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State Bond Commission holds required annual disclosure training on official statements and EMMA reporting
Summary
Commission members received the annual disclosure training required by the commission's 2022 disclosure policy. Presenters from Foley Udell and State Bond Commission staff reviewed primary and continuing disclosure, SEC Rule 10b-5, EMMA reporting and the working-group process for preparing Parts I and II of official statements.
State Bond Commission members received the commission's required annual training on Feb. 20 under the disclosure policy adopted in 2022. The session was led by disclosure counsel (Foley Udell) and Jessica Munoz, the state debt officer and disclosure compliance officer.
Presenters described two core types of disclosure: primary-market disclosures in the official statement (preliminary and final) and continuing disclosure the state must make after bonds are issued. The official statement comprises transaction-specific material and Parts I and II, which contain state-specific factual information about finances and operations. Staff said those Parts are prepared with input from multiple departments and agencies and that department secretaries sign certificates attesting to the completeness and accuracy of their sections; the treasurer relies on those certificates at bond closings.
Foley Udell emphasized compliance with federal securities law, including SEC Rule 10b-5, which requires that officials not make untrue statements of material facts or omit material facts when communicating with investors. Presenters reviewed the list of events that the state must disclose under continuing-disclosure undertakings (including defaults, financings, refundings and listed-event notices) and said event-based notices must be posted to the Municipal Securities Rulemaking Board's EMMA repository within 10 business days after occurrence when applicable.
Presenters also described voluntary disclosures (for example, COVID-related voluntary postings and a recent IRS audit notice) and encouraged commission members and staff to clear market-facing statements with disclosure counsel when in doubt.
Speakers at the training included Tiffany Trosclair (Foley Udell), Meredith Hathorn (Foley Udell), Gary Lewis (Foley Udell), and Jessica Munoz (State Bond Commission). The presentation and related materials were provided to commissioners in their meeting packets.
