ABS: Securities Act Registration

ABS Registration Forms

Form S-1 or Form S-3

Exclusive forms for registration of ABS
Including foreign ABS
Form S-1 can be used for any offering that meets definition of asset-backed security
Form S-3 can be used if additional eligibility requirements are met
Final release commentary

Form S-3 eligibility requirements

Limit on amount of delinquent assets:

For ABS backed by leases (non-auto), limit on residual values:

Depositor and its affiliates must be current in Exchange Act reporting

Applies to each issuing entity established by the depositor
~ exception if affiliation was result of a business combination
Applies to all ABS transactions of the same asset class filed in prior 12 months (and any portion of a month)
Reports must also have been timely when made
~ exception for some Form 8-K items

Signature Requirements

Registration of Underlying Pool Assets

Market-making Transactions

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