Written materials such as term sheets and yield tables

New SEC rules codify a series of no-action letters

Simplify their use during the offering process

SEC commentary

Final release 33-8518 2005

• Proposal release 33-8419 2004

Rule 167

• Authorizes the use of ABS informational and computational materials

Rule 426

• Requires filing of all ABS informational and computational materials
• Filing makes the materials become part of the registration statement for the deal to which they relate

Brief written description of the structure of an ABS offering, including:

• classes of ABS to be offered
• size of each class
• priority of payments among classes
• other similar items

From Greenwood Trust Company No-action Letter 4.04.96

Brief written description of certain characteristics of the pool of assets backing an offering of ABS

"[C]omputer generated tables and charts displaying for a proposed class of [ABS] the yield, average life, duration, expected maturity, interest rate sensitivity and cash flow characteristics of the class under a variety of possible prepayment scenarios including, without limitation, ... such background information concerning the underlying pool of assets and the proposed structure of [such ABS] as may be necessary for an analysis of the comparative data."

From Kidder Peabody No-action Letter 5.20.94

Form 10-D

Asset-Backed Securities

What's New: Asset-Backed Securities