SEC Adopts Revisions to Final Rule on Asset-Backed Securities Disclosure and Registration (Fed. Reg.)

The SEC's adoption of revisions to Regulation AB and other rules governing the offering process, disclosure and reporting for asset-backed securities ("ABS") was published in the Federal Register.

The final rules require that, with some exceptions, prospectuses for public offerings under the Securities Act, and ongoing reports under the Exchange Act, of ABS backed by real estate assets, auto-related assets or debt securities, contain specified asset-level information about each of the assets in the pool.

Additionally, the SEC adopted (i) rules to revise filing deadlines for ABS offerings to "provide investors with more time to consider transaction-specific information, including information about the pool assets"; (ii) new registration forms tailored to ABS offerings; and (iii) rules repealing the credit ratings references in shelf eligibility criteria for ABS issuers and establishing new shelf eligibility criteria.

The effective date of these rules is November 24, 2014; however, different compliance dates for certain of the requirements include the following:

• registrants must comply with the new rules, forms and disclosures for offerings on Forms SF-1 and SF-3 no later than November 23, 2015;
• offerings of ABS backed by residential mortgages, commercial mortgages, auto loans, auto leases and debt securities (including resecuritizations) must comply with asset-level disclosure requirements no later than November 23, 2016; and
• any Form 10-D or Form 10-K that is filed after November 23, 2015 must comply with new rules and disclosures, with the exception of asset-level disclosures.

See: 79 FR 57183.Related news: SEC Approves Asset-Backed Securities Reform Rules (with Cadwalader Alert) (August 27, 2014); SEC Approves Additional Trade Reporting Requirements for Various Types of Asset-Backed Securities (Reg. Notice 14-34) (with Lofchie Comment) (August 22, 2014); SEC Extends Comment Period for Two Releases Related to ABS (Fed. Reg.) (April 2, 2014); SEC Reopens Comment Period for ABS (Fed. Reg.) (February 28, 2014); SEC Releases Memo and Reopens Comment Period for Asset-Backed Securities Disclosure Data and Registration (February 25, 2014).