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SEC Issues Guidance to ABS Issuers on EDGAR Programming Changes
Practical Law Legal Update w-004-8267 (Approx. 3 pages)
SEC Issues Guidance to ABS Issuers on EDGAR Programming Changes
by Practical Law Finance
| Published on 07 Dec 2016 • USA (National/Federal) |
The SEC released guidance for issuers of asset-backed securities (ABS) on changes made to the EDGAR system in response to recently adopted revisions to Regulation AB and Rule 15Ga-2 of the Exchange Act.
On November 30, 2016, the SEC released guidance (in Q&A format) on programming changes to the EDGAR system for issuers of asset-backed securities (ABS). These changes were the result of recently adopted revisions to Regulation AB and Exchange Act Rule 15Ga-2 (see Legal Update, SEC Adopts Updated EDGAR Filer Manual (Volume II)). The guidance covers EDGAR filing and furnishing procedures for:
- Preliminary prospectuses under Rule 424(h) of the Securities Act.
- Form ABS-15G, with accompanying tables and third-party due diligence reports obtained in accordance with Exchange Act Rule 15Ga-2.
- Additional filings impacted by the EDGAR programming changes (i.e., an initial filing for an ABS issuing entity, including a Form ABS-EE).
The guidance covers:
- Central Index Key (CIK) creation. The guidance specifically covers when and how a filer may request the creation of ABS issuing entity CIK numbers and access codes. Also covered is what happens after a CIK request is submitted through EDGAR.
- Access code generation for issuing entities. The guidance covers whether access codes, including passwords, CIK confirmation codes (CCC), and password modification authorization codes must be generated for the issuing entity.
- Modifying issuing entity information post-CIK assignment. The guidance covers the procedures for modifying the issuing entity's company information, passwords, and CCC, as needed.
- Form ABS-15G submission. The guidance covers Form ABS-15G submission through EDGAR, and what happens after a Form ABS 15-G has been submitted. It also covers how unregistered entities can submit Form ABS-15G under Rule 15Ga-2, and what happens after submission.
- 424H prospectus submission. The guidance covers how an ABS filer can submit a 424H prospectus through EDGAR (including steps to take if the 424H prospectus is the first filing made by the issuing entity).
- Other filings. The guidance covers how an issuing entity can make other initial filings, including the submission of an Item 6.01 Form 8-K (ABS Informational and Computational Material), a Form 8-A Registration Statement, a Form FWP (free writing prospectus), and a Form ABS-EE.
The guidance also includes an Appendix with screenshots of the different submission pages, including:
- ABS issuing entities.
- Form ABS-15G filings.
- Form 424H filings.
- Form 8-K filings.
- 8-A12B filings.
- Form FWP filings.
- Form ABS-EE filings.
- Application process for EDGAR access.