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U.S. Securities and Exchange Commission

Statement by SEC Staff:
Statement Regarding the Registered Asset-Backed Securities Market


Meredith Cross

Director, Division of Corporation Finance
U.S. Securities and Exchange Commission

July 22, 2010

"The SEC has been reviewing the interaction between the requirements for registered asset-backed securities offerings provided in "Regulation AB" and the requirement that issuers now obtain credit rating agency's experts consent for use in filings, as is the case with other 'experts.'

"Within the next day, the Division of Corporation Finance expects to issue a 'no action' letter allowing issuers for a period of 6 months to omit credit ratings from registration statements filed under Regulation AB. Although there are currently few issuers in the registered asset-backed securities market, we understand from some issuers that they cannot currently obtain credit rating agency consent to include the credit ratings in these 'Reg AB' filings. This action will provide issuers, rating agencies and other market participants with a transition period in order to implement changes to comply with the new statutory requirement while still conducting registered ABS offerings.

"As is more fully explained in interpretations issued by the Division of Corporation Finance today (http://www.sec.gov/divisions/corpfin/cfnew.shtml), the current rules for corporate debt issuances differ in this respect — and we believe that the corporate debt market has not been, and should not under current rules be, meaningfully affected by the statutory change."


Modified: 07/22/2010