Reminder: Continuing Disclosure Deadline for Bonds

Many schools, by virtue of having issued bonds, are required to perform “continuing disclosure,” which includes the annual filing of (1) their audit and (2) updates to certain financial and operating infor­mation with the Municipal Securities Rulemaking Board’s Electronic Municipal Market Access System (“EMMA”).

If your school has bonds outstanding and a Con­tinuing Disclosure Agreement was entered into as part of the bond transaction, it is imperative that the annual disclosure filing be performed before December 25, 2014.

Many schools retain an agent, such as a financial advisor, to perform the annual disclosure filing on their behalf. In such cases, school officials should co­ordinate with that agent well in advance of the dead­line to ensure that the filing will be performed in a timely fashion.

Failing to file the required continuing disclosure documents with EMMA before the annual deadline could jeopardize a school’s ability to sell bonds or notes in the future. The Securities and Exchange Commission (“SEC”) has recently made continuing disclosure compliance a point of emphasis. For ex­ample, in 2013, the SEC initiated an enforcement action against an Indiana school district that misrepresented its past compliance with its continuing disclosure obligations in bond offering documents. Since then, the SEC has effectively demonstrated to the municipal bond market that it is ramping up its en­forcement efforts with respect to continuing disclosure violations.

If you have any questions regarding continuing disclosure requirements, please contact your Thrun Law Firm bond/finance attorney.