Municipal Securities Markets – How They Work

Municipal Securities Fraud Litigation And Arbitration Attorney, Russell L. Forkey, Esq.

The purpose of this post is to provide the reader with a general description as to how the municipal securities markets generally work. This information is being provided for educational purposes and is not designed to be complete in all material respects. Thus, the reader should not rely upon this information as legal or investment advice. Any questions that the reader may have relative to this post should be directed to qualified professionals.

How The Market Works

Municipal Securities Issuers and Their Bonds

Issuers of municipal securities include states, counties, cities, and special tax districts, along with special agencies of state and local governments. Transportation, housing and health care authorities of state and local governments, for example, frequently issue municipal securities for their specific missions. In all, there are estimated to be more than 55,000 different issuers of municipal securities in the United States, including the District of Columbia, U.S. Territories and Puerto Rico.

Some municipal bonds represent the general obligation of governmental issuer with taxing authority; others will pay principal and interest only from a specified source of revenue. The issuers’ promise to pay interest and principal on a bond may be backed by various types of pledges and sources of security, depending on the type of bond and the purpose of issuance. It is important for the municipal bond investor to clearly understand the nature of the credit and security for the promise to pay principal and interest.

The Underwriting Process

Municipal bonds typically are brought to market through an underwriting process. As part of this process, one or more municipal securities dealers — also known as underwriters —purchase newly issued securities from the issuer and sell the securities to investors. In some cases, one municipal securities dealer acts as the sole underwriter for a new issue. In other cases, a group of municipal securities dealers works together in an underwriting syndicate. Syndicates are led by a municipal securities dealer known as the managing, or lead, underwriter, which typically works with the issuer on behalf of the syndicate.

Sale of New Issue Bonds to Customers

New issue municipal securities typically become available to customers during the issues’ order period. Persons and institutions seeking to invest in a new issue may place orders with members of the syndicate. In some new issues, issuers will establish a retail order period during which individual investors may be given the opportunity to place orders prior to institutional investors or other dealers.

Transaction Disclosure

A municipal security trade, or transaction, is the purchase or sale of a bond. Dealers are required to report these transactions to the MSRB for dissemination. The MSRB’s EMMA website provides free access to municipal bond transaction prices.

New-Issue Disclosure

At the time of issuance, an issuer normally prepares a disclosure document called the official statement. This document is intended specifically for purchasers of the new issue, serving as the primary and official source of information about the issuer and the securities in the transaction. The MSRB’s EMMA website provides free access to official statements for new issues.

Continuing Disclosure

Continuing disclosure consists of important information about a municipal bond that arises after the initial issuance of the bond. This information generally would reflect the financial or operating condition of the issuer as it changes over time, as well as specific events occurring after issuance that can have an impact on the ability of the issuer to pay amounts owing on the bond, the value of the bond if it is bought or sold prior to its maturity, the timing of repayment of principal, and any number of other key features of the bond. Each bond will have its own unique set of continuing disclosures, and not all types of continuing disclosures will apply to every bond. EMMA also provides free access to municipal bond continuing disclosures.

Secondary Market Trading

After the initial sales of a new issue have been completed in the underwriting process, trading in the issue may continue throughout the life of the security in what is generally called the secondary market. There is no central exchange for municipal securities. Instead, the secondary market for municipal securities historically has been an over-the-counter, dealer market.

Regulation of Municipal Securities Dealers

Municipal securities dealers serve as intermediaries in the market, buying, selling and brokering transactions in municipal securities and underwriting the sale of municipal securities by issuers. A municipal securities dealer acting in this capacity must be registered with the Securities and Exchange Commission and with the MSRB. Approximately 2,000 municipal securities dealers are registered with the MSRB for this purpose. Municipal securities dealers must follow rules of the SEC relating to municipal securities and the rules of the MSRB.

Regulation of Municipal Advisers

Municipal advisers include a variety of different types of firms and individuals that provide advice to state and local governments and other municipal entities, as well as to certain private beneficiaries of municipal bond issues (such as hospitals, colleges and other obligated persons), on a range of municipal securities or investment-related matters. Municipal advisers include financial advisers that provide advice to issuers and obligated persons regarding municipal bond offerings, swap advisers that provide municipal entities with advice in connection with derivatives transactions, and brokers and other advisers that provide advice or assistance to issuers regarding guaranteed investment contracts or the investment of municipal bond proceeds.

Municipal advisers also include firms and individuals that solicit business from municipal entities on behalf of broker-dealers, banks, other municipal advisers or investment advisers to secure certain types of investment banking, financial advisory or investment advisory work with municipal entities, such as public pension funds, 529 plans, local government investment pools and other state and local governmental entities or funds. These municipal advisers are sometimes referred as consultants, third-party marketers, placement agents, solicitors or finders.

As of October 1, 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act broadened the mission of the MSRB to include regulation of municipal advisers, which are required to register with the Securities and Exchange Commission and with the MSRB.