Final Specifications for the MSRB's Electronic Municipal Market Access System "EMMA" Primary Market Automated Submission Interface

The Municipal Securities Rulemaking Board (the “MSRB”) is publishing final specifications for its upcoming automated submission interface of the permanent primary market disclosure service of the MSRB’s Electronic Municipal Market Access system (“EMMA”).  The MSRB has filed a proposed rule change with the Securities and Exchange Commission (the “SEC”) that would, among other things, implement the EMMA primary market disclosure service as a permanent system of the MSRB, as well as amend and consolidate current Rules G-32 and G-36 into new Rule G-32, on new issue disclosure, and replace current Forms G-36(OS) and G-36(ARD) with new Form G-32 for the purpose of establishing an “access equals delivery” standard for electronic official statement dissemination in the municipal securities market (the “EMMA primary market proposal”).[1]  The MSRB expects to commence operation of the EMMA primary market disclosure service on or after May 11, 2009.[2]

The automated submission interface will be a computer-to-computer connection for submission of official statements, certain preliminary official statements and advance refunding documents (“primary market documents”), together with related information, to the EMMA primary market disclosure service by brokers, dealers and municipal securities dealers (“dealers”), acting as underwriters, placement agents or remarketing agents (“underwriters”), and by their designated agents.[3]

BACKGROUND

On September 24, 2008, the MSRB published preliminary specifications for the automated submission interface (the “2008 Notice”).[4]  Further details on the submission requirements to be established under Rule G-32 are set forth in the EMMA primary market proposal.

SPECIFICATIONS FOR AUTOMATED SUBMISSION PROCESS

The specifications for the automated submission interface are set forth in this notice, including the figures appended hereto.  These specifications will be republished on the MSRB website (http://www.msrb.org) and the EMMA portal (http://dataport.emma.msrb.org) in the EMMA Dataport Manual for Primary Market Submissions, together with instructions for making submissions through the web form submission interface and general information about the submission requirements under Rule G-32, at or prior to the commencement of operations of the permanent EMMA primary market disclosure service.

Web Service Interface

The MSRB will expose a web service interface allowing for the submission of SOAP (Simple Object Access Protocol) standard XML (extensible markup language) messages and PDF (portable document format) documents using secure, computer-to-computer communications.  This interface will be remotely consumed by applications written by or for submitters in a wide variety of programming languages and running on a wide variety of platforms.  Submitters using the automated submission interface will connect to the web service interface as follows:

For primary market submissions: https://services.emma.msrb.org/DisclosureServices/PrimaryDisclosureService.svc

This connection is not currently operational and the MSRB will provide notice when it becomes available.

Offering Type Accepted

The automated submission interface will accept submissions for primary offerings of bonds, notes, commercial paper, certificates of participation and other debt obligations, including remarketings, fixed rate, variable rate and zero coupon debt, which will be classified as the offering type “Bond.”[5]

Document Format Accepted

Primary market documents will be accepted solely as PDF files configured to permit documents to be saved, viewed, printed and retransmitted by electronic means.  If the submitted file is a reproduction of the original document, the submitted file must maintain the graphical and textual integrity of the original document.  Beginning on January 1, 2010, the MSRB will require that such PDF files be word-searchable (that is, allowing the user to search for specific terms used within the document through a search or find function available in most standard software packages), provided that diagrams, images and other non-textual elements would not be required to be word-searchable, as is more fully described in the EMMA primary market proposal.[6]

Submission Types

The automated submission interface will accept two submission types for bond offerings, with each type having both a data message and a document message, as described below:

Primary market disclosure submission.  This submission type will be used to submit data and official statements (including any amendments or supplements or any preliminary official statements) for a primary offering of municipal securities (including remarketings).  All primary market disclosure submissions will have at least one data message and most primary market disclosure submissions will have at least one document message.  The typical primary market disclosure submission will involve the submission of one official statement, together with indexing and related data, describing one or more new issues.  All issues described in a single official statement are treated as a single offering for EMMA submission purposes.

Advance refunding disclosure submission.  This submission type will be used to submit data and advance refunding documents (including any amendments) in connection with an advance refunding of outstanding municipal securities.  All advance refunding disclosure submissions will have at least one data message and at least one document message.  The typical advance refunding disclosure submission will involve one or more refunding new issues from a single offering, one or more advance refunding documents, and one or more outstanding (refunded) issues, together with indexing and related data.

Overview of Message Processing, Schemas, Data Tags and Required Elements

This notice links to a series of figures and tables providing more detailed information about the automated submission interface process.  A message processing overview is included in Figure 1.  XML schemas for data messages and document messages, together with a type definition schema, are included in Figure 2.  A data tag glossary is provided in Figure 3.  A table of required/optional data elements, based on submission type, is provided in Figure 4.  Messages will be validated and EMMA will return response messages to the submitter’s system.  A table of validation response messages is included in Figure 5.  Changes from the preliminary specifications, if any, are noted in each figure.

Primary Market Disclosure Submission – Data Message

Standard Data Submission.  Data will be submitted through the automated submission interface as SOAP messages.  Data elements to be submitted in a data message for a primary market disclosure submission will be organized in a hierarchical relationship into the following categories:  (i) submission data; (ii) offering data; (iii) issue data; (iv) security data; (v) underwriter data; and (vi) limited offering contact data.  These categories, and the available data tags applicable to each category, are included in Figure 6.  Each message also must include a header containing an authentication token and web services protocol support, as illustrated in Figure 7.

The most common submission is expected to be for offerings for which:  (i) an official statement is submitted, (ii) a single underwriter or underwriting syndicate underwrites all issues in the offering, (iii) CUSIP numbers are assigned to the securities, and (iv) the underwriting spread is disclosed in the official statement.  In this case, the minimum data elements to be provided in a data message, together with the value to be selected or entered, would be:[7]

• submission data –
  (i)         submission type (select ‘primary market disclosure’)
  (ii)        submission status (select ‘publish’)
• offering data –
  (i)         offering type (select ‘bond’)
  (ii)        underwriting spread disclosure indicator (select ‘disclosed in official statement’)
• issue data (each element provided for each issue in the offering) –
  (i)         issue type (select ‘new issue’)
  (ii)        security type (select ‘CUSIP-9’)
  (iii)       issuer name (enter full plain English name as it appears in the official statement)
  (iv)       issue description (enter full plain English description as it appears in the official statement)
  (v)        issue closing date (enter date)
• security data (each element provided for each security of each issue in the offering) –
  (i)         CUSIP-9 (enter nine-digit number)
  (ii)        maturity principal amount (enter value)
  (iii)       initial offering price or yield (enter value)
• underwriter data –
  (i)         managing underwriter MSRB ID (enter MSRB ID)
• limited offering contact data – no limited offering contact data submitted

Special Data Submission Cases and Sample XML Messages.  Additional or different data elements to be included in special submission cases are described in Figure 8.  Sample XML messages representing a standard data submission and certain special submission cases are included in Figure 9.

Primary Market Disclosure Submission – Document Submission and Document Message

Documents will be submitted through the automated submission interface as SOAP messages.  Elements to be submitted in a document message will be organized in a hierarchical relationship into the following categories:  (i) submission data; (ii) document data; (iii) file data; and (iv) underwriter data.  These categories, and the available data tags applicable to each category, are included in Figure 6.  The document message will be organized so that these data elements are including in the message header, along with an authentication token and web services protocol support.[8]  The PDF file of the document, as a binary file encoded in MTOM (SOAP Message Transmission Optimization Mechanism), will constitute the body of the document message.

Documents, Files and Order of Files.  Three types of documents may be submitted in a primary market disclosure submission:  official statements, preliminary official statements and remarketing supplements.  Normally, a document will consist of a single PDF file, and this is the preferred method of submission.  Where an official statement or other document exists as multiple files, the MSRB strongly encourages submitters to merge such files into a single PDF file for submission.  If a document is to be submitted as multiple files, each file must be submitted in a separate document message.  The document types are described below:

●          official statement (including amendments) – In most cases, an official statement will consist of a single PDF file.  As noted above, where an official statement exists as multiple files, the MSRB strongly encourages submitters to merge such files into a single PDF file for submission.  An amendment to an official statement would be submitted as an additional file to the original official statement file, rather than as a separate document.

●          preliminary official statement (including amendments) – A preliminary official statement will be accepted by EMMA only if the underwriter indicates that no official statement has been produced or that the official statement will not be available for submission by closing.  Preliminary official statement files will be handled in the same manner as official statement files.  However, if an issuer has supplemented its preliminary official statement to produce the final official statement (for example, where a preliminary official statement prepared for a competitive offering is supplemented by a revised cover reflecting the terms of the winning bid, and no separate official statement is produced), then the preliminary official statement, as supplemented, should be submitted as an official statement (rather than as a preliminary official statement and an amendment), preferably as a single merged PDF file rather than as separate files.

●          remarketing supplement – A remarketing supplement generally will consist of a relatively short addendum or wrap in the form of a single PDF, produced for a remarketing of an outstanding issue, that is designed to supplement the original official statement produced for the initial issuance of the outstanding issue.  EMMA will permit a submitter to submit solely the addendum or wrap and to identify the original official statement posted on the EMMA portal to which such addendum or wrap applies.[9]  In that case, the EMMA portal would display the remarketing supplement, together with the original official statement, as two separate documents associated with the remarketed issue.  In cases where an entirely new disclosure document is produced in connection with a remarketing of an outstanding issue, such new disclosure document should be submitted as an official statement rather than as a remarketing supplement.[10]

Standard Document Submission.  The most common document submission is expected to be the official statement submitted as a single PDF file.  The minimum elements to be provided in a document message, together with the value to be selected or entered, would be:

• submission data –
  (i)         submission type (select ‘primary market disclosure’)
  (ii)        submission status (select ‘publish’)
  (iii)       either (A) submission identifier (enter identification number assigned by EMMA to related data message – do not use if submission underwritten CUSIP-9 identifier is used) or (B) submission underwritten CUSIP-9 identifier (enter nine-digit number of latest maturity in the offering – do not use if submission identifier is used)
• document data[11] –
  (i)         document type (select ‘official statement’)
  (ii)        document description (optional – if no submitter supplied document name provided, EMMA will provide default description)
• file data –
  (i)         date received from issuer (enter date)
• underwriter data –
  (i)         managing underwriter MSRB ID (enter MSRB ID)

Special Document Submission Cases and Sample XML Messages.  Additional or different data elements to be included in special submission cases are described in Figure 8.  Sample XML messages representing a standard document submission and certain special submission cases are included in Figure 9.

Advance Refunding Disclosure Submission – Data Message

Data for advance refunding disclosure submissions will be submitted through the automated submission interface as SOAP messages.  Data elements to be submitted for an advance refunding disclosure submission will be organized in a hierarchical relationship into the following categories:  (i) submission data; (ii) offering data; (iii) issue data; (iv) security data; and (v) underwriter data.  These categories, and the available data tags applicable to each category, are included in Figure 10.  Each message also must include a header containing an authentication token and web services protocol support, as illustrated in Figure 7.

Standard Data Submission.  The most common submission of an advance refunding disclosure submission is expected to have the following characteristics: (i) each security that is refunded is refunded in whole, and (ii) CUSIP numbers had been assigned to the refunded securities.  In this scenario, the minimum data elements relating to the refunded outstanding issues (i.e., not the refunding new issue) to be provided in a data message, together with the value to be selected or entered, would be:

• submission data –
  (i)         submission type (select ‘advance refunding disclosure’)
  (ii)        submission status (select ‘publish’)
• offering data –
  (i)         offering type (select ‘bond’)
• issue data (each element provided for each issue refunded in whole or in part in an advance refunding) –
  (i)         issue type (select ‘refunded’)
  (ii)        security type (select ‘CUSIP-9’)
• security data (provided for each refunded security of each refunded issue – data not to be submitted for any security that is not refunded) –
  (i)         original CUSIP-9 of refunded security (enter nine-digit number)
• underwriter data –
  (i)         managing underwriter MSRB ID (enter MSRB ID)

Special Data Submission Cases and Sample XML Messages.  Additional or different data elements to be included in special submission cases are described in Figure 11.  Sample XML messages representing a standard data submission and certain special submission cases are included in Figure 12.

Advance Refunding Disclosure Submission – Document Submission and Document Message

Documents will be submitted through the automated submission interface as SOAP messages.  Elements to be submitted in a document message will be organized in a hierarchical relationship into the following categories:  (i) submission data; (ii) document data; (iii) file data; and (iv) underwriter data.  These categories, and the available data tags applicable to each category, are included in Figure 10.  The document message will be organized so that these data elements are including in the message header, along with an authentication token and web services protocol support.  The PDF file of the document, as a binary file encoded in MTOM, will constitute the body of the document message.

Advance Refunding Documents, Files and Order of Files.  An advance refunding document (including amendments) is the only type of document that may be submitted in an advance refunding disclosure submission.  Normally, an advance refunding document will consist of a single PDF file, and this is the preferred method of submission.  Where an advance refunding document exists as multiple files, the MSRB strongly encourages submitters to merge such files into a single PDF file for submission.  If a document is to be submitted as multiple files, each file must be submitted in a separate document message.  An amendment to an advance refunding document would be submitted as an additional file to the original advance refunding document file, rather than as a separate document.  However, if more than one advance refunding document is used in an advance refunding, each advance refunding document must be submitted as a separate document in a separate document message.

Standard Document Submission.  The most common document submission is expected to be a single advance refunding document submitted as a single PDF file.  The minimum elements to be provided in a document message, together with the value to be selected or entered, would be:

• submission data –
  (i)         submission type (select ‘advance refunding disclosure’)
  (ii)        submission status (select ‘publish’)
  (iii)       submission identifier (enter identification number assigned by EMMA to related data message)
• document data[12] –
  (i)         document type (select ‘advance refunding document’)
  (ii)        document description (optional – if no submitter supplied document name provided, EMMA will provide default description)
  (iii)       original CUSIP-9 of refunded security (enter nine-digit number for each refunded security applicable to such document)[13]
  (iv)       CUSIP-9 identifier of refunding issue (enter nine-digit number of the latest maturity of each advance refunding issue applicable to such document)
• file data –
  (i)         date received from issuer (enter date)
• underwriter data –
  (i)         managing underwriter MSRB ID (enter MSRB ID)

Special Document Submission Cases and Sample XML Messages.  Additional or different data elements to be included in special submission cases are described in Figure 11.  Sample XML messages representing a standard document submission and certain special submission cases are included in Figure 12.

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Questions may be directed to Steve Cook, Director of Systems Development, Ernesto A. Lanza, General Counsel, Peg Henry, Associate General Counsel, or Leslie Carey, Associate General Counsel, at (703) 797-6600.

March 24, 2009

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INDEX OF FIGURES

1 –          Submission – Message Processing Overview

2 –          Submission – Data Message, Document Message & Type Definition Schemas

3 –          Submission – Data Tag Glossary

4 –          Submission – Required/Optional Data Elements

5 –          Submission – Validation Response Messages

6 –          Submission – Primary Market – Data Tag Mapping

7 –          Submission – Primary Market – Sample XML Headers

8 –          Submission – Primary Market – Special Data and Document Submission Cases

9 –          Submission – Primary Market – Sample Data and Document XML Messages

10 –        Submission – Advance Refunding – Data Tag Mapping

11 –        Submission – Advance Refunding – Special Data and Document Submission Cases

12 –        Submission – Advance Refunding – Sample Data and Document XML Messages

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