Originally published January 2005
The Securities and Exchange Commission (the SEC) recently released an interpretative letter approving use of the "central post office" by issuers and others who make continuing disclosure filings under Rule 15c2-12 (the Rule). The Web site, www.DisclosureUSA.org (DisclosureUSA), is a "central post office" created by the Municipal Advisory Council of Texas. DisclosureUSA is an Internet-based electronic filing system, designed to provide a simpler way for issuers to meet their filing requirements for secondary market disclosure.
With the central post office, issuers and other filers can upload disclosure documents, together with CUSIP numbers and other indexing information, to DisclosureUSA, who then immediately transmits the documents with indexing information such as CUSIP numbers to each of the Nationally Recognized Municipal Securities Information Repositories (NRMSIR) and State Information Depositories (SID). Upon receiving a filing, the NRMSIR automatically sends a return receipt to the DisclosureUSA Web site to allow issuers and the general public to view both the time the filing was sent and the acknowledgment that it was received. Issuers have the option of filing documents through DisclosureUSA at no charge, or in hard copy for a fee. Every NRMSIR and SID has agreed to participate with DisclosureUSA.
DisclosureUSA also maintains a complete and accurate index of all documents that have been filed which can be accessed by the general public, but the documents themselves must continue to be accessed at the NRMSIR. An additional benefit to using DisclosureUSA is the e-mail tickler system that at the request of an issuer will send e-mails reminding them of their annual filing requirements.
The interpretative letter released by the SEC approved the use of the central post office to make continuing disclosure filings. The SEC’s letter stated that (i) a participating underwriter may provide continuing disclosure filings specified by paragraph (b)(5)(i) of the Rule by transmitting such filings to DisclosureUSA for submission to the NRMSIRs or any applicable SID (without also separately submitting such filings to the NRMSIRs and any applicable SID by some other means) and is an undertaking described in such paragraph, and (ii) an issuer that chooses to satisfy an existing undertaking (that does not reference DisclosureUSA) by the method described in clause (i) is acting in a manner consistent with the intent of the Rule.
Based on the interpretive letter of the SEC, it is clear that the SEC has taken the position that all continuing disclosure requirements may be satisfied by filing with DisclosureUSA, regardless of whether the continuing disclosure certificates previously authorized such filings. If a continuing disclosure filing is made to the DisclosureUSA Web site, there is no need to send such documents to each individual NRMSIR and/or any applicable SID. Issuers or other filers may wish to consider utilizing DisclosureUSA to satisfy their existing and future continuing disclosure undertakings.
The content of this article does not constitute legal advice and should not be relied on in that way. Specific advice should be sought about your specific circumstances.