Potential Impact Of New SEC Rules On Cell Tower Securitizations

On August 27, 2014, the Securities and Exchange Commission (the "SEC") adopted two final rules implementing new regulations affecting asset-backed securities ("ABS"). The first set of rules, referred to in this memorandum as the "Third Party Reports Rules,"¹ include new rules requiring the filing of the findings and conclusions of reports of third-parties who have been employed by issuers and underwriters to provide due diligence services. The second set of rules, referred to in this memorandum by its popular name, "Regulation AB II,"² relate to asset-level disclosure and shelf registration requirements applicable to ABS transactions. These rules impose significant new filing, reporting and disclosure obligations on parties to ABS transactions. This memorandum discusses the applicability of these final rules to cell tower securitizations.