January 27, 2023

VIA ELECTRONIC SUBMISSION
Ronald W. Smith
Corporate Secretary
Municipal Securities Rulemaking Board
1300 I Street NW, Suite 1000
Washington, DC 20005

Re: MSRB Notice 2022-11 – Request for Comment on Draft Amendment to MSRB Rule G-32 to Streamline the Deadlines for Submitting the Information on Form G-32

Dear Mr. Smith,

The Securities Industry and Financial Markets Association (“SIFMA”)1 appreciates the opportunity to provide input on the Municipal Securities Rulemaking Board’s (“MSRB’s”) Request for Comment on Draft Amendment to MSRB Rule G-32 to Streamline the Deadlines for Submitting the Information on Form G-32 (the “Notice”).2 Overall, SIFMA appreciates the MSRB’s goals to clarify and streamline Rule G-32 and Form G-32. SIFMA asks that the MSRB consider our comments below suggesting additional clarifications in furtherance of these goals.

I. Official Statement Delivery Timeframe Should be Amended
Rule G-32(b)(i)(B)(1) states, “The underwriter of a primary offering of municipal securities shall submit the official statement prepared for such offering to EMMA within one business day after receipt of the official statement from the issuer or its designee, but by no later than the closing date.” However, the rule raises several compliance issues. First, there are instances where the official statement is finalized and received by the underwriter prior to the sale of the bonds. Pursuant to Rule 15c2-12 of the Securities Exchange Act of 1934,3 final official statements are required to be sent to underwriters within seven business days after any final agreement to purchase, offer, or sell the municipal securities in an offering. The final official statement includes certain information permitted to be omitted in the “deemed final”, including the offering price(s), interest rate(s), selling compensation, aggregate principal amount, principal amount per maturity, delivery dates, any other terms or provisions required by an issuer of such securities to be specified in a competitive bid, ratings, other terms of the securities depending on such matters, and the identity of the underwriter(s).

 

1 SIFMA is the leading trade association for broker-dealers, investment banks and asset managers operating in the U.S. and global capital markets. On behalf of our industry’s nearly 1 million employees, we advocate for legislation, regulation and business policy, affecting retail and institutional investors, equity and fixed income markets and related products and services. We serve as an industry coordinating body to promote fair and orderly markets, informed regulatory compliance, and efficient market operations and resiliency. We also provide a forum for industry policy and professional development. SIFMA, with offices in New York and Washington, D.C., is the U.S. regional member of the Global Financial Markets Association (GFMA).

2 MSRB Notice 2022-11 (November 9, 2022).

3 17 CFR § 240.15c2-12.