Parties to a municipal financing will vary depending on the type of the transaction and whether the Securities are sold in a Private Placement, a Competitive Sale or a Negotiated Sale. Accordingly, not all of the parties listed below will appear in each public finance transaction. Conversely, in certain financings, there may be additional participants not listed below.

Click on the titles of various parties to explore and learn more about their roles.

Bond Counsel

An attorney or firm of attorneys, frequently retained by the Issuer but sometimes by another party to the transaction, to render an opinion in a bond financing as to the validity and enforceability of the bonds and the treatment of the interest on the bonds under the code and applicable state law.

Borrower

The party, often called a conduit borrower or conduit obligor, borrowing bond proceeds from the issuer and, in such case, is responsible for making interest payments and repaying principal of the bonds as it becomes due.

Borrower’s Counsel

An attorney or firm of attorneys serving as counsel to the borrower in connection with a conduit financing.

Disclosure Counsel

An attorney or firm of attorneys engaged to assist with understanding and satisfying disclosure responsibilities of an Issuer, both in connection with primary offerings of bonds and in determining whether (and if so, how) to provide secondary market disclosure.

Dissemination Agent

A firm or company engaged to assist the issuer or the borrower in complying with its ongoing continuing disclosure obligations.

Escrow Trustee (Agent)

The custodian of funds held in the escrow fund and responsible for holding and managing the escrow fund, including any investments in the escrow fund, up to and including the date when the refunded bonds mature or redeemed, whichever is earlier.

Issuer

A state, political subdivision, agency or authority that borrows money through the sale of bonds or other securities. 

Issuer’s Counsel

An attorney or firm of attorneys engaged to represent the Issuer to ensure proceedings have been conducted legally and that the issuer has the authority to execute the documents to which it is a party.

Lender

The entity or entities, typically commercial banks, which purchases the bonds pursuant to a private placement for its own portfolio.

Lender’s Counsel

An attorney or firm of attorneys engaged to represent the lender in a private placement.

Municipal (Financial) Advisor

A consultant to an issuer (or, in some cases, a borrower) which provides advice with respect to the structure, timing, terms or other similar matters concerning a bond issue.

Paying Agent

The institution, often appointed in an indenture or a paying agency agreement, responsible for making payments of interest and principal to bondholders.

Rating Agency

A national credit agency providing an independent appraisal of the credit quality of the Issuer, the conduit borrower, if any, and/or the bond issue.

Registrar

The person or entity responsible for maintaining records on behalf of the issuer for the purpose of recording the names of the owners of registered bonds.

Special Tax Counsel

An attorney or firm of attorneys engaged to render opinions on the federal and/or state tax exemption for tax-exempt bonds and those aspects of the transaction relating to whether the tax-exempt bonds qualify for federal tax exemption and, in some cases, state tax exemption.

Trustee

A commercial bank or trust company with trust powers which acts in a fiduciary capacity for and on behalf of the bondholders by entering into an indenture with the issuer of the bonds.

Trustee’s Counsel

An attorney or firm of attorneys engaged to serve as counsel to the trustee.

Underwriter

A securities broker or dealer that purchases bonds from an issuer and resells them to investors.

Underwriter’s Counsel

An attorney or firm of attorneys engaged to represent the underwriter(s) in connection with the issuance of bonds.

Verification Agent

A certified public accountant or a firm of certified public accounts engaged for preparing the verification report.

Hudson Yards Rail Yards

Start with the Bond Basics

SEC Rule 15c2-12

Rule promulgated under the 1934 Exchange Act and adopted by the SEC in 1989 to establish standards for the procurement and dissemination of disclosure documents by underwriters as a means of enhancing the accuracy and timeliness of disclosure to municipal securities investors.