Who Submits Primary Market Disclosures?
Municipal securities dealers that act as underwriters are the source of most official statements and advance refunding documents submitted to the MSRB. Issuers of municipal securities may voluntarily submit primary market disclosures directly to the MSRB; however, the ability of issuers to submit primary market disclosures does not relieve underwriters of their obligations under MSRB Rule G-32.
What Primary Market Disclosure Information is Submitted?
Primary market disclosures include official statements, preliminary official statements and other related pre-sale documents, and advance refunding documents. In addition to the submission of a document, an electronic form must be completed which provides key descriptive information related to the municipal securities that the underwriter has underwritten or that the issuer has issued or will issue. All documents and information submitted to the MSRB are made available on the Electronic Municipal Market Access (EMMA®) website and on a subscription basis.
How are Primary Market Disclosures Submitted?
EMMA® Dataport provides a web-based portal for the manual submission of documents and related information. Alternatively, submissions can be made using electronic computer-to-computer streaming connections. All documents submitted must be word-searchable PDFs, configured to permit documents to be saved, viewed, printed and electronically retransmitted.
For instructions, please refer to the User Manuals and Specifications section below.
How Can a Submitter Register to Make a Primary Market Submission?
Any person submitting disclosure documents must establish password-protected accounts with the MSRB that provide access to the submission service through an authentication system known as MSRB Gateway.
When Must Underwriters Submit Primary Market Disclosure Documents?
Official Statements must be submitted by dealers within one business day of receipt and no later than the closing date of the new issue. Advance refunding documents must be submitted by dealers by no later than five business days after the closing date for primary offerings that advance refund an outstanding issue.
Similarly, the municipal securities dealer marketing a local government investment pool to its participants submits the pool’s information statements and any subsequent amendments to the MSRB.
What Rule Governs Submission of Primary Market Disclosures by Underwriters?
Rule G-32 requires underwriters in primary offerings to submit electronically to EMMA® official statements, advance refunding documents and related primary market documents and information, and permits dealers to satisfy their obligation to furnish official statements to purchasing customers by providing them with a link to EMMA, unless the customer requests a paper copy or it is an offering of a municipal fund security. Rule G-32 also requires underwriters to confirm the existence of a continuing disclosure agreement, report the identities of obligated persons in such agreement and provide the date by which annual financials are expected to be made available on EMMA, and requires dealers in negotiated sales to furnish to customers certain information concerning underwriting arrangements.
Are Submissions Required for 529 College Savings Plans and Local Government Investment Pools?
As with new issues of municipal bonds, dealers are required to make submissions in connection with 529 college savings plans, local government investment pools and any other municipal fund securities for which municipal securities dealers provides marketing services. The municipal securities dealer serving as primary distributor for a 529 college savings plan submits the plan disclosure document and any subsequent amendments to the MSRB. Issuers may choose to voluntarily submit the plan disclosure document in cases where no dealer is obligated to make a submission.
During What Hours Does the MSRB Accept Primary Market Submissions?
The MSRB’s Primary Market Submission Service is available throughout the day, subject to the right of the MSRB to take the service off-line between 3:00 AM EST and 6:00 AM EST each day for required maintenance or upgrades or at other times as needed to ensure the integrity of EMMA and its systems. The MSRB provides advance notice of any planned periods of unavailability and endeavors to provide information on the MSRB website as to the status of the submission interface during unanticipated periods of unavailability. Access the MSRB system status page.
User Manuals and Specifications
For assistance, contact MSRB Support at 202-838-1330 or MSRBsupport@msrb.org.
Live Support: 7:30 a.m. – 6:30 p.m. ET
Email Support: 7:00 a.m. – 7:00 p.m. ET