This morning, September 24, 2014, Regulation AB II was published in the Federal Register. For a copy of the 164-page adopting release, click here.

With its publication, the effective date and compliance dates for the new rules are as follows:

Effective Date: The effective date for the new rules is November 24, 2014.

Compliance Dates: The SEC has adopted a one-year transition period for all new rules, except those relating to asset-level disclosure, and a two-year transition period for the new rules relating to asset-level disclosure. In each case, the transition period begins to run from the effective date for the new rules. As a result:

  • Offerings on Forms SF-1 and SF-3: Registrants must comply with new rules, forms, and disclosures (except for asset-level disclosure) no later than November 23, 2015.
  • Asset-Level Disclosures: Offerings of asset-backed securities backed by residential mortgages, commercial mortgages, auto loans, auto leases, and debt securities (including resecuritizations) must comply with asset-level disclosure and reporting requirements no later than November 23, 2016.
  • Transition: Based on the SEC's commentary in the adopting release, as a transition matter, offerings of asset-backed securities commencing with an initial bona fide offer on or after these dates will be subject to the new requirements. Consequently, after the one-year transition period, ABS issuers seeking to conduct a shelf ABS offering must conduct that offering off of an effective Form SF-3 registration statement.
  • Forms 10-D and 10-K: Any Form 10-D or Form 10-K that is filed after November 23, 2015 must comply with the new rules and disclosures, except asset-level disclosures.

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