The SEC announced that it adopted new rules and rule amendments (collectively, the “Final Rules”) that revise the offering process, disclosure and reporting requirements for publicly-offered asset-backed securities (“ABS”). In part, the Final Rules implement mandates under the Dodd-Frank Act. Among other things, the Final Rules (1) require issuers to provide standardized asset-level information for ABS backed by residential mortgages, commercial mortgages, auto loans, auto leases, and debt securities (including resecuritizations), (2) require ABS issuers using a shelf registration statement to give investors additional time to analyze the specific structure, assets, and contractual rights for an ABS transaction, (3) replace the existing investment grade requirement for ABS shelf offering eligibility with transaction requirements and make other changes to ABS shelf offering procedures and forms, and (4) revise ABS prospectus disclosure and ongoing reporting requirements. Although the definitive adopting release is not yet publicly available, additional detail can be found in a draft final rule.
The Final Rules become effective 60 days after the date the adopting release is published in the Federal Register (the “Publication Date”). The compliance date for the new asset-level disclosure requirements is two years after the Publication Date. The compliance date for remainder of the Final Rules is one year after the Publication Date.