SEC Adopts Final Rules for Asset-Backed Securities - Part 2

Research Reports

. In the Adopting Release, the SEC notes that the current SEC rules creating safe harbors for distribution of broker or dealer research reports in the context of a public offering²⁸ do not correspond well to ABS offerings. The Rules as adopted provide a safe harbor to the effect that the publication or distribution by a broker or dealer of a research report with respect to investment-grade ABS meeting the other criteria of Form S-3 will not be deemed to constitute an offer for sale or offer to sell such ABS registered or proposed to be registered, even if the broker or dealer is a participant in the registered offering, if the following conditions are met:

• the broker or dealer has previously published or distributed with reasonable regularity information, opinions, or recommendations of Form S-3 ABS backed by substantially similar collateral as that backing the Form S-3 in the research report;