and /or counsel.

Prepare for the Journey Ahead –Background Information

“Many folk like to know beforehand what is to be set on the table; but those who have laboured to prepare the feast like to keep their secret; for wonder makes the words of praise louder." -Gandalf ” f― J.R.R. Tolkien, The Return of the King

Image: New Line Cinema

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Continuing Disclosure Undertaking

Mandated by U.S. Securities and Exchange Commission Rule 15c2-12 of the Securities Exchange Act of 1934

Intent is to deter fraud and manipulation by improving the availability of information about municipal securities outstanding in the secondary marketRequires non-exempt municipal debt issuers to provide certain financial information, including audited financials as well as prompt notice of material events, to a single national repository hosted by the Municipal Securities Rulemaking Board (MSRB). Electronic Municipal Market Access (EMMA) portal located at www.emma.msrb.org.

Filings are required as long as the bonds remain outstanding

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Part of the Due Diligence process

Be Proactive versus Reactive

Electronic Municipal Market Access portal

Centralized collection of municipal disclosure documents and trade data that provides public access, free of charge, to the information

www.emma.msrb.org

Person Confirming You:

[email protected]

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Seek First to Understand and then to be Understood – Filing Requirements

“For you do not yet know the strengths of your hearts, and you cannot foresee what each may meet on the road.” ― J.R.R. Tolkien, The Lord of the RingsJ , f g


What am I Filing?

Type of Submission: FINANCIAL/OPERATING FILING

Annual financial information

“Annual financial information”: financial information or operating data, provided at least annually, of the type included in the final official statement with respect to an obligated person, or in the case where no financial information or operating data was provided in the final official statement with respect to such obligated person, of the type included in the final official statement with respect to those obligated persons that meet the objective criteria applied to select the persons for which financial information or operating data will be provided on an annual basis.

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Check your Continuing Disclosure Certificate in the appendices of your final Official Statement

Let your Auditors know

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Annual Financial Information"Annual Report" shall mean the annual report provided by the District pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate.

i.e. Comprehensive Annual Financial Report

Section 4. Content of Annual Reports.

Table 2 - Average Daily Membership;Table 6 - Direct General Obligation Bonded Debt Outstanding and to be Outstanding;Table 7 - Constitutional Debt Limit/Unused Borrowing Capacity after Bond Issuance;Table 8 - Statutory Debt Limit/Unused Borrowing Capacity after Bond Issuance;Table 10 - Direct and Overlapping General Obligation Bonded Debt Ratios;Other Obligations;

(Taken from OS)

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g ;Table 11 - Property Tax Assessment Ratios;Table 12 - Real and Secured Property Taxes Levied and Collected;Table 14 - Secondary Assessed Valuation by Property Classification; andTable 15 - Assessed Valuation of Major Taxpayers.

Annual Financial Information

Section 3. Provision of Annual Reports.

Section 3.Provision of Annual Reports.

(a) The District shall, or shall cause the Dissemination Agent to, not later than February 1 of each year (the

(Taken from OS)

"Filing Date"), commencing February 1, 2012, provide electronically to MSRB, in a format prescribed by the MSRB,an Annual Report for the fiscal year ending on the preceding June 30 which is consistent with the requirements of Section 4 ofthis Disclosure Certificate. Currently, filings are required to be made with EMMA. Not later than fifteen (15) business daysprior to the Filing Date, the District shall provide the Annual Report to the Dissemination Agent (if any).

(b) If the District is unable or for any reason fails to provide electronically to EMMA an Annual Report or any partthereof by the Filing Date required in subsection (a) above, the District shall promptly send a notice to EMMA in substantiallythe form attached as Exhibit A not later than the Filing Date.

(c) If the District's audited financial statements are not submitted with the Annual Report and the District fails toprovide to EMMA a copy of its audited financial statements within 30 days of receipt thereof by the District, then the Districtshall promptly send a notice to EMMA in substantially the form attached as Exhibit B.

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(d) (i) The Dissemination Agent (if any) shall determine each year prior to the date(s) for providing the AnnualReport the proper address of EMMA, and

(ii) If the Dissemination Agent is other than the District, the Dissemination Agent shall file a report or reportswith the District certifying that the Annual Report has been provided pursuant to this Disclosure Certificate, stating the date theAnnual Report was provided.

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Material Event Requirement

Principal and interest payment delinquency Always

Unscheduled draws on debt service reserves reflecting financial difficulties Always

Unscheduled draws on credit enhancements reflecting financial difficulties Always

Material Event(s)Type of Submission: EVENT FILING

Substitution of credit or liquidity providers, or their failure to perform Always

Defeasances Always

Rating changes Always

Non-payment related defaults If material

Modification to rights of security holders If material

Bond calls If material

Release, substitution or sale of property securing repayment of securities If material

Certain events affecting the tax status of security and other material notices/determinations with Alwaysrespect to tax status of security, or other events affecting tax status of security

Tender offers Always

Bankruptcy, insolvency, receivership or similar event of issuer or obligated person Always

Merger, consolidation or acquisition involving sale of all or substantially all of its assets (other than in ordinary course of business) or the entry into or termination of an agreement relating to such actions

If material

Appointment of successor or additional trustee or change in name of a trustee If material

Continuing Disclosure Certificates dated on or after December 1, 2010Within 10 business days

Continuing Disclosure Certificates dated before December 1 2010

When do Material Event Filing(s) Need to be Made

Continuing Disclosure Certificates dated before December 1, 2010In a “Timely manner”

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Put First Things First –What you need for the Filing(s) on EMMA

“It's the job that's never started as takes longest to finish.” ― J.R.R. Tolkien, The Lord of the Rings

What You Will Need Prior to Filing

Item Needed ResourcesUsername/Password IssuerWord-Searchable PDF Document

IssuerAuditorB d C lBond CounselInvestment Banker

CUSIP-6 or CUSIP-9 Official StatementInvestment BankerBond Counsel

List of Affected Bond Issues Official StatementInvestment BankerBond Counsel

Tickler System Outlook

Process should take less than 30 minutes

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Tickler System Outlook

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What is a CUSIP (Committee on Uniform Security Identification Procedures)?

Identification number assigned to each maturity of an

CUSIP

Identification number assigned to each maturity of an issue (i.e. serial number)

Example: 3 6 7 7 9 6 A X 6

CUSIP-6 = base that uniquely identifies the Issuer

i F ll hi U ifi d S h l

Identifies exact bond issue

“check digit”

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i.e. Fellowship Unified School District

i.e. School Improvement Bonds,

Project of 2010, Series A (2012)

Where Do I Find My CUSIP?

Resources for CUSIP Retrieval:Official StatementSearch: “I don’t know my CUSIP-9s: Select to search for CUSIP-9s or to input a pCUSIP-6”CUSIP’s Municipal Issuer Access Web Service

CUSIP-6Provides base information

for most filings

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Add to CUSIP-6 for CUSIP-9 level

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Overcome Your Fears - Registration

“All we have to do is decide what to do with the time that is given to us.” ― J.R.R. Tolkien, The Lord of the Rings


How Do I Register as an Organization?

Register1. www.msrb.org2. Choose Issuers3 Click on “Create an

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3. Click on Create an MSRB Gateway Account” link

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4. Choose: I am registering as an issuer, obligor and/or agent to submit documents to EMMA5. Click the “Next” button6. Review the Set-up Guidelines and click the “Accept” button


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7. Choose if there is an existing user account that will be used or if it is a new registration and click the “OK” button

8. Provide organization details and click the “OK” button


9 Identify Master Account Administrator and complete

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9. Identify Master Account Administrator and complete the contact information then click the “OK” button

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10. Select “My organization is an Issuer”11. Enter Federal Tax Employer Identification Number and click the “OK” button


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12. You will need to upload PDF, fax or mail the documents. (Tax EIN number on organization letterhead or another form of identification (e.g. page from Official Statement, federal or state tax document)). (See SYNERGIZE - Resources for fax and mailing information.)

13. Select how required document will be provided and click on “OK” button.


14 Review information and upon

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14. Review information and upon completion click on “Confirm” button.

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How Do I Register as an Individual User?

Register1. www.msrb.org2. Choose Issuers3 Click on “Create an

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3. Click on Create an MSRB Gateway Account” link

How Do I Register as an Individual User?4. Choose: I am registering as an issuer, obligor and/or agent to submit documents to EMMA5. Step 1: Enter Email Address6. Step 2: Enter User Information

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How Do I Register as an Individual User?7. Step 3: Organization Information – Copy values from user details (unless you want different)8. Step 4: Add Roles – Select “Issuer”

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How Do I Register as an Individual User?9. Step 5: Confirmation (Electronic) – Type Confirmer’s Email Address: [email protected]. Step 6: Information Verification – Submit or Edit User Details

Confirmer:[email protected]

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How Do I Register/Change Account Information?15. You will receive a confirmation email from the MSRB.

To View/Update Account Information – login to MSRB Gateway Main Menu

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Perseverance – Example Filings

“It's like in the great stories, Mr. Frodo. The ones that really mattered. Full of darkness and danger they were. And sometimes you didn’t want to know the end… because how could the end be happy? How could the world go back to the way it was when so much bad had ppy g yhappened? But in the end, it’s only a passing thing… this shadow. Even darkness must pass.” -Sam― J.R.R. Tolkien, The Two Towers

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Example Filing: Audited Financials

Example Filing: Audited FinancialsLogin to www.emma.msrb.org

1. Select EMMA Dataport2. Login to MSRB GATEWAY

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Example Filing: Audited Financials3. Continuing Disclosure Submissions – choose CREATE

4. Choose Financial/Operating Filing

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5. Check Audited Financial Statements or CAFR (Rule 15c2-12)

6. Consisting of: Comprehensive Annual Financial Report

7 Year Ended: June 30 207. Year Ended: June 30, 20__8. Click Next

Audited Financial Statement or CAFR (Rule 15c2-12)

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9. Filings are Associated with CUSIPsChoose “I don’t know my CUSIP-9s: Select to search for CUSIP-9s or to input a CUSIP-6”Input CUSIP-6 from Official Statement or as provided

I t CUSIP 6


Input CUSIP-6

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10. Select applicable issues (or Select all Issues for Issuer)


Expand the issue

by clicking the [+]

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by Issue Name by Dated Date All Issues

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11. Upload document12. Preview13. Publish


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14. Yes: Publish15. Print/Preview Submission16. Logout of MSRB GATEWAY


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Example Filing: Late Filing and/or Audit is Not Ready in Time…

Late Filing and/or Audit is Not Ready in Time…Failure to provide annual financial information as required

File Notice of Failure to File Audited Financial Statements

File Annual Financial Report

EXHIBIT ANOTICE OF FAILURE TO FILE ANNUAL REPORT

Name of Issuer: Suncat Unified School District No. 99 of Combo County, ArizonaName of Bond Issue: $25,000,000 School Improvement Bonds, Project of 2009, Series B(2011)

File Content of Annual Reports (see page 8 for example)

File Audit as soon as available (choose “Audited Financial Statements or CAFR Rule 15c2-12”)

(Found in OS)

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Dated date of Bonds: [Closing Date]CUSIP: 367796

NOTICE IS HEREBY GIVEN that the District has not provided an Annual Report withrespect to the above-named Bonds as required by Section 3(a) of the DisclosureCertificate dated [Closing Date]. The District anticipates that the Annual Report for fiscalyear ended June 30, _____ will be filed by ______________________.

Dated: ______________

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Example Filing: Rating Change

1. Save PDF of Rating Report

2. Login to www emma msrb org


www.emma.msrb.org

3. Choose EMMA Dataport

4. Login to MSRB GATEWAY

5. Continuing Disclosure Submissions – choose CREATE

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6. Choose Event Filing

7. Enter Document Date:


[date of rating report]

8. Check Rating Change

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9. Filings are Associated with CUSIPsChoose “I don’t know my CUSIP-9s: Select to search for CUSIP-9s or to input a CUSIP-6”Input CUSIP-6 from Official Statement or as provided

I t CUSIP 6


Input CUSIP-6

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10. Select applicable issues (or Select all Issues for Issuer)


Expand the issue

by clicking the [+]

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by Issue Name by Dated Date All Issues

11. Upload rating report document

12. Preview13. Publish


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Example Filing: Bond Insurer Rating Change

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Reminder: for those with Continuing Disclosure Undertakings on or after 12/1/10, you are required to file these n tices ithin 10


notices within 10 business days of the event

Click on link

Save PDF “REPORT Insurer Rating Change 12-22 10 df”

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22-10.pdf”This will be the file you Upload

Open Excel File “CDU LIST AZ Issuers Bloomberg-Insurer…”

This will provide you CUSIP-6 and specific issues affected


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CUSIP-6Dated Date

(Helps identify the issues affected)

Issuer

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1. Login to www.emma.msrb.org

2. Choose EMMA Dataport3. Login to MSRB GATEWAY4 C ti i Di l


4. Continuing Disclosure Submissions – choose CREATE

5. Choose Event Filing6. Enter Document Date

(Date of PDF Rating Report Saved from Link)

7. Check Rating Change

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8. Choose “I don’t know my CUSIP-9s…”

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8. C oose o t ow y CUS 9s…9. Input CUSIP-6 from Excel file

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10. Select applicable issues

Choose issues with Dated Date of affected issues listed in


issues listed in Excel file

by Dated Date (see Excel file)

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11. Select Contact (if different from submitter)

12. Upload document13. Preview14. Publish


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Synergize – Resources

“All's well that ends better.” ― J.R.R. Tolkien, The Lord of the Rings

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EMMA Dataport webpage = Manual for Continuing Disclosure Submission (PDF)

MSRB’s Market Information Department:703-797-6668

ResourcesInformation and screenshots derived from the Municipal Securities Rulemaking Board (www.emma.msrb.org).

[email protected]

Municipal Securities Rulemaking Board1900 Duke Street, Suite 600Alexandria, VA 22314703-797-6600Fax: 703-797-6700

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Bond Counsel

Investment Banker

Dissemination Agent

Grant HamillManaging Director(602) 794-4006h ll@ ll

Robert CasillasManaging Director(602) 794-4001

ll @ ll

Michael LaValleeManaging Director(602) 794-4008

l ll @ ll

Contact Information

[email protected]@syllc.com

Mark ReaderManaging Director(602) 794-4011

[email protected]

[email protected]

Bryan LundbergManaging Director(602) 794-4007

[email protected]

Dr. Judy RichardsonVice President

(602) [email protected]

Randie SteinVice President

Erika MillerAssistant Vice President

Sandra ParkAssistant Vice President

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Take a Chance – Questions & Answers

“Folk in those stories had lots of chances of turning back, only they didn't. They kept going. Because they were holding on to something.-FrodoFrodo: “What are we holding onto, Sam?”Sam: “That there's some good in this world, Mr. Frodo... and it's worth fighting for” Sam: That there s some good in this world, Mr. Frodo... and it s worth fighting for ― J.R.R. Tolkien, The Two Towers

the seven hobbits of continuing disclosure · 2018-04-03 · 1 the seven hobbits of continuing...

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