SEC Rule 15c2 12 Amendments and ImplementationPublications - Client Alert | December 11, 2018
On August 20, 2018 the SEC adopted amendments to Rule 15c2-12. The Amendments add two more types of “events” to be reported by issuers or obligated parties. Although the amendments only need to be included in continuing disclosure undertakings executed with respect to bonds offered on or after February 27, 2019, because these new events are broad-reaching and subjective, they will require issuers to have established in advance internal procedures to regularly collect information about a much broader range of financial obligations (including currently existing obligations), and then assess whether any of such information must be reported to EMMA. And this collection/assessment/reporting must occur within 10 business days of the relevant triggering action. Moreover, in some cases the triggering action is not the kind of simple, objective event specified in the present 15c2-12 reporting events.
In light of the extensive broadening of the Rule 15c2-12 events, issuers should consider the steps in our recent Client Alert to proactively prepare to comply with the changes. The Client Alert also provides a more detailed discussion of the meaning of certain terms, and nuances and ambiguities, of these new provisions.