Texas Administrative Code › Title 1 - ADMINISTRATION › Part 3 - OFFICE OF THE ATTORNEY GENERAL › Chapter 53 - MUNICIPAL SECURITIES › Subchapter A - APPROVAL OF MUNICIPAL SECURITIES BY ATTORNEY GENERAL › Section 53.16 - Submission and Approval of Transcripts

Current through Reg. 49, No. 28; July 12, 2024
(a) Submitting Attorney. A transcript must be
				  submitted by an attorney licensed in Texas.
(b) Submission Deadlines. An issuer must
				  submit its record of proceedings at least 10 working days prior to closing for
				  traditional financings, and at least 12 working days prior to closing for
				  nonprofit corporation or other conduit issuer financings. In the cover letter
				  for the transcript submission, bond counsel must advise the Public Finance
				  Division of public securities requiring the delivery of an approving opinion
				  earlier than normally provided and must submit the record of proceedings a
				  corresponding amount of additional time prior to the proposed closing date.
				  These time periods may be increased with advance notice from the Public Finance
				  Division in an All Bond Counsel Letter. Record of proceedings must be submitted
				  in substantially final form. Preliminary or pro-forma proceedings will not be
				  accepted for review without prior approval for good cause shown when the
				  current Public Finance Division workload allows. Black-lined pages identifying
				  changes must accompany any changed pages to the record of proceedings. An
				  issuer's failure to submit a substantially complete record of proceedings prior
				  to the expected release date of a preliminary approval letter under subsection
				  (d) of this section may prevent the release of approved public securities by
				  the proposed closing date.
(c)
				  Initial Public Securities. Initial public securities must be submitted no later
				  than five working days prior to closing.
(d) Preliminary Approval Letters. No
				  preliminary approval letter from the Public Finance Division should be expected
				  until the end of the fifth working day preceding the date set for closing, or
				  an earlier date as requested by bond counsel in writing, if the time
				  requirements for an earlier approval date have been met. If the issuer fails to
				  submit a substantially complete record of proceedings, the Public Finance
				  Division may delay the release of the preliminary approval letter until such
				  time as a substantially complete record of proceedings is received. After
				  receipt by bond counsel of a preliminary approval letter relative to a given
				  issue, bond counsel shall supply a written response to any questions,
				  enclosing, when requested, missing or substituted documentation. Intervening
				  telephone discussion is welcome, and confirmation of any verbal waivers or
				  modifications to the preliminary approval requirements should be included in
				  the reply letter.
(e) Submission of
				  Final Documents. Any outstanding requirements for final approval as well as the
				  final versions of documents originally submitted in unexecuted or uncertified
				  form, which shall be executed as required by law, must be submitted no later
				  than three working days prior to closing. Exceptions to this requirement may be
				  granted by the Public Finance Division for good cause, if the current workload
				  allows.
(f) Registration of Public
				  Securities. If all requirements have been satisfied, approved public securities
				  generally will be sent by the Public Finance Division to the Texas Comptroller
				  of Public Accounts for registration two days prior to the proposed closing
				  date.
(g) Approval of Certain
				  Contracts. For record of proceedings in which specific approval by the Office
				  of the Attorney General of a contract providing revenue or security to pay the
				  public security is required, the proceedings, including the contract, must be
				  supplied in final and executed or certified form by the time of
				  approval.
(h) Agreements to be
				  Registered by Texas Comptroller of Public Accounts. For agreements required by
				  law to be registered by the Texas Comptroller of Public Accounts, such as lease
				  purchase agreements, the issuer must submit two fully executed agreements. One
				  will be registered with the Texas Comptroller of Public Accounts and returned
				  to the issuer, and the second will remain with the transcript file.
(i) No Guarantee of Final Approval. Receipt
				  of a preliminary approval letter does not constitute a guarantee of final
				  approval of the public securities and should not be relied upon as such.
				  Closings may be delayed if required documents are not timely filed or if there
				  are unresolved legal issues. Furthermore, the Office of the Attorney General
				  does not represent, assure or guarantee completion of transcript examination or
				  the issuance of transcript approval by any specific date or time.
(j) Calculation of Deadlines. For
				  calculations under this section, the day of submission is counted if the record
				  of proceedings is received by 3:00 p.m., but the day of closing is not counted.
				  If bond counsel states that it is satisfactory for the public securities to be
				  registered by the Comptroller of Public Accounts the day before closing, then
				  one day may be subtracted from the time requirements. If approval is requested
				  a certain number of days prior to closing, then the time requirements are
				  counted back from the requested approval day, not from closing.
(k) Review of Forward Deliveries. An opinion
				  for forward delivery public securities will not be delivered until shortly
				  before the delivery date of the public securities. A preliminary approval
				  letter will be provided, and subsequently, if requested, the reviewing attorney
				  will confirm that all outstanding requirements have been satisfied, to the
				  extent this has occurred. An extensive "settlement certificate" generally
				  setting forth information of the nature required to be in general and
				  no-litigation certificates and confirming that there have been no material
				  changes made to the transcript previously reviewed by this office will be
				  required before the opinion is given.
(l) Return of Record of Proceedings. A record
				  of proceedings on file with the Public Finance Division for six (6) months with
				  no action will be returned to bond counsel. Should any such proceedings be
				  resubmitted, a new fee will be required.
(m) Facsimile Transmissions. Unless
				  specifically requested or approved by the Public Finance Division, no fax
				  transmissions of more than 20 pages may be sent to the Public Finance Division.
				  Unless specifically requested, material should not be faxed in the late
				  afternoon or evening if it is being sent by overnight delivery.