Regulation AB II & Regulation AB

Regulation AB, issued by the SEC in 2005, addresses the offering, disclosure and reporting process for asset-backed securities. In 2010, the SEC released a series of proposed revisions to Regulation AB, known as Reg AB II, to address perceived weaknesses revealed by the financial crisis. In 2011, the SEC re-proposed elements of its 2010 Reg AB II proposal, in light of industry developments and the passage of the Dodd-Frank Act.

ASF Comments and Resources

• ASF Comment Letter: Expiration of Filing Accommodation for Static Pool Information – May 04, 2012
• ASF Proposal: Reg AB II Private Placements – February 01, 2012
• ASF Comment Letter: Reg AB II: ABCP Private Placements – January 27, 2012
• ASF Comment Letter: Reg AB II Re-Proposed Rules: Required Data Disclosure for Equipment Sector – November 02, 2011
• ASF Comment Letter: Reg AB II Re-Proposal – October 04, 2011

Regulatory Materials and Other Resources

• SEC NPR: Eliminating the Prohibition Against General Solicitation and General Advertising in Rule 506 and Rule 144A Offerings – August 29, 2012
• SEC Re-Proposed Rule: Re-Proposal of Shelf Eligibility Conditions for Asset-Backed Securities (Reg AB II Re-Proposal) – August 05, 2011
• SEC Final Rule: Extension of Filing Accommodation for Static Pool Information in Filings With Respect to Asset-Backed Securities – December 22, 2010
• SEC Proposed Rule: Extension of Filing Accommodation for Static Pool Information in Filings With Respect to Asset-Backed Securities – September 03, 2010
• World Privacy Forum Comment Letter: Reg AB II and Loan-Level Data – August 02, 2010

ASF News

• ASF Submits Letter to SEC re Temporary Filing Accommodation for Static Pool Information – May 04, 2012
• ASF Submits Updated Private Placement Proposal to SEC – February 01, 2012
• ASF Submits Form 144A-SF Notice Comment Letter to SEC – January 27, 2012
• ASF Submits Equipment ABS Comment Letter to SEC re Reg AB II Re-Proposals – November 02, 2011
• ASF Submits Reg AB II Re-Proposals Comment Letter to SEC – October 04, 2011

Industry News

• SEC Releases NPR re General Solicitation and Advertising in Reg D & Rule 144A Offerings – August 29, 2012
• Static Pool Filing Accommodation Set to Expire June 30, 2012 – June 19, 2012
• SEC Reportedly Doing Deep Dive into Privacy Issues re Reg AB II Loan-Level Data – April 01, 2012
• SEC Chairman Cox Testifies at Senate Banking Committee – April 26, 2006

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Sub-Issues

• Transaction Document Filing Timing

  The Reg AB II re-proposal contained proposals concerning the timing of filing of transaction documents.

• Reg AB Market Standards

  ASF has produced several market standards and practices guides to assist members in compliance with Items of Regulation AB.

• Broader Securities Offering Reform

• Static Pool Filings

  The Reg AB II re-proposal contained a proposal to amend SEC Rule 312 to allow issuers to make filings on EDGAR of static pool information required by Item 1105 of Regulation AB in Portable Document Format (PDF).

• Data Disclosure Requirements

  The Reg AB II proposal and re-proposal contained provisions that would require enhance data requirements such as loan- and/or group-level data disclosure and reporting for various asset classes. As the cost and importance of specific-level disclosure and reporting varies depending on asset class, ASF has provided several comment letter to address these issues.

• Private Placements

  The Reg AB II re-proposal requested additional comment relating to “structured finance products” being sold in reliance on Rule 144A or Regulation D, so-called private placements.

• Shelf Eligibility Requirements

  The Reg AB II re-proposal contained proposed rules relating to shelf eligibility for asset-backed securities, including the certification of an executive officer of the depositor, the appointment of a credit risk manager to review underlying assets, and provisions for investor communication.