The Securities and Exchange Commission’s (SEC’s) Rule 15c2-12 (Rule) governs disclosure

requirements pertaining to municipal securities. The Rule requires that underwriters of municipal

securities get issuers to enter into agreements generally known as continuing disclosure

agreements to provide information to the MSRB (Municipal Securities Rulemaking Board) on an

ongoing basis. Annual financial information is required, and notices must be provided upon the

occurrence of certain events that are listed in the Rule. Currently, the Rule identifies fourteen

events which require disclosure.

The SEC recently adopted amendments to the Rule that become effective February 27, 2019.

The amendments add two additional events that require disclosure (the "New Disclosure

Events"):

(a) 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; and

(b) 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.

(continue on page 2)

SEC Releases Amendments to Rule 15c2-12

Fall 2018

Virginia Women in Public Finance

Fall 2018 Newsletter

2018 - 2019

Board of Directors

President

Stephanie Jones

Vice President

Kathleen Bowe

Secretary

Suzanne Long

Treasurer

Christine McIntyre

Directors

Linda Abravanel

Giedre Ball

Kristy Choi

Megan Gilliland

Ann Shawver

T.W. Bruno, Lisa Williams, and Anne Curtis Saunders,

McGuireWoods

Inside this issue:

SEC Releases

Amendments

2

Getting to

Know Our

President

3

Scholarship

Recipients

4

Upcoming

Events

5

Sponsors 6

Page 2

SEC Releases Amendments to Rule 15c2-12 (continued)

Virginia Women in Public Finance

McGuireWoods published an August 2018 Legal Alert, “Seven Things to Know About the SEC’s Amendments to Rule

15c2-12”. The following is a summary of the seven points:

1) Existing continuing disclosure undertakings are unaffected.

2) The definition of “financial obligation” includes only debt, debt-like and debt related obligations, and it does include

ordinary financial and operating liabilities.

3) If an issuer's continuing disclosure agreement includes the New Disclosure Events, then an event notice must be filed

upon the occurrence of the event that reflects financial difficulties, regardless of whether the financial difficulties relate

to a financial obligation that predates the amendments.

4) Broker-dealers will not need to perform diligence on an issuer's or obligated person's past compliance with the New

Disclosure Events added by the amendments unless the issuer or obligated person has a continuing disclosure

undertaking that includes the New Disclosure Events.

5) Only leases that are debt or debt-like are included in the definition of financial obligation. A lease that operates as a

vehicle to borrow money is included in the definition.

6) When preparing an event notice for the incurrence of a material financial obligation, the notice should include a

description of the material terms of the financial obligation. However, the SEC provided little guidance on its

interpretation of materiality, leaving the determination to the reporting entity.

7) The definition of "financial obligation" includes derivative instruments (like swaps). The incurrence of a derivative

instrument would trigger the need to file an event notice under these amendments, even if the derivative instrument

relates to debt that is otherwise exempt from the filing requirements of the amendments. So if there is a swap done

on publicly-issued debt (which would typically be exempt from the notice requirements of the amendments), notice of

the swap would need to be posted on EMMA.

The amendments define "financial obligation" as a (i) debt obligation; (ii) derivative instrument entered into in connection

with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (iii) guarantee of (i) or

(ii). The definition does not include municipal securities as to which a final official statement has been provided to the

Municipal Securities Rulemaking Board (MSRB), consistent with Rule 15c2-12.

In preparation for these amendments, issuers will need to update their form of continuing disclosure agreement and

disclosure policies. Broker-dealers will need to update their 15c2-12 compliance procedures as well. Issuers are

encouraged to consult with bond counsel about how the amendments will affect their debt program and future bond

issuance.

The complete article is available at https://www.mcguirewoods.com/Client-Resources/Alerts/2018/8/Seven-Things-Know-About-SECs-

Amendments-Rule-15c2-12.aspx.

McGuireWoods has a strong, client-focused public finance practice, especially in Virginia. The firm’s public finance practice includes lawyers in

Baltimore, DC, Northern Virginia, Richmond, Raleigh and Charlotte, and the practice regularly ranks at or near the top of bond counsel rankings in

the Southeast Region.

Page 3 Virginia Women in Public Finance

Stephanie is Senior Program Manager / Compliance Officer at Virginia Resources Authority (“VRA”),

the Commonwealth’s municipal bond bank. Stephanie joined VRA in 2010, and she now has primary

responsibility for the oversight and ongoing compliance review of all loans outstanding. VRA has

several loan programs with approximately $4 billion outstanding. The compliance function is a key

component of maintaining its high credit rating in the bond programs which contributes to its ability to

provide cost-effective financing for local infrastructure projects.

Stephanie became involved in VWPF at the inception of our organization in 2012. She immediately

supported our Mary Blackwell Barnes Memorial Scholarship and has connected many talented young

women with our industry in this role. In 2014, the Founders of VWPF recognized Stephanie’s impact

within our industry and awarded her with their Rising Star Award. The following year, Stephanie was

asked to join the Board of Directors of VWPF. Reflecting on her past contributions to VWPF and her

decision to assume additional responsibility as President, Stephanie points to the opportunity to give

back to the members of our organization.

Stephanie is involved in a number of different organizations, notably also serving on the Executive Board

of the Virginia Government Finance Officers’ Association. She differentiates VWPF from other

organizations she is involved in because networking is the primary focus. Stephanie notes that “through

VWPF, I have made many connections that I would not have made otherwise. Having a professional

network is very important for everyone, especially women, and VWPF helps women develop a network

and find mentors and coaches.”

As President of VWPF, Stephanie plans to build on the past accomplishments of the organization. She

notes that in a short period of time, VWPF has experienced significant growth and has been very

successful in offering its members networking opportunities and leadership development training. She

would like to continue to grow our membership and create greater diversity in attendees.

Getting to Know our New President,

Stephanie Jones

After serving on the Board of Directors since 2015, Stephanie Jones was selected to serve as President of

Virginia Women in Public Finance (“VWPF”) beginning in 2018. Stephanie is a leader in our industry, and we

are very fortunate to have her steering our organization as VWPF’s fourth president.

Page 4 Virginia Women in Public Finance

Scholarship Recipients Announced

The 2018 Mary Blackwell Barnes Memorial Scholarship has been awarded to two outstanding individuals with

a high regard for public service. The scholarship is named in honor of Mary Blackwell Barnes, a dedicated

servant of public finance. Mary passed away in 2009, but her memory lives on through the contributions she

made to public finance in Virginia. Throughout her 20+ year career in public finance, Mary was a great

example of hard work and a positive, confident attitude. This scholarship honors Mary by recognizing similarly

motivated female students. The award is traditionally presented at the annual Virginia Women in Public

Finance Signature Event. Hurricane Florence canceled the event this September.

Carly Gordon is a student from George Washington University. She is enrolled in the Class of

2019’s Masters of Public Administration program. Ms. Gordon stood out to the Scholarship

Committee for her dedication to a career in public service and her understanding of various aspects of

public finance, including budgeting and economics. She carries a robust course load in her program,

obtaining high marks in, among other courses, Economics for Public Decision Making and Financing

Higher Education. In addition to her academic achievements, Ms. Gordon stands out as a leader. She

has held various leadership positions with a wide variety of nonprofit organizations benefitting her

community. Her education and varied volunteer experiences will serve her well in her future career.

Linjiang “Hannah” Han is a graduate of the University of Virginia. She is a member of the Class of

2019 from the McIntire School of Commerce, majoring in Finance and Accounting. Ms. Han stood out

to the Scholarship Committee for her insatiable curiosity, tenacity and commitment to helping

others. Ms. Han is passionate about accounting, having accompanied her mother to her mother’s

college accounting classes when Ms. Han was a young child. Ms. Han’s mother instilled in her a respect

and admiration for government service that she carries with her today. She is dedicated to her goal of

working in the field of forensic accounting and investments, having interned with the Federal Bureau of

Investigation. Ms. Han is sure to make a difference in her future career.

We hope Carly and Hannah will be able attend our 2019 Signature Event so they can be recognized in

person. In the meantime, VA WPF leadership is working to connect them with ladies and men who

are active within our organization and can share experiences with each of them based on their

expressed interests. This work has already begun with VA WPF leaders having met these ladies for

lunch and time to share their experiences and learn about Carly and Hannah’s interests. Please

contact any board member if you would like to assist in this effort.

Page 5 Virginia Women in Public Finance

Upcoming Events See website for future event details

Governor’s Infrastructure Financing Conference

December 10-12, 2018

Hotel Roanoke, Roanoke , VA, 24016

Click here for event details

VA WPF VRA Conference Event Tuesday, December 11, 2018

Billy’s Restaurant

102 Market St SE, Roanoke, VA 24011

Click here for event details

GFOA Webinar: Disclosure Changes: Be Prepared for new

SEC Requirements

January 9, 2019

Webinar (register here)

CDFA Intro to Bond Finance Web Course February 20-21, 2019

Online (Registration Required)

Click here for event details

2019 Spring Virginia GFOA Conference May 8-10, 2019

Hilton Norfolk the Main

100 E Main St, Norfolk, VA 23510

2019 Fall Virginia GFOA Conference

October 9-11, 2019 Omni Richmond Hotel

100 S 12th St, Richmond, VA 23219

CDFA National Development Finance Summit November 6-8, 2019

Tampa, Florida

VACo 84th Annual Conference November 11-13, 2019

The Omni Homestead, Hot Springs, VA

As always, VWPF events are free to attend. We look forward to seeing you there!

Thank You to Our

Annual Sponsors!

Job Announcements

Leaders of VWPF

VWPF Immediate Past-

President Megan Martz

Gilliland is now associated

with the law firm of

Kaufman & Canoles,

P.C. Her practice will

continue to focus on public

finance and local

government matters.

Virginia Chapter Founding

member Lisa Medina

Williams has returned to

McGuireWoods, LLP after

spending three years as in-

house counsel at Wells

Fargo Bank, NA, where she

supported the public

finance line of business. Lisa

will continue to provide

legal services to clients in

Virginia and will expand her

practice into the Carolinas

and throughout the United

States.

P.O. Box 129

Richmond, Virginia 23219

E-mail: info@virginiawpf.org

Website: www.virginiawpf.org