Current through Register Vol. 63, No. 9, September 1, 2024
(1) Terms used in
OAR 170-061 shall have the meanings given in ORS Chapters 286A and 287A unless
otherwise specifically defined herein.
(2) Definitions.
(a) "MDAC" means the Oregon Municipal Debt
Advisory Commission, including OST when acting as staff for the MDAC pursuant
to 287A.632(3).
(b) "OST" means the
Office of the State Treasurer.
(c)
"Bond marketing date" is the date the public body and underwriter or placement
agent agree on the market terms of the bonds. For competitive bid bonds this is
the date bids are opened and the bonds are awarded to public bidders pursuant
to a published notice of bond sale. For negotiated sales or private placements
this means the date the public body gives the verbal award to the underwriter
or placement agent.
(d) "Called
bonds" are bonds for which the public body has exercised the option or
requirement to redeem before the stated maturity date. The call date is the
date the bond may be redeemed.
(e)
"Closing" means the date the bonds are delivered to the initial bond purchaser
and the public body receives payment for the bonds.
(f) "Delivery date" means the date shown by
the United States Postal Service or other delivery services' cancellation mark
or, if provided electronically, the delivery date is the date shown as
electronically received by the OST.
(g) "Governing body" means the person, board,
commission, council, officer or other body authorized to direct the issuance of
bonds.
(h) "Issuer" means a public
body or the State Treasurer.
(i)
"Official statement" means the document published by a state agency or public
body that discloses material information on the issue of bonds including the
purposes of the issue, repayment methods, and the financial, economic and
social characteristics of the issuing government. A final official statement is
printed after the final terms of the bonds are available.
(j) "Paying officer" means the public
officer, other than a fiscal or paying agent, to who bonds may be presented for
payment.
(k) "Public body" means
those entities described in ORS
287A.001 and an intergovernmental entity formed pursuant to ORS
238.695.
(l) "State agency" means a related agency
defined in ORS
286A.001(8).
(m) "True Interest Cost" (TIC) means the
annual discount rate that, when used to discount all debt service payments on
the issue to the date of initial delivery of the issue, using a compounding
interval equal to the interest payment periods for the issue, results in the
aggregate present value of such debt service payments being equal to the
original purchase price (including accrued interest) of the issue.
(n) "Independent SEC-registered advisor" has
the meaning given in Oregon Laws 2019, chapter 355, section 23(4).
(o) "Pension Obligation Bonds" means issuance
of bonds authorized under ORS
238.694.
(p) "Public Offering" means a sale for which
an issuer publicizes the upcoming bond issue, provides the timeframe and
platform for which bids will be accepted, and provides any additional
guidelines or details related to the bond issue and for which the winning
bidder(s) generally is the bidder who has offered the lowest total interest
costs, including all costs of issuance and underwriter fees.
(q) "Private Placement" means a sale in which
funds are provided through direct negotiation with one or more private or
governmental entities, effectively providing a loan that must be repaid over
time. Private placements do not require many of the disclosure requirements
found in public offerings and are not publicly issued or publicly
traded.
(r) "Limited Offering"
means a sale in which the bonds are offered and sold to a limited number of
investors that meet certain established standards for qualifying as a purchaser
of the bonds and the offering is exempt from the provisions of Securities and
Exchange Commission Rule 15c2-12 because the bonds are sold in authorized
denominations of $100,000 to no more than 35 persons each of whom the
underwriter reasonably believes:
(A) has such
knowledge and experience in financial and business matters that it is capable
of evaluating the merits and risks of the investment; and
(B) is not purchasing for more than one
account or with a view to distributing the securities.
(3) Notice of bond sales. Public
bodies shall provide notice of publicly offered and limited offering bond sales
to MDAC by submitting MDAC Form 1 as set forth in OAR 170-055-0001(4). Notice
must include preliminary bond sale information such as: the issuing entity,
type of bond, anticipated bond marketing date, bond par amount, project or
purpose of the bond issue, source of revenues used to repay the bonds,
anticipated closing date, bond counsel, financial advisor and other summary
information identified on MDAC Form 1.
(4) Timing. If a public body issues Pension
Obligation Bonds, whether by public offering, limited offering or private
placement, the public body shall provide the notice described in section 3 of
this rule to the MDAC at least 30 days prior to bond marketing date; for all
other bond sales the public body shall provide the required notice to the MDAC
at least 10 days prior to the bond marketing date.
(5) Pension Bonds Assessment. In addition to
the notice required under section 4 of this rule, a public body issuing Pension
Obligation Bonds shall also submit to the State Treasurer, through the OST Debt
Management Division, at least 30 days prior to the bond marketing the following
items:
(a) A statistically based assessment
from an independent economic or financial consulting firm regarding the
likelihood that investment returns on the Pension Obligation Bond proceeds will
exceed the interest cost of the bonds under various market conditions;
and
(b) The name of the
SEC-registered advisor, if any, that will assist the public body in issuing the
Pension Obligation Bonds.
(6) Confirmation of notice. After receipt of
the notice required under section 4 of this rule, the MDAC shall provide a
letter verifying such. The letter includes a statement that the notice complies
with OAR 170-061-0000 and is conclusive evidence of such compliance. Compliance
letters are sent to bond counsel. Noncompliance letters state the reason for
non-compliance and are sent to the public body and its bond counsel.
(7) Postponement. For postponed or changed
bond sales the public body complies with notice requirements when, on a best
efforts basis, it submits an updated MDAC Form 1 to the MDAC as set forth in
OAR 170-055-0001(4).
(8) Reporting
results. Any public body issuing bonds shall report bond sale results by
submitting MDAC Form 2, and a public body preparing an official statement shall
provide a final copy of such official statement, to the MDAC within seven
business days after the bond marketing date. Sale results must include all of
the information identified on MDAC Form 2. The public body and its bond counsel
will receive written notice of non-compliance if sale results are not
reported.
(9) Exceptions. The MDAC,
through a vote of the commissioners, may waive any or all provisions of this
rule
