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SECURITIES AND EXCHANGE COMMISSION17 CFR PART 232[RELEASE NO. 33-9087; File No. S7-23-09]RIN 3235-AK44EXTENSION OF FILING ACCOMMODATION FOR STATIC POOLINFORMATION IN FILINGS WITH RESPECT TO ASSET-BACKEDSECURITIESAGENCY:
Securities and Exchange Commission.
ACTION:
Final rule.
SUMMARY:
The Commission is adopting an amendment to Rule 312 of Regulation S-T to extend its application for one year. Rule 312 provides a temporaryfiling accommodation for filings with respect to asset-backed securities that allows staticpool information required to be disclosed in a prospectus to be provided on an InternetWeb site under certain conditions. Under the rule, such information is deemed to beincluded in the prospectus included in the registration statement for the asset-backedsecurities. As a result of the extension, the rule will apply to filings with respect to asset-backed securities filed on or before December 31, 2010.
EFFECTIVE DATE:
This amendment is effective December 31, 2009.
FOR FURTHER INFORMATION CONTACT:
John Harrington, Attorney-Adviser,Division of Corporation Finance, at (202) 551-3430, U.S. Securities and ExchangeCommission, 100 F Street, NE, Washington, DC 20549-3628.
SUPPLEMENTARY INFORMATION
: We are adopting an amendment to Rule 312
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of Regulation S-T.
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17 CFR 232.312.
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I. BACKGROUND AND DISCUSSION OF THE AMENDMENT
In December, 2004, we adopted new and amended rules and forms to address theregistration, disclosure and reporting requirements for asset-backed securities (“ABS”)under the Securities Act of 1933
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(the “Securities Act”) and the Securities Exchange Actof 1934
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(the “Exchange Act”).
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As part of this rulemaking, we adopted Regulation AB,
a new principles-based set of disclosure items forming the basis for disclosure withrespect to ABS in both Securities Act registration statements and Exchange Act reports.Compliance with the revised rules was phased in; full compliance with the revised rulesbecame effective January 1, 2006. One of the significant features of Regulation AB isItem 1105, which requires, to the extent material, static pool information to be providedin the prospectus included in registration statements for ABS offerings.
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While thedisclosure required by Item 1105 depends on factors such as the type of underlying assetand materiality, the information required to be disclosed can be extensive. For example,a registrant may be required to disclose multiple performance metrics in periodic
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17 CFR 232.10 et seq.
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15 U.S.C. 77a et seq.
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15 U.S.C. 78a et seq.
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See Asset-Backed Securities, Release No. 33-8518 (December 22, 2004) [70 FR 1506] (adoptingrelease related to Regulation AB and other new rules and forms related to asset-backed securities)(hereinafter, the “2004 Adopting Release”).
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17 CFR 229.1100 et seq.
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See Form S-1 and Form S-3 under the Securities Act. Static pool information indicates howgroups, or static pools, of assets, such as those originated at different intervals, are performingover time. By presenting comparisons between originations at similar points in the assets’ lives,the data allows the detection of patterns that may not be evident from overall portfolio numbersand thus may reveal a more informative picture of material elements of portfolio performance andrisk.
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increments for prior securitized pools of the sponsor for the same asset type in the lastfive years.
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As described in the 2004 Adopting Release, in response to the Commission’sproposal to require material static pool information in prospectuses for ABS offerings,many commenters representing both ABS issuers and investors requested flexibility inthe presentation of such information. In particular, commenters noted that the requiredstatic pool information could include a significant amount of statistical information thatwould be difficult to file electronically on EDGAR as it existed at that time and difficultfor investors to use in that format. Commenters accordingly requested the flexibility forABS issuers to provide static pool information on an Internet Web site rather than as partof an EDGAR filing.
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In response to these comments, we adopted Rule 312 of Regulation S-T, which permits, but does not require, the posting of the static poolinformation required by Item 1105 on an Internet Web site under the conditions set forthin the rule.
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We recognized at the time that a Web-based approach might allow for theprovision of the required information in a more efficient, dynamic and useful format thanwas currently feasible on the EDGAR system. At the same time, we explained that wecontinued to believe at some point for future transactions the information should also besubmitted with the Commission in some fashion, provided investors continue to receivethe information in the form they have requested. Accordingly, we adopted Rule 312 as atemporary filing accommodation applicable to filings filed on or before December 31,
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17 CFR 229.1105.
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See 2004 Adopting Release, Section III.B.4.b.
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17 CFR 232.312(a). Instead of relying on Rule 312, an issuer can include information required byItem 1105 of Regulation AB physically in the prospectus or, if permitted, through incorporationby reference from an Exchange Act report.
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