Offerings of Asset Backed Securities, Fourth Edition

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Offerings of Asset-Backed Securities, Fourth version, is just a prompt and authoritative guide through the numerous foibles regulating the structuring, offer and purchase of asset-backed securities, some of which had been used in reaction into the crisis that is financial. It had been written not merely for solicitors, but in addition for bankers, accountants, issuers, along with other deal events.

The Fourth version has been somewhat revised and includes:

• Streamlined and updated guidance throughout, with an focus on practical conformity advice for present regulations and guidelines.
• A chapter that is new securitization principles and structures.
• A chapter that is new the continuing future of the legislation of securitization, including status reports on numerous outstanding regulatory efforts and proposals.
• A brand new part working with dilemmas impacting securitizations of market loans.
• A brand new chapter containing detail by detail analyses of both the U.S. and E.U. credit danger retention guidelines for securitizations.
• A brand new chapter describing the Uniform Commercial Code dilemmas associated with securitizations.

Offerings of Asset-Backed Securities, Fourth version may be the only practical, available, easy-to-use help guide to the guidelines and problems connected with structuring and performing securitization deals.

Note: on line subscriptions are for three-month durations.

Past Edition: Offerings of Asset-Backed Securities, Third Edition, ISBN 9781454874201

Introduction to your Fourth Version

Often terms that are used

Chapter 1 the dwelling of Asset-Backed Securities in addition to Federal Regulatory Scheme

• Introduction: Why Securitize?
• Structuring a Securitization
• A history that is short of Federal Regulatory Scheme for Securitizations

Chapter 2 the answer to Securitization: Isolating the Assets to Be Securitized through the chance of an Insolvency Proceeding

• Introduction
• The result regarding the Bankruptcy Code on Creditors
• “True Sale”: Exclusion of Securitized Assets through the Bankruptcy Estate
• The Unique Purpose Bankruptcy Remote Entity
• Other Bankruptcy Issues
• Other Insolvency Regimes: Banking Institutions, Insurance Providers, and Covered Financial Organizations
• Safety of Securitizations

Chapter 3 Registered Offerings of Asset-Backed Securities

• Decoding Area 5
• Registration Under Regulation AB
• Just just exactly exactly What Qualifies as an “Asset-BackedSecurity”Under Regulation AB?
• The Depositor while the Issuer (and also the Issuing Entity)
• Eligibility for Registration of ABS
• The Registration Process
• Registering “Underlying Securities”
• Issuer’s Writeup On the Pool Assets

Chapter 4 Investor Communications in a Public providing

• The strain Between Comprehensive Disclosure and Investor that is limiting Communications
• Category of Issuers Beneath The Federal Securities Laws
• Communications with Investors Throughout The Providing Process
• Prospectus Distribution
• Dealing with the world-wide-web

Chapter 5 Complying utilizing the requirements that are disclosure Asset-Backed Securities

• The Disclosure Framework of Regulation AB
• Duty for Third-PartyDisclosure
• Just Just What Must Certanly Be Disclosed?
• The FDIC Secure Harbor Rule—Substantive Conditions and requirements that are disclosure
• Item 1105 of Regulation AB—Static Pool Information
• Greater detail from the Cover as well as in the Overview
• Increased exposure of Specifics in Risk Facets
• “Plain English” and “Clear and Concise” Disclosure
• Methods for Drafting Clear Disclosure

Chapter 6 Periodic Reporting Beneath The Securities Exchange Act

• The Reporting that is periodic Scheme Asset-Backed Securities
• Certain Issues for ABS Issuers Underneath The Exchange Act
• Distribution Reports on Form 10-D
• Present Reports on Form 8-K
• Yearly Reports on Form 10-K
• Demands for Repurchase or substitution of Defective Pool Assets
• Third-Party Homework Reports
• Resecuritizations and Repackagings
• Rule 12b-25
• Selective Disclosure: Regulation FD
• EDGAR
• Getting ready to adhere to the Reporting demands
• Obligation for Exchange Act states: effects of Failure to File
• Suspension system of Reporting Responsibilities by ABS Issuers

Chapter 7 Exempt Deals and Exempt Securities

• Why opt for a personal keeping of abs in place of a Registered Public providing?
• Private Placements and Resales
• Regulation S secure Harbor for Unregistered Offerings and Sales outside of the united states of america
• Exempt Securities
• SEC Filing Needs Applicable to Exempt Offerings and Securities

Chapter 8 Liabilities and Defenses beneath the Federal Securities Laws

• Keeping Your Attention on your ball
• Types of Civil Liability Under Federal Law
• Managing Individuals
• Materiality: Secure Harbors
• Option of Defenses: Interpreting the Instances
• Diligence in Offerings of Asset-Backed Securities
• Disclaimers of Reliance and “Big Boy” Letters

Chapter 9 Credit Danger Retention

• The necessity for “Skin within the Game”
• U.S. Credit Danger Retention
• EU Risk Retention
• The difficulties of Complying with Both U.S. and EU Risk Retention

Chapter 10 The Investment Company Act therefore the Volcker Rule

• Exactly why are the Investment business Act therefore the Volcker Rule Relevant to Securitizations?
• The Investment Business Act
• The Volcker Rule

Chapter 11 Federal Tax Considerations in Securitization Deals

• Three Fundamental Tax Problems
• Grantor Trusts
• Trusts That presssing issue debt
• REMICs
• Taxable Mortgage Pools
• FASITs
• Offshore Issuers
• Distressed Mortgage Loan Funds

Chapter 12 ERISA Considerations in Securitization Deals

• The significance of ERISA Regulation to Issuers of Asset-Backed Securities
• Doing an ERISA Research of ABS Debt Offerings
• Arrange Resource Regulations or Statutory Exceptions

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• Administrative Exemptions for ABS Equity Securities
• Doing an ERISA Research of ABS Certificate Offerings

Chapter 13 Accounting Factors

• Introduction
• ASC 860 and ASC 810
• That has to Combine the entity that is special-Purpose?
• Determining Whether a Securitization Meets Purchase Criteria
• Viewpoint Letters
• Consolidation Principles Illustrated

Chapter 14 accessory, Perfection and Priority of safety passions in Financial Assets

• Application for the UCC to Securitizations
• Accessory of Protection Passions
• Perfection and Priority
• Mechanics of Perfection

Chapter 15 Unique problems for Banking institutions and Thrifts

• Introduction
• The Capital that is risk-Based Framework
• Danger Management Dilemmas

Chapter 16 dilemmas in Securitization of Particular Asset kinds

• Introduction
• Home Loans
• Residence Equity Personal Lines Of Credit
• Reverse Home Loans
• Manufactured Housing Agreements
• Commercial Mortgage Loans
• Car Loans
• Boat Loans
• Bank Card Receivables
• Figuratively Speaking
• Market Lending
• ABS along with other Securities

Chapter 17 different Legal problems to think about in Securitizations

• Introduction
• Legal Investment: Restrictions on Investment by Regulated Institutions
• Derivatives
• The Trust Indenture Act
• Blue Sky Laws
• FINRA Regulations
• The Servicemembers Civil Relief Act
• The Military Lending Act
• The Hart-Scott-Rodino Act
• Securities Laws of Foreign Jurisdictions
• The NRSRO Web Site

Chapter 18 the continuing future of the legislation of Securitization

• A Pause in Federal Regulatory Activity
• Prospective Modifications to Regulation AB
• Possible Modifications to Credit Danger Retention Rules
• Prospective Modifications to Investment Business Act Exemptions
• Possible Modifications towards the Volcker Rule
• Conflict of Interest Rule

Appendix 1: Securitization Issues Checklist

Appendix 2: Disclosure Compliance Checklist

Appendix 3: Test Homework Procedures and Concerns

Appendix 3A: Sample treatments and concerns for Initial Diligence

Appendix 3B: Sample treatments and concerns for Periodic Diligence Update

Appendix 4: Overview of Certain Reporting Responsibilities