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Dec. 19, 2011

Securitization Alert: The SEC Wants To Be Your Valentine

On February 14, 2012, Valentine's Day, certain public and private companies will be required to file newly created Form ABS-15G with the Securities and Exchange Commission (the "SEC"). This new SEC filing requirement is mandated by Rule 15Ga-1 to the Securities Exchange Act of 1934, as amended, which was released by the SEC on January 20, 2011 to implement Section 943 of The Dodd-Frank Wall Street Reform and Consumer Protection Act. Rule 15Ga-1 and the accompanying Rule 17g-7[1] were enacted in response to a perceived lack of effectiveness of the contractual provisions related to representations and warranties in respect of the assets underlying asset-backed securities transactions and the lack of responsiveness by securitizers to efforts by investors and trustees to undertake enforcement actions and to exercise remedies in respect of breaches of such representations and warranties.

Sponsors and issuers of asset-backed securities should closely review Rule 15Ga-1, determine whether and to what extent disclosure is required, and begin to implement any system changes necessary to gather any data required to be disclosed. The following provides a brief summary of Rule 15Ga-1 and two checklists relating to the applicability of the February 14, 2012 filing requirement and future quarterly filing requirements.

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