On August 20, 2018, the SEC adopted amendments to Rule 15c2-12 to expand the list of events that require a special notice filing on EMMA within 10 business days after their occurrence.

• incurrence of a financial obligation, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a financial obligation of the obligated person, any of which affect security holders, if material; and
• default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a financial obligation of the obligated person, any of which reflect financial difficulties.

The amended Rule defines “financial obligation” as a (i) debt obligation, (ii) derivative instrument entered into in connection with, or pledged as security or source of payment for, an existing or planned debt obligation or (iii) a guarantee of (i) or (ii). A municipal security with an official statement on EMMA will not be considered a “financial obligation.”

The amendments to the Rule must be complied with beginning 180 days after the SEC’s final rule is published in the Federal Register (or approximately by February 15, 2019).

The amendments will only be effective for continuing disclosure undertakings entered into after the compliance date. In other words, these amendments do not change any of your existing continuing disclosure undertakings. Look for additional details about this 163-page SEC Release in a future Disclosure Notes post.

A link to the SEC Release is here.