Public Entities — Information Concerning Debt Obligation Issuances
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In addition to the definitions applicable generally to this chapter, the following definitions shall be applicable to this section only:
“Advisor” means a financial advisor, swap advisor, or program administrator, with respect to a finance transaction, whether or not such title is used;
“Costs” related to a finance transaction may include, but are not limited to, fees and expenses of advisors, underwriters, placement agents, counterparties, bond and other counsel, paying agents, registrars, trustees, escrow agents, verification agents, credit enhancement and liquidity providers, remarketing and auction agents, rating agencies, publishing, and other similar fees and expenses, whether or not payable at issuance. “Cost” may include recurring and nonrecurring fees and expenses occurring during the life of the transaction, debt service payments, including interest, and any payments made to a counterparty;
“Debt obligation” means bonds, notes, capital leases, loan agreements, and any other evidence of indebtedness lawfully issued, executed or assumed by a public entity;
“Derivative” means an interest rate agreement, as defined in § 9-22-103, and such other transactions related to debt obligations as identified by the state funding board;
“Event of default” means 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;
“Finance transaction” means debt obligations, derivatives, or both;
“Financial obligation”:
Means:
A debt obligation;
A derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or
A guarantee of a debt obligation or derivative instrument; and
Does not include municipal securities as to which a final, official statement has been provided to the Municipal Securities Rulemaking Board (MSRB) consistent with 17 CFR 240.15c2-12 under the Securities and Exchange Act of 1934;
“Public entity” means the state, a state agency, a local government, a local government instrumentality, or any other authority, board, district, instrumentality, or entity created by the state, a state agency, local government, a local government instrumentality, or combination, thereof;
“Public finance professional” means an advisor, underwriter, placement agent, counterparty, bond counsel, issuer's counsel, or other person or entity advising the public entity with respect to a finance transaction or offering to provide professional services with respect to a finance transaction; and
“State funding board” means the state funding board, created pursuant to chapter 9 of this title.
The state funding board is authorized to:
Develop model finance transaction policies for use by public entities; and
Exempt from the filing requirements of this section any finance transaction:
Deemed de minimis by the board;
Where the public entity is required by statute to participate in the financing program;
That is a conduit transaction for a nongovernmental entity; or
Where the disclosure of costs of the transaction is deemed not consistent with the public disclosure intent of this section.
The board shall determine the information to be disclosed pursuant to this section, including:
A brief description of the finance transaction;
The issuance, continuing and one-time costs of the finance transaction;
A brief description of any continuing disclosure obligations with respect to the finance transaction;
A copy of the offering document, if any; and
Such other information and in such manner as may be required by the board.
Not later than forty-five (45) days following the issuance or execution of a finance transaction by or on behalf of any public entity, the public entity shall submit, or cause to be submitted, the information pursuant to subdivision (c)(1) to the governing body of the public entity, with a copy to the comptroller of the treasury or the comptroller's designee. If an open meeting of the governing body is not scheduled within the forty-five-day period, then the public entity shall give a copy to each member of the body within such period and present the information in subdivision (c)(1) to the body at the next scheduled meeting.
The state funding board shall require public entities to disclose financial obligations and events of default on the Electronic Municipal Market Access (EMMA) website of the MSRB and to disclose events of default to the office of the comptroller of the treasury by those public entities not required by the securities and exchange commission to disclose financial obligations and events of default on the EMMA website of the MSRB within ten (10) business days, in accordance with guidelines approved by the board.
Upon discovery by the public entity of a failure to comply with the requirements of this section, the public entity may immediately request permission from the comptroller of the treasury or the comptroller's designee to permit a late filing of such information. In addition, upon discovery by the comptroller of the treasury or the comptroller's designee of an omission or error or filing failure, the comptroller of the treasury or the comptroller's designee shall notify the public entity of such noncompliance. The public entity shall submit the required information, along with an explanation for the noncompliance, within fifteen (15) days following its discovery or notice by the comptroller of the treasury or the comptroller's designee.
The comptroller of the treasury or the comptroller's designee shall maintain a list of all finance transactions discovered as not complying with the requirements of this section, along with a description of the nature of the noncompliance. The comptroller of the treasury or the comptroller's designee shall also maintain lists of all public entities that have failed to respond to the comptroller of the treasury's or the comptroller's designee's notification of failure to file. The lists of entities that have failed to comply with the requirements of this section shall be a public record. Upon receipt of the information required for any finance transaction for which information is noncompliant, the comptroller of the treasury or the comptroller's designee shall remove the public entity from the list of those that have failed to respond to the comptroller of the treasury's or the comptroller's designee's notification and shall notify the public entity of its removal. If a public entity is on the comptroller of the treasury's or the comptroller's designee's list of public entities that have failed to respond to the comptroller of the treasury's or the comptroller's designee's notification of failure to file, no finance transactions may be issued by the public entity until the comptroller of the treasury or the comptroller's designee has removed the public entity from the list.