The SEC voted unanimously last week to re-propose some rules pertaining to asset-backed securities (ABS) that are processed through shelf (i.e., an expedited) registration process.  The Commission is reproposing certain rules initially proposed in April 2010, after revising them for provisions spelled out in the Dodd-Frank Reform Act, and taking into account comments received back in 2010. 

Included in the reproposed rule filing are registrant and transaction requirements related to shelf registration of asset-backed securities and changes to exhibit filing deadlines.  The SEC also is requesting additional comment on its proposal to require asset-level information about the pool assets. 

Revised Requirements For Shelf Eligibility.  As reproposed, the SEC would require:

• A certification filed at the time of each offering off of a shelf registration statement, or takedown, by the CEO of the depositor or executive officer in charge of securitization of the depositor concerning the disclosure contained in the prospectus and the design of the securitization.
• Provisions in the underlying transaction agreements requiring the appointment of a credit risk manager to review assets upon the occurrence of certain trigger events and provisions requiring repurchase request dispute resolution;
• A provision in an underlying transaction agreement to include in ongoing distribution reports on Form 10-D a request by an investor to communicate with other investors; and
• An annual evaluation of compliance with the registrant requirements.

The SEC also is re-proposing revised filing deadlines for exhibits in shelf offerings to require that the underlying transaction agreements, in substantially final form, be filed and made part of a registration statement by the date the preliminary prospectus is required to be filed under the 2010 ABS Proposal.

Fianlly, the SEC is requesting additional comment on its 2010 ABS Proposals relating to asset-level data in light of Section 942(b) of the Act and comments received on the 2010 ABS Proposals. Section 942(b) of the Act adds Section 7(c) of the Securities Act to require the Commission to adopt regulations requiring an issuer of an asset-backed security to disclose, for each tranche or class of security, certain loan level information regarding the assets backing that security.

For further details, go to:   [SEC Reproposed Rule Release 33-9244, 7/26/11]