Continuing Disclosure Agreement
Underwriters are also obligated by SEC Rule 15c2-12 to receive a continuing disclosure agreement from the issuer prior to making a bid or accepting a sale. This is an agreement to provide continuing disclosure of information relevant to the market value of the bonds throughout their lives. The agreement is signed by the issuer and any other entity that is committed contractually to support payment of the bond obligation.
In the continuing disclosure agreement, the issuer commits to provide financial and operating information annually on a specified date and audited annual financial statements to the MSRB.
Timely notice is also promised in the event of:
•Principal and interest payment delinquencies
•Unscheduled draw on debt service reserves reflecting financial difficulties
•Substitution of credit or liquidity providers
•Defaults
•Adverse tax opinions affecting the tax-exempt status of the securities
•Material bond calls and tender offers
•Defeasances
•Rating changes
•Bankruptcy or insolvency
•Material modifications to investors’ rights
•Other