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EMMA: One-Stop Portal for Municipal Bond Disclosure

When Securities and Exchange Commission (SEC) Rule 15c2-12 went into effect on January 1, 1990, municipal bond underwriters were required to obtain, review and distribute official statements prepared by the issuers of most new market offerings.

This ruling marked one of the rare instances where the SEC imposed a regulation on the municipal securities market. Prior to this ruling, the SEC had been operating in “hands-off” mode since the Tower Amendment in 1975, which prohibited either the SEC or the MSRB (also founded in 1975) from requiring issuers to file documents prior to the sale of new issues.

In 1994, 15c2-12 was amended to include secondary market disclosure. The NRMSIRs - Nationally Recognized Municipal Securities Information Repositories - were created to satisfy the need for issuers to file material event notices and annual financial information as set forth by Rule 15c2-12.

With the launch of EMMA - which stands for Electronic Municipal Market Access - the MSRB is on its way to offering what MSRB Chairman Frank Chin calls “a permanent, centralized and comprehensive Internet-based system for free real-time public access to all primary market, secondary market, and trade price data for municipal securities submitted to the MSRB."

EMMA provides free online public access to official statements for new municipal bond issues, as well as real-time pricing data.

Ernie Lanza, Senior Associate General Counsel for the MSRB, says “Our impression is that EMMA will be used across the municipal bond market - from individual to institutional investors, brokers, issuers, analysts, academics, and reporters.”

Before EMMA, the MSRB maintained a computerized collection of over 210,000 official statements that underwriters received under 15c2-12 requirements and filed with the MSRB under an MSRB rule requirement. These official statements were available via subscription to about a half dozen subscribers. These subscribers, generally information services active in the municipal marketplace, would receive daily updates - via CD - containing official statements that had been submitted to the MSRB.

"We have no reason to believe that our current subscribers would not be interested in continuing to receive this information once we move to a real-time feed.” EMMA provides access to the entire official statement document, but does not - nor has any plans to - parse or index the data contained within its pages.

Most (if not all) of the subscribers re-package the information, and provide it as a component in a wider array of services. Actually, according to Lanza, companies in the private sector, particularly those that provide analytical services, will likely benefit from the expanded coverage of the municipal bond universe.

EMMA vs. NRMSIRs vs. MAC

Annual financial information is required to be submitted to all of the repositories, while material event notices must be sent to either all of the NRMSIRs or to the MSRB. The Texas Municipal Advisory Council’s (MAC) Disclosure USA - which has become known as the central post office - is being used by many issuers as a conduit for getting their filings to the NRMSIRs.

The impending passage of a new SEC ruling will require issuers to file an electronic copy of continuing disclosure documents directly to the MSRB. Rather than sending documents to each of the repositories, the MSRB will become the central recipient of these documents.

What’s on tap for EMMA’s future?

The next phase, called “Access = Delivery” is expected to take place in late summer or early fall. Upon completion of this phase, EMMA will provide permanent, real-time access to official statements, advance refunding documents, and trade price data.

Currently, underwriters can send documents to the MSRB in either electronic or paper format. Under a new ruling, underwriters will be required to send the official statement to the MSRB electronically, and the information will be posted almost immediately.

Once the “Access = Delivery” phase is in place, the MSRB hopes to pilot the continuing disclosure stage of the project. On a voluntary basis, issuers will begin submitting secondary disclosure documents. Although there would be no rule change by the MSRB in conjunction with this phase, according to Lanza, there will be a filing with the SEC for authority to expand EMMA to include continuing disclosure.

Winter is the current target for the launch of the permanent, real-time full disclosure service.

Lanza almost certainly conveys the collective sentiments of his colleagues at the MSRB when he says, “We are very excited to have the technology and industry-wide cooperation on board to develop, enhance, and ultimately provide centralized access to municipal market documents and pricing data."

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