MSRB Update. Government Treasurers Organization of Texas Winter Seminar December 8, Leila Barbour, Outreach Manager

Transcription

1 MSRB Update Government Treasurers Organization of Texas Winter Seminar December 8, 2015 Leila Barbour, Outreach Manager Municipal Securities Rulemaking Board 1

2 Objectives At the end of this presentation, you will be able to: Describe the role of the MSRB in the municipal securities market; Identify the MSRB s rules related to the municipal advisor regulatory framework; Recall data and disclosure information available on EMMA ; and Retrieve the free resources the MSRB provides to municipal market participants 3 Presentation Outline Role of the MSRB Update on Municipal Advisor Regulatory Framework EMMA Tools and MSRB Resources 4 2

3 Role of the MSRB About the MSRB A self-regulatory organization created by Congress in 1975 Protects investors, municipal entities and the public interest Promotes a fair and efficient municipal market 6 3

4 How the MSRB Fulfills its Mission Regulates municipal securities dealers and municipal advisors Operates market transparency systems including the EMMA website Conducts education, outreach and market leadership 7 Update on Municipal Advisor Regulatory Framework 4

5 MSRB Rulemaking Process Identify an Issue Monitor market Engage with market stakeholders Does this issue warrant rulemaking? Economic analysis Draft Rule and/or Amendments Are Published for Comment Rule for stakeholders to evaluate Incorporates preliminary economic analysis May be preceded by concept proposal Review of Comments All comment letters considered Draft may be amended in response to comments Draft Rule Filed with SEC for Approval All significant issues raised by commenters addressed in filing SEC Publishes Proposed Rule in Federal Register for Comment Additional comment period MSRB ordinarily responds to comments received SEC Approval Order If approved, rule has the force and effect of federal law Goes into effect on specific date Reasonable alternatives Comment letters published on MSRB s website 9 Recent Municipal Advisor Rulemaking Purpose Rule Status Establishing Supervision and Compliance Obligations New MSRB Rule G-44 Effective April 2015 Regulating Gifts and Gratuities in Municipal Advisory Business Amended MSRB Rule G-20 Effective May 2016 Creating Professional Qualifications Requirements Amended MSRB Rules G-2, G-3 and D-13 Effective April 2015 Series 50 exam to be administered in 2016 Establishing Core Standards of Conduct New MSRB Rule G-42 Filed with SEC April 2015 Prohibiting Pay-to-Play in Municipal Advisory Business Amended MSRB Rule G-37 Filed with SEC September

6 Proposed MSRB Rule G-42 Duties of Non-Solicitor Municipal Advisors Aims to ensure that municipal advisors are fulfilling their fiduciary duty to their municipal entity clients, and their duty of care toward all clients Duties under the proposed rule include: Standards of conduct duty of care and duty of loyalty (applicable to municipal entity clients) Disclosure of conflicts of interest Documentation of the municipal advisory relationship in writing Suitability of recommendations Specific prohibitions against excess compensation, misrepresentation of knowledge or qualifications, fee-splitting with underwriters, third-party payments and certain principal transactions 11 Amendments to MSRB Rule G-20 on Gifts and Gratuities Amendments to MSRB Rule G-20 apply existing gifts and gratuities rule to municipal advisors $100 limit per person per year in relation to the municipal securities or advisory activities of the recipients employer Exclusion from the $100 limit of normal business dealings Amendments also prohibit regulated entities from requesting or obtaining reimbursement from the proceeds of an offering of municipal securities for certain entertainment expenses 12 6

7 Types of Gifts Excluded from $100 Limit Other exclusions from the $100 limit, include: Transaction commemorative gifts, such as a Lucite tombstone or plaque; De minimis gifts, such as pens or notepads; Promotional items of nominal value displaying the regulated entity s corporate or business logo; Bereavement gifts that are reasonable and customary for the circumstance; and Personal gifts, such as a wedding gift or congratulatory gift for the birth of a child 13 Draft Amendments to MSRB Conflicts Rules Political Contributions Draft amendments to MSRB Rule G-37 would extend antipay-to-play provisions for dealers to municipal advisors Two-year ban on business if certain contributions made to official of a municipal entity Disclosure of certain contributions on EMMA Municipal finance professionals and municipal advisor professionals may contribute up to $250 per election to an official of a municipal entity for whom the person is entitled to vote 14 7

8 Role of the Municipal Advisor Registration with SEC and MSRB Federal fiduciary duty to municipal entity clients Fair dealing with all clients (municipal entities and obligated persons) Supervisory system in place to reasonably ensure rule compliance Limitations on gifts, gratuities and non-cash compensation Coming Soon: Proposed Rule G-42 duties including disclosure, documentation and suitability Professional qualification exam requirement in 2016 Proposed prohibitions on pay-to-play activities 15 EMMA Tools and MSRB Resources 8

9 Value of EMMA to Marketplace emma.msrb.org Only non-commercial, objective and free source of trade data and disclosure documents municipal market Provides a platform for issuers to communicate with investors Provides investors free access to transaction prices of municipal securities Makes more than one million disclosure documents easily available Relied on by more than 80,000 unique users each month 17 Disclosures Available on EMMA Official Statements Ongoing Financial Disclosures Event Notices Advance Refunding Documents 529 Plan Disclosure Political Contribution Disclosure Municipal Asset-Backed Securities Disclosure 18 9

10 Data Available on EMMA Trade Prices and Yields Variable Rate Securities Information Interest rate resets Credit enhancement documents Market Statistics New issuance Trade statistics Disclosure statistics Credit Ratings from All Major Agencies 19 Price Discovery Tool munipricediscovery.org EMMA feature aims to enhance municipal market price transparency Users can easily compare trade prices of securities with similar characteristics Side-by-side comparison Trade Price Graph See daily high and low price for individual securities Visualize historical trading trends for every security 20 10

11 Issuer Homepages Pilot! EMMA Issuer Homepages display issuer information in a single location Geographic search More intuitive access to information on issuers for users emma.msrb.org/ IssuerHomePage Municipal Securities Rulemaking Board Issuer Homepage Features Listing of bond issues Trade activity Pre-sale documents Official statements Financial and event disclosures Refunding escrows 22 11

12 Manage Issuer Homepages Customize and consolidate issuer information in a single location on EMMA Customize plain-english name of issuer and bond issues Edit issue list, contact information and website links Minimal annual maintenance needed receive alert when new issue is added to an issuer homepage 23 Sign Up for Reminders Issuers can schedule automated s from EMMA to be reminded of approaching annual or quarterly financial disclosure filing deadlines Include additional contacts to ensure all those with a role in disclosure are alerted 24 12

13 Export Trade Data Use EMMA Trade Monitor to export trade data from EMMA to a desktop application Analyze the prices, yield and amount of secondary market trade activity of municipal bonds Support evaluation of pricing for new issues Access with an organization account 25 Set Up an Organization Account Creates single continuing disclosure submission account for all staff of an issuer Allows master account administrator to securely and independently manage staff access Provides access to special EMMA tools for issuers dataport.emma.msrb.org/aboutdataport.aspx 26 13

14 MSRB Education Center 27 Getting Started Set up an organization account Streamline disclosure submission process Customize Issuer Homepage Access EMMA Trade Monitor Sign up for financial disclosure reminders Ensure anyone with a role in timely filing receives an automated reminder Keep track of filing deadlines Manage your issuer homepage Provide key contacts View all bond issues and recent trade data Organize information for investors dataport.emma.msrb.org/aboutdataport.aspx 28 14

15 Contact the MSRB MSRB Online msrb.org emma.msrb.org MSRB Updates Subscribe at msrb.org MSRB Support (202) Hours of Operation: 7:30 a.m. - 6:30 p.m. ET MSRBsupport@msrb.org Follow the MSRB on 29 MUNICIPAL ADVISORY COUNCIL OF TEXAS GTOT Presentation December 8,

16 Who is The MAC? The Municipal Advisory Council of Texas ( Texas MAC ) was created in 1954 Non-profit trade association of broker dealers and investment bankers and financial advisors Prepare over 4,600 reports on municipal entities in the State of Texas with outstanding debt Created to provide continuing disclosure for Texas debt in the primary and secondary markets Mission Statement The purpose of the Municipal Advisory Council of Texas is to promote effective and efficient investment banking, underwriting, trading and sales of municipal debt by collecting, maintaining and distributing information relating to issuing entities. 16

17 MAC Members 78 Firms MAC Subscribers- 57 Firms 17

18 What Does the MAC Collect? Official Statements Annual Financial Reports & CAFRs Disclosure Filings Material Event Notices Database of Issuer Information Database of Bond Information Ratings Texas Municipal Report TMR 18

19 Report Screen Bond Database 19

20 Collect hundreds of data points for every bond issued Maturity level information including maturity date, coupon, CUSIP number 20

21 Disclosure Requirements For the Life of the Bond Issue MAC Tickler System for Continuing Disclosure Requirements MAC established a tickler system in 2002 to send reminder letters to issuers addressing this problem. 21

22 Disclosure Reminder s Our records indicate the issuer(s) listed below have one or more bonds outstanding that are required to make a disclosure filing pursuant to Securities and Exchange Commission Rule 15c Texas & Disclosure Compliance Prior to Texas MAC Disclosure Reminders 2002 filings made for only 74% of bonds with a requirement After one year of providing the service compliance rose from 74% to 92% After 13 year of providing the service 2015 Compliance now over 96% 22

23 Municipal Advisory Council of Texas, An Issuers Perspective 23

24 An Issuers Perspective The objective of this presentation is to provide a basic explanation of available resources offered to Issuers by the Municipal Advisory Council Mission Statement: The purpose of the Municipal Advisory Council of Texas is to promote effective and efficient investment banking, underwriting, trading and sales of municipal debt by collecting, maintaining and distributing information relating to issuing entities. 24

25 An Issuers Perspective Why should Issuers use? How do Issuers access data? My IRMA Letters Legislative Update (new) Bond Elections (new) Info Why should Issuers use? It s the only source in Texas to offer comprehensive financial information on Issuers debt 25

26 How do Issuers access data? Visit: Click: Issuer Access Sign up / / Type in your address How do Issuers access data? 26

27 How do Issuers access data? How do Issuers access data? Make sure to save the link in your browser s favorites or bookmark the URL. 27

28 How do Issuers access data? New for

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30 Do you do bond tracings? 30

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32 Helpful for bond tracings 32

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39 The next slide shows the following: Population, Finance Connected Officials, and Google Map 39

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42 How do Issuers access data? My IRMA Letters Select the System(s) 42

43 My IRMA Letters My IRMA Letters 43

44 How do Issuers access data? How do Issuers access data? 44

45 How do Issuers access data? How do Issuers access data? 45

46 How do Issuers access data? How do Issuers access data? 46

47 How do Issuers access data? How do Issuers access data? 47

48 How do Issuers access data? How do Issuers access data? 48

49 Info: Board of Trustees How do Issuers access data? 49

50 Info: Helpful Links How do Issuers access data? 50

51 Info: Send a Comment Review: Why should Issuers use Only source in Texas w/ comprehensive info How do Issuers access data Sign up at MY IRMA Letters Legislative Update Bond Elections Info 51

52 Questions 52