As predicted in the keynote address at last week’s Structured Finance Industry Group conference in Las Vegas by Bingham partner Chris Cox, a past Chairman of the U.S. Securities and Exchange Commission (the “SEC”) and a 17-year member of Congress from California, on February 5, 2014, the SEC will consider adopting the long-awaited amendments to Regulation AB and other rules affecting the offering process for asset-backed securities, commonly known as “Regulation AB II.”1 According to the SEC’s agenda, these new rules would “revis[e] the disclosure, reporting, and offering process for asset-backed securities,” and would “require asset-backed issuers to provide enhanced disclosures including information for certain asset classes about each asset in the underlying pool in a standardized, tagged format and revise the shelf offering process and eligibility criteria for asset-backed securities.”As originally proposed in 2010 (and partially re-proposed in 2011), Regulation AB II included provisions that would:
The SEC’s agenda makes no reference to any new disclosure requirements for private offerings of asset-backed securities, one of the provisions of proposed Regulation AB II that drew the heaviest industry commentary. Whether new disclosure requirements for Rule 144A offerings will be included in the rules considered by the SEC on February 5 remains to be seen.
If you have any questions or would like more information on the issues discussed in this LawFlash, please contact any of the following Morgan Lewis lawyers:Charles Sweet
1 Available at http://www.sec.gov/news/openmeetings/2014/ssamtg020514.htm.
2 For our guide to Regulation AB II as originally proposed in 2010, see A Guide to the SEC’s Proposed Revisions to the Rules and Forms for Offerings of Asset-Backed Securities, available at http://www.bingham.com/Alerts/Files/2010/04/A-Guide-to-the-SECs-Proposed-Revisions-to-the-Rules-and-Forms-for-Offerings-of-Asset-Backed-Securities. For our client alert on the partial re-proposal of Regulation AB II in 2011, see SEC Re-Proposes Shelf Eligibility Conditions and Filing Requirements for Transaction Documents in Offerings of Asset-Backed Securities, available at http://www.bingham.com/Alerts/2011/08/SEC-Re-Proposes-Shelf-Eligibility-Conditions-and-Filing-Requirements-for-Transaction-Documents-in-Offerings-of-Asset-Backed.
This article was originally published by Bingham McCutchen LLP.