SEC's Division of Corporation Finance Withdraws Two C&DIs on Trust Indenture Act | Practical Law

SEC's Division of Corporation Finance Withdraws Two C&DIs on Trust Indenture Act | Practical Law

The SEC's Division of Corporation Finance withdrew two compliance and disclosure interpretations (C&DIs) on the Trust Indenture Act.

SEC's Division of Corporation Finance Withdraws Two C&DIs on Trust Indenture Act

Practical Law Legal Update 7-610-1985 (Approx. 3 pages)

SEC's Division of Corporation Finance Withdraws Two C&DIs on Trust Indenture Act

by Practical Law Corporate & Securities
Published on 24 Apr 2015USA (National/Federal)
The SEC's Division of Corporation Finance withdrew two compliance and disclosure interpretations (C&DIs) on the Trust Indenture Act.
On April 24, 2015, the SEC's Division of Corporation Finance withdrew two compliance and disclosure interpretations (C&DIs) regarding application of the Trust Indenture Act to asset-backed securities certificates. The withdrawn C&DIs (202.01 and 203.01) set out a situation in which certificates representing a beneficial ownership interest in a trust are offered to the public under a registration statement under the Securities Act, the assets of the trust include a pool of mortgage loans with multiple obligors administered under a pooling and servicing agreement, and partial payment of the certificates is guaranteed by a third party. The now archived C&DIs clarified that in this situation:
  • The certificates were exempt from the Trust Indenture Act under Section 304(a)(2).
  • The guarantee of the certificates was exempt under Section 304(a)(7).
To learn more about the US federal laws governing indentures for debt securities issued by domestic and foreign companies, see Practice Note, Indenture and Indenture Trustee: Governing Laws.