Current through all regulations passed and filed through September 16, 2024
(A)
Purpose. The purpose of this rule of Owens state
community college, Wood county, Ohio (the issuer), is intended to ensure that
the disclosure documents as listed in paragraph (B)(3) of this rule are
accurate and comply with all applicable federal and state securities laws in
connection with the issuance of the issuer's debt offerings. In the event this
rule conflicts, in whole or in part, with the continuing disclosure certificate
or agreement executed by the issuer in connection with the issuance of its debt
offerings (a disclosure certificate), the terms of the applicable disclosure
certificate will control.
In addition, the issuer intends to
comply with its obligations under each disclosure certificate to provide annual
financial information and notices of the occurrence of certain events set forth
in Rule 15c2-12 under the Securities Exchange Act of 1934.
(B)
Definitions. The definitions set forth herein shall have the
following meanings:
(1)
Annual financial information means the financial
information and/or operating data, prepared annually by the issuer, which shall
include, if prepared, audited financial statements, including a statement of
net assets, a statement of revenues, expenses and changes in net assets and a
statement of cash flow. All such financial information shall be prepared using
generally accepted accounting principles and audited by a certified public
accountant or the auditor of the state of Ohio.
(2)
Board of trustees
means the board of trustees of the Owens state community college, Wood county,
Ohio.
(3)
Disclosure documents means the following listing of
documents, including the annual financial information and operating data:
(a)
Preliminary and
final official statements, private placement memoranda and remarketing
memoranda relating to the issuer's securities, together with any
supplements.
(b)
Financial statements, including audited financial
reports.
(c)
Filings made by the issuer with the municipal
securities rulemaking board, whether made pursuant to a disclosure certificate
to which the issuer is a party or otherwise, and receipts of such
filings.
(d)
Any other communications that are reasonably expected,
in the determination of the disclosure coordinator, in consultation with the
issuer's disclosure or bond counsel, to reach investors and the trading markets
for municipal securities.
(4)
Division of
enforcement of the United States securities and exchange
commission.
(5)
Electronic municipal market access system of the
municipal securities rulemaking board.
(6)
Finance
department means the treasurer office of the issuer.
(7)
Fiscal officer
means the treasurer of the issuer.
(8)
General counsel
means the general counsel of the board of trustees.
(9)
Issuer means the
Owens state community college, Wood county, Ohio.
(10)
Municipal
securities rulemaking board or any other board or entity which succeeds to the
functions currently delegated to the municipal securities rulemaking board by
the Rule 15c2-12 under the Securities Exchange Act of 1934.
(11)
Official
statement means the offering document, whether by that name or any other name,
prepared by the issuer and distributed in connection with the sale and issuance
of certain debt offerings of the issuer.
(12)
Operating data
means the issuer's operating data disclosed pursuant to its disclosure
certificates, and which consists of certain information contained in the
offering document distributed in connection with the issuance of the issuer's
obligations.
(13)
Rule 15c2-12 under the Securities Exchange Act of
1934.
(14)
United States securities and exchange commission and
any successor federal agency having jurisdiction over the purchase, sale and
offering by broker-dealers of securities such as those issued by the
issuer.
(C)
Participants and responsibilities. The fiscal officer
shall select and appoint a disclosure coordinator, and the fiscal officer shall
identify a financing group for each debt offering. The issuer will establish
continuing working relationships with professional advisors with expertise in
the areas of public finance and federal securities laws applicable to the
issuance of securities by the issuer.
(1)
Disclosure
coordinator is responsible for:
(a)
Serving as a point person for personnel to communicate
issues or information that should be or may need to be included in any
disclosure document;
(b)
Collecting and preparing, or coordinating the
collection and preparation of, the annual financial information and operating
data required to be submitted to the municipal securities rulemaking board
under each disclosure certificate;
(c)
Ensuring that the
board of trustees has reviewed any disclosure document prior to such being
submitted to the municipal securities rulemaking board or otherwise released to
the investing public;
(d)
Reviewing, approving, and submitting to the municipal
securities rulemaking board any disclosure documents the issuer is obligated to
submit pursuant to the disclosure certificates, as well as maintaining copies
of all such disclosure documents with the issuer;
(e)
Reviewing and
approving any disclosure certificate to which the issuer is a party to ensure
compliance with the Rule 15c2-12 under the Securities Exchange Act of 1934, and
maintaining a file with the issuer which includes each such disclosure
certificate executed by the issuer;
(f)
Monitoring
compliance by the issuer with this rule and Rule 15c2-12 under the Securities
Exchange Act of 1934, including timely dissemination of the annual financial
information, including the operating data, and listed event
filings;
(g)
Evaluating the effectiveness of and recommending
changes to this rule to the fiscal officer as necessary or
appropriate;
(h)
Communicating with third parties, including
coordination with the issuer's disclosure or bond counsel, in the preparation
and dissemination of disclosure documents to make sure that the filings are
made on a timely basis and are accurate;
(i)
In anticipation
of preparing disclosure documents, soliciting material information (as defined
for purposes of federal securities law) from departments of the
issuer;
(j)
Reviewing annually the issuer's status and compliance
with continuing disclosure undertakings including filings of disclosure
documents; and
(k)
Ensuring compliance with training procedures. The
issuer will encourage the disclosure coordinator to attend continuing education
events and conferences, as needed, pertaining to the issuer's continuing
disclosure obligations under the Rule 15c2-12 under the Securities Exchange Act
of 1934. In addition, separate training sessions shall be conducted by the
issuer's disclosure or bond counsel, with the assistance of the general
counsel, for the members of the finance department. The disclosure coordinator
shall ensure that finance department is properly trained and educated to
understand and perform their responsibilities.
(l)
The disclosure
coordinator may file with the municipal securities rulemaking board those
disclosure documents that the issuer is contractually obligated to file with
the municipal securities rulemaking board as a result of an occurrence of a
listed event or as a result of the timely failure to file the required annual
report. The disclosure coordinator shall consult with the issuer's disclosure
or bond counsel to the extent the disclosure coordinator considers appropriate.
Whether or not a particular document or other communication is a disclosure
document shall be determined by the disclosure coordinator. Following receipt
of a disclosure document from the financing group, the disclosure coordinator
shall evaluate the disclosure document for accuracy and compliance with federal
and state securities laws.
(2)
Financing group.
The financing group for each debt offering may include:
(a)
Fiscal
officer;
(b)
General counsel;
(c)
The issuer's
outside bond counsel and disclosure counsel;
(d)
The issuer's
financial advisor (if any);
(e)
The issuer's
underwriter (if any);
(f)
Such other members that the fiscal officer or other
members of the financing group may determine to be appropriate.
(D)
Review and approval of official statements. The
financing group shall confirm that the official statement accurately states all
material information relating to both the issuer and the particular obligations
being issued and that all such information has been critically reviewed by an
appropriate person; and, confirm that all other information in the official
statement will be addressed by a closing certificate or opinion by an
appropriate person, and, report any significant disclosure issues and concerns;
and, evaluate the official statement for accuracy and compliance with federal
and state securities laws; and, confirm that the official statement is in
substantially final form and is in a form ready to be deemed final by the board
of trustees and/or the fiscal officer pursuant to Rule 15c2-12 under the
Securities Exchange Act of 1934.
The general counsel and the fiscal
officer have the following responsibilities.
(1)
The general
counsel shall review the official statement and shall draft, for the official
statement, descriptions of any material current, pending, or threatened
litigation; any material settlements or court orders; and, any other legal
issues that are material information for purposes of the official
statement.
(2)
The fiscal officer shall review the official statement,
identify any material difference in presentation of financial information from
the annual financial information, and ensure there are no misstatements or
omissions of material information in any sections that contain descriptions of
information prepared by the fiscal officer or the finance department or of
relevance to the finances of the issuer.
(E)
Continuing
disclosure filings. Under each disclosure certificate the issuer has entered
into in connection with its debt offerings, the issuer is required each year to
file annual reports with the municipal securities rulemaking board. Such annual
reports are required to include the issuer's audited financial statements and
the operating data (if any). The issuer is also required under each disclosure
certificate to file notices of certain events with electronic municipal market
access. The disclosure documents required to be submitted to the municipal
securities rulemaking board pursuant to each disclosure certificate shall be
submitted in an electronic, word-searchable format, and shall be accompanied by
identifying information, in the manner prescribed by the municipal securities
rulemaking board, or in such other manner as is consistent with the Rule
15c2-12 under the Securities Exchange Act of 1934.
(1)
Disclosure of
listed-events. The issuer is obligated to disclose to the municipal securities
rulemaking board notice of certain specified listed-events with respect to the
issuer's securities. The financing group may meet to discuss any event and
determine, in consultation with the issuer's disclosure or bond counsel to the
extent determined by the disclosure coordinator, whether a filing is required
or is otherwise desirable. If such a filing is deemed necessary, the disclosure
coordinator shall prepare a notice of the listed event that complies with the
Rule 15c2-12 under the Securities Exchange Act of 1934 and shall file the
listed-event notice as required by the Rule 15c2-12 under the Securities
Exchange Act of 1934. For securities issued on or after December 1, 2010, and
variable rate demand obligations issued at any time but which convert from a
mode exempted from the Rule 15c2-12 under the Securities Exchange Act of 1934
to a mode not so exempted on or after December 1, 2010, each such related
disclosure certificate should contain listed-events, as follows:
(a)
The disclosure
coordinator should review this list at least once each week to determine
whether any event has occurred that may require a filing with the municipal
securities rulemaking board. For securities issued prior to December 1, 2010,
please refer to the applicable disclosure certificate for information regarding
the events which trigger a requirement to file on electronic municipal market
access. For securities (subject to Rule 15c2-12 under the Securities Exchange
Act of 1934) issued on or after December 1, 2010, or for variable rate demand
bonds that are converted from a mode currently exempted from Rule 15c2-12 under
the Securities Exchange Act of 1934 to a mode not so exempted on or after
December 1, 2010, the following events automatically trigger a requirement to
file on electronic municipal market access within ten business days of their
occurrence, without regard to the materiality of the event:
i.
Principal and
interest payment delinquencies;
ii.
Unscheduled draws
on debt service reserves reflecting financial difficulty;
iii.
Unscheduled
draws on credit enhancements reflecting financial difficulty;
iv.
Substitution of
credit or liquidity providers, or their failure to perform;
v.
Adverse tax
opinions or events affecting the taxexempt status of the
security;
vi.
Tender offers;
vii.
Defeasances;
viii.
Rating
changes;
ix.
Bankruptcy, insolvency, receivership or similar event
of the issuer;
x.
Failure to provide in a timely manner notice to provide
required annual financial information by the date specified in any disclosure
certificate.
(b)
The following events trigger a requirement to file
notice of their occurrence on electronic municipal market access within a
reasonable period of time after occurrence, once determined to be material by
the financing group:
i.
Non-payment related defaults;
ii.
Modifications to
the rights of security holders;
iii.
Bond
calls;
iv.
Release, substitution or sale of property securing
repayments of the securities;
v.
The consummation
of a merger, consolidation, or acquisition involving the issuer or the sale of
all or substantially all of the assets of the issuer, other than in the
ordinary course of business, the entry into a definitive agreement to undertake
such an action or the termination of a definitive agreement relating to any
such actions, other than pursuant to its terms
vi.Appointment of a
successor or additional trustee or the change of name of a trustee on the trust
agreement;
vii.
The incurrence of a material financial obligation of
the issuer or obligated person, or agreement to covenants, events of default,
remedies, priority rights or other similar terms of a financial obligation of
the issuer or obligated person, any of which affect security holders, if
material;
viii.
The default, event of acceleration, termination event,
modification of terms or other similar events under the terms of a financial
obligation of the issuer or obligated person, any of which reflect financial
difficulties.
(2)
Noncompliance.
From time to time, the disclosure coordinator, in consultation with the
issuer's disclosure or bond counsel, shall determine whether the issuer has
materially complied or failed to comply with its obligations under the rule.
The failure of the issuer to comply with such obligations constitutes a
material lapse. Upon the disclosure coordinator's determination that a material
lapse has occurred, the disclosure coordinator shall present such findings to
the financing group within ten days of such determination. If applicable at the
time, upon review and a majority consensus of the financing group that a
material lapse has occurred, the fiscal officer shall be authorized to report
such material lapse in the appropriate manner and to the appropriate persons,
including the appropriate federal and/or state agencies or commissions. The
fiscal officer shall consult with the issuer's disclosure or bond counsel in
reporting such a material lapse.
(F)
Public statements
regarding financial information. Whenever the issuer makes statements or
releases information relating to its finances to the public that are reasonably
expected to reach investors and the trading markets including, without
limitation, all listed-event notices, statements in the annual financial
information, and other financial reports and statements of the issuer, the
issuer is obligated to ensure that such statements and information, including
any disclosure documents, are complete, true, and accurate in all material
respects.
(G)
Amendments. Any provision of this rule may be waived or
amended at any time by action of the board of trustees.
(H)
This rule is
hereby adopted by action of the board of trustees at its public meeting on
October 31, 2023.
