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Draft Filing Review Program for Asset-Backed Securities Issuers

Oct. 6, 2014

The Commission recently adopted revisions to the rules governing disclosure, reporting, and the offering process for asset-backed securities.  ABS issuers must comply with the new rules and forms, other than asset-level disclosures, no later than November 23, 2015.  The Division of Corporation Finance is inviting ABS issuers to request staff review of their registration statements in draft form, prior to filing. 

We will select at least two issuers per asset class on a first-come, first-served basis, and we may select additional issuers to participate in the draft filing review program.  Interested ABS issuers should submit a request to participate in the draft filing review program via e-mail to   We will begin accepting requests to participate in the program starting on October 20, 2014 at 9:00 am EDT, and requests should be received no later than 5:30 pm EDT on October 24, 2014.  In the request, please identify the issuer, the sponsor and the asset class.

The staff will contact the selected ABS issuers and provide them with a deadline for submitting the draft registration statement, which we expect will be in February 2015.  We will review draft registration statements for compliance with all applicable disclosure and filing requirements, including but not limited to revised Regulation AB and provide comments on the draft disclosure.  We will provide selected ABS issuers with anticipated review timeframes as well as procedural requirements for program participation.

To assist ABS issuers in preparing for the new disclosure requirements, the Division intends to make draft registration statements and related staff comment letters available to the public in advance of the compliance date.

Regardless of whether they are selected for the draft filing review program, we encourage all ABS issuers to file their registration statements as early as possible before the compliance date for revised Regulation AB to ensure adequate time for completion of the staff review process.

Please contact Rolaine Bancroft or Hughes Bates at 202-551-3850 with any questions.

October 6, 2014

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