Official Statement Exemption for Certain Limited Offerings
A primary offering is exempt from filing an official statement if the new issue is a private placement, sold to no more than 35 sophisticated municipal securities investors. Underwriters of such private placements will not be required to submit the official statement or any preliminary official statement to EMMA if it (1) submits Form G-32 and (2) submits contact information to EMMA by no later than the closing date, including the underwriter’s mailing address, telephone number, and the name and email address of an associated person of the underwriter from whom customers may request the official statement. The underwriter must also agree to deliver the official statement within one business day of a customer’s request or upon settlement of the customer’s transaction.
A primary offering that consists of commercial paper or a remarketing of municipal securities is also not required to submit an official statement to EMMA, assuming that one has not been prepared for the offering or that an official statement has previously been submitted to EMMA in a prior offering and has not been supplemented or amended. Underwriters must, however, announce the CUSIP number and the Time of Formal Award in a manner reasonably designed to reach market participants that may trade the new issue. All information should be announced as promptly as possible, but no later than the time of the first execution of a transaction in the new issue.
MSRB Rule G-32(b)(i)(E–F)
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Underwriter Responsibility |
Timeline |
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Send a commitment wire to syndicate members describing the terms of the underwriting |
Prior to formal award |
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Apply for a CUSIP number |
At the Time of Formal Award For a negotiated sale, when p |