PART 1: PURPOSE
This rule fulfills the directive set forth in Regents Policy 13.33 by providing guidelines and procedures necessary as required by federal securities laws to fulfill the university’s obligation of post-issuance continuing disclosures related to the university’s bonds and loans.
PART 2: TYPES OF DISCLOSURE GOVERNED BY THESE PROCEDURES
NMSU will use the procedures set forth in this rule in connection with the forms of disclosure listed in this Part (collectively, “Disclosure Documents”).
- Primary Disclosure
- Preliminary Official Statements
- Final Official Statements
- Secondary Disclosure
- Continuing Disclosure. Examples of a Continuing Disclosure include annual reports and notices of specified events provided pursuant to a continuing disclosure agreement.
- Voluntary Disclosure. Examples of a Voluntary Disclosure include quarterly financial information, a change in fiscal year and other financial or operation information, amendments to continuing disclosure undertakings, a change in obligated persons, or other event-based disclosures.
- Other Disclosure
- Material Information. Information about NMSU that is material and reasonably expected to reach investors. Information is material if there is a substantial likelihood that it would be considered significant by a reasonable investor. An example of material information includes financial information on NMSU’s website such as NMSU’s budget and fiscal reports; public statements regarding NMSU’s finances that are made by NMSU representatives.
- Statements or Omissions related to the Tax Status of NMSU’s Obligations. Examples of this type of Other Disclosure include statements or omissions in tax certificates, loan agreements or other documents relied on by bond counsel.
PART 3: DISCLOSURE TRAINING
The Senior Vice President for Administration and Finance (SVPAF), also the university’s Bond Compliance Officer, is charged with the responsibility of retaining bond counsel and/or disclosure counsel. The SVPAF or designee shall work with such counsel to create, implement and periodically revise ongoing disclosure compliance training. The SVPAF or designee shall receive disclosure training related to federal securities laws, as well as training related to their role in preparing NMSU’s Disclosure Documents.
PART 4: CONTINUING DISCLOSURE DUTIES AND RESPONSIBILITIES
With the assistance of bond counsel or disclosure counsel, the SVPAF, as the Bond Compliance Officer, will do or cause the following to be done:
- Monitor Compliance on a Weekly Basis. In addition to the filing of annual reports, NMSU must provide a Notice of Event as specified in NMSU’s continuing disclosure undertakings. Generally, an Event Notice must be provided to the Municipal Securities Rulemaking Board within ten business days after the occurrence of such event. In order to ensure compliance with NMSU’s continuing disclosure undertakings, the SVPAF or designee shall review the list of events specified in NMSU’s continuing disclosure undertakings on a weekly basis to determine whether any such event has occurred that may require notice.
- Verify Primary Disclosure at Key Times. NMSU’s Preliminary and final Official Statement must not contain any untrue statement of material fact, or omit to state a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The SVPAF or designee must verify the accuracy of its primary disclosure not only during drafting and review, but also at the time of (i) posting or mailing the Preliminary Official Statement, (ii) pricing of NMSU’s bonds or loans, and (iii) at the time of closing of the transaction. If developments occur that may make NMSU’s primary disclosure inaccurate or incomplete as described above, the SVPAF or designee will work with the disclosure counsel and/or bond counsel to remedy these potential issues.
- Address Issues and Questions Promptly. Everyone who participates in creating or reviewing a Disclosure Document should promptly address issues that arise throughout the disclosure process. The SVPAF or designee and Responsible Parties must address and resolve all questions they may have regarding the accuracy and completeness of a Disclosure Document.
- Consider Missing Information. Instead of simply updating numerical data from one year to another, Responsible Parties and the SVPAF or designee must consider what might be missing from Disclosure Documents. For example, material developments related to NMSU’s financial condition may have occurred, cost projections for a project may have changed or laws affecting NMSU may have been enacted. Material developments such as these may not appear in prior Disclosure Documents and therefore cannot be adequately disclosed by simply updating prior Disclosure Documents.
- Encourage Disclosure Team Members and others to Raise Issues. Responsible Parties, the SVPAF or designee, and any other participants have a duty to carefully consider and question the information in Disclosure Documents to ensure that NMSU’s disclosure is complete and accurate. Issues and questions regarding the completeness or accuracy of any Disclosure Document should first be raised internally. Such questions should be discussed with the SVPAF or designee, university general counsel, bond counsel or disclosure counsel, and others within NMSU until resolved.
- Conduct Annual Review of Procedures. The SVPAF or designee will review these procedures no less than annually and will periodically consult with bond counsel and/or disclosure counsel to ensure these procedures are effective in producing disclosures that are accurate, complete and in compliance with federal securities laws.