这是由两部分组成的系列文章的第一篇。

Recently,a significant municipal issuer entered the market with its first sale under a $1 billion borrowing program that will use an offering statement style novel to the municipal market.多年来,issuers of traditional corporate securities have used shelf registration for their securities.货架登记是指new issue"which can be prepared up to two yearsin advanceof the date on which the securities are actually issued and sold,so that the issue can be offered quickly as soon as funds are needed or market conditions are favorable.

There are several ways in which municipal securities issuers and conduit borrowers (including hospitals and 必威官网bethealth care systems) can implement a similar process to facilitate flexibility in the issuance of municipal securities,particularly during a turbulent market environment.So what are the benefits of such a process?What requirements would need to be considered in order for an issuer or conduit borrower to satisfy federal income tax laws and federal securities laws and standards applicable to the issuance of tax-exempt municipal securities?We'll explore those questions and more in our two-part blog series.

关键外卖

  • 大多数有关证券登记的法律,including shelf registration,不适用于市政证券。However,the registration regime is a useful framework in which to develop a program similar in effect to that of shelf registration.
  • 最近发行的债券允许一所公立大学在16个月内进入市场,在一份发行文件下发行多个债券,并为每个系列提供一份补充债券文件。
  • 这一设计给了大学结构的灵活性,与公司的货架注册计划非常接近。allowing the university to move more nimbly when attractive market opportunities arise.The school published a"base"发行声明和补充也发布了有关个别系列。
  • The"base"文档用作模板,将处理“mechanics and security features applicable to all program bonds"并允许灵活的结构,包括固定和浮动利率、免税和应税结构,according to an investor presentation.
  • A"shelf registration"市政证券披露计划可能非常适合大型医疗保险借款人,必威官网bet尤其是那些在多个州拥有地点和借款的国家,允许使用基本相同的base"document that describes the system,coupled with a supplemental front piece that is specific to each issue.Although a"shelf registration"披露方法可能对某些借款人具有实质性的效用,there are a number of important issues that should be considered when setting such a program up.Set forth below are summaries of certain regulatory and contractual issues.In Part 2 of this blog,我们将讨论与实施这一计划有关的考虑事项。

Regulatory and Contractual Considerations

Although a"shelf registration"approach to disclosure may have substantial utility for certain borrowers (including hospitals and 必威官网bethealth care systems),there are a number of important issues that should be considered when setting such a program up.Set forth below are summaries of certain regulatory and contractual issues.In Part 2 of this blog,我们将讨论与实施这一计划有关的考虑事项。

  1. Governmental Approvals:
    1. TEFRA听证会和批准of a plan of finance for a particular facility or a project located generally at one site is valid for three years,provided the first series of bonds to finance that facility or project is issued within one year following the date of the approval.The projects should be described as comprehensively as possible consistent with a two-year extended offering period,but also meeting the specificity required by federal law,such as addresses or description of locations.If the series are to be issued on a multi-state basis,然后提前通知TEFRA,每个司法管辖区都需要听证和批准。
    2. The"Bond Resolution."“Some governmental issuers,按法律规定,法规或内部政策,要求“实质上是最终的”documentation be approved by the board of the governmental issuer as a condition of the approval.A"实质上是最终的”submission rule will most likely necessitate that the governmental issuer approve each series prior to issuance,if"实质上是最终的”意味着债券的实际条款必须在这些文件中说明,thus making an extended offering program less useful.Other governmental issuers,however,可能更加灵活,并在以下基础上批准发行债券:参数“决议,authorizing bonds the terms of which fall within those parameters (such as principal amount,确定利率的利率或方法;redemption provisions,compensation to the underwriter,和成熟度)making these issuers a better bet for an extended offering program.
    3. 监管部门批准.If bonds are intended to finance a project that requires regulatory approval under state law,如需要证明,那么,该项目相关国家监管机构批准的有效期将影响延长发行期内必须发行债券(或可能应用收益)的时间。The shorter the duration of the approval,the more the program can be compromised.
  2. Corporate Approvals:
    1. Boards of non-profit corporations (including hospitals and 必威官网bethealth care systemts) that are more comfortable with relatively broad authorizing resolutions are more likely to benefit from an extended offering program,since such an approval can be prepared well in advance of issuance and address multiple issues.
  3. Tax Issues:
    1. 尽管在延长发行期内发行的每一系列新债券都将是一个新的、独立的”issue"就联邦所得税而言,在这段时间内发行的一系列债券可能会被视为一个大型债券的一部分,用于税收目的。特别地,《财政条例》允许根据draw-down loan"作为单个问题的一部分处理。The issue date of a draw down loan is the first date on which the aggregate draws under the loan exceed the lesser of $50,发行价的千分之五或百分之五。Little guidance under this provision exists,但有可能一个程序可以被构造成提取贷款。”If so,对于每个系列,可能不需要向投资者提供新的税务意见。这种方法还可以避免在首次发行日期和随后的图纸之间发生法律变更的风险。

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