[Federal Register Volume 79, Number 40 (Friday, February 28, 2014)]
[Proposed Rules]
[Pages 11361-11362]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2014-04433]
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SECURITIES AND EXCHANGE COMMISSION
17 CFR Parts 200, 229, 230, 232, 239, 240, 243, and 249
[Release Nos. 33-9552; 34-71611; File No. S7-08-10]
RIN 3235-AK37
Re-Opening of Comment Period for Asset-Backed Securities Release
AGENCY: Securities and Exchange Commission
ACTION: Re-opening of comment period.
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SUMMARY: The Securities and Exchange Commission is re-opening the
comment period on two releases, Asset-Backed Securities, Securities Act
Release No. 33-9117 (Apr. 7, 2010), 75 FR 23328 (the ``2010 ABS
Proposing Release'') and Re-Proposal of Shelf Eligibility Conditions
for Asset-Backed Securities, Securities Act Release No. 33-9244 (July
26, 2011), 76 FR 47948 (the ``2011 ABS Re-Proposing Release''). The
[[Page 11362]]
Commission is re-opening the comment period to permit interested
persons to comment on an approach for the dissemination of potentially
sensitive asset-level data. This approach is discussed in a staff
memorandum included in the public comment file.
DATES: Comments should be received on or before March 28, 2014.
ADDRESSES: Comments may be submitted by any of the following methods:
Electronic Comments
Use the Commission's Internet comment form (http://www.sec.gov/rules/proposed.shtml); or
Send an email to [email protected]. Please include
File Number S7-08-10 on the subject line; or
Use the Federal eRulemaking Portal (http://www.regulations.gov). Follow the instructions for submitting comments.
Paper Comments
Send paper comments to Secretary, Securities and Exchange
Commission, 100 F Street NE., Washington, DC 20549-1090.
All submissions should refer to File Number S7-08-10. This file
number should be included on the subject line if email is used. To help
us process and review your comments more efficiently, please use only
one method. The Commission will post all comments on the Commission's
Internet Web site (http://www.sec.gov/rules/proposed.shtml). Comments
are also available for Web site viewing and printing in the
Commission's Public Reference Room, 100 F Street NE., Washington, DC
20549 on official business days between the hours of 10:00 a.m. and
3:00 p.m. All comments received will be posted without change; we do
not edit personal identifying information from submissions. You should
submit only information that you wish to make available publicly.
FOR FURTHER INFORMATION CONTACT: Rolaine S. Bancroft, Senior Special
Counsel or Robert Errett, Special Counsel, in the Office of Structured
Finance at (202) 551-3850, Division of Corporation Finance, U.S.
Securities and Exchange Commission, 100 F Street NE., Washington, DC
20549-3628.
SUPPLEMENTARY INFORMATION: In 2010, the Commission proposed changes to
the offering, disclosure, and reporting requirements for asset-backed
securities (``ABS'').\1\ Among other things, the Commission proposed to
require that, with some exceptions, prospectuses for public offerings
of asset-backed securities and ongoing Exchange Act reports contain
specified asset-level information about each of the assets in the pool
in a standardized tagged data format. The 2010 ABS Proposing Release
was published for comment in the Federal Register on May 3, 2010, and
the initial comment period closed on August 2, 2010.
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\1\ See Asset-Backed Securities, Release No. 33-9117 (Apr. 7,
2010) [75 FR 23328] (the ``2010 ABS Proposing Release'').
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In July 2010, subsequent to the publication of the 2010 ABS
Proposing Release, Congress passed the Dodd-Frank Wall Street Reform
and Consumer Protection Act (the ``Dodd-Frank Act''), which required
the Commission to prescribe several ABS-related rules. Some of the
mandated rules were reflected in the 2010 ABS Proposing Release, while
others were not. After considering the additional Dodd-Frank Act
requirements, and considering comments received in connection with the
2010 ABS Proposing Release, the Commission re-proposed portions of the
2010 ABS Proposing Release in July 2011 seeking additional comment on
asset-level disclosure provisions, and comment on Section 942(b) of the
Dodd-Frank Act, which requires the Commission to adopt regulations to
require asset-level information.\2\ The 2011 ABS Re-Proposing Release
was published for comment in the Federal Register on August 5, 2011,
and the initial comment period closed on October 4, 2011.
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\2\ See Re-Proposal of Shelf Eligibility Conditions for Asset-
Backed Securities, Release No. 33-9244 (July 26, 2011) [76 FR 47948]
(the ``2011 ABS Re-Proposing Release'').
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We received comments in response to the proposals and requests for
comment recommending that, among other things, because certain
potentially sensitive data would form part of the required asset-level
disclosures, the asset-level information be provided by means other
than public dissemination on EDGAR.\3\ For example, we received
comments suggesting that information that may raise individual privacy
concerns could be provided to investors through a limited-access Web
site rather than through public dissemination of this information on
EDGAR.\4\
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\3\ See letters from Ally Financial Inc. et al dated Aug. 2,
2010 submitted in response to the 2010 ABS Proposing Release, Ally
Financial Inc. et al dated Oct. 13, 2011 submitted in response to
the 2011 ABS Re-Proposing Release, and Ally Financial Inc. et al
dated Aug. 3, 2012 submitted in response to the 2011 ABS Re-
Proposing Release (``VABSS IV'') (urging the Commission ``to
consider whether loan-level data (or even grouped data) needs to be
made publicly available or could be made available to investors and
other legitimate users in a more limited manner, such as through a
limited access Web site''). See also letters from Consumer Data
Industry Association dated Aug. 2, 2010 submitted in response to the
2010 ABS Proposing Release (suggesting that the Commission require
parties that want to access the data on EDGAR register to use the
data, acknowledge the sensitive nature of the data and agree to
maintain its confidentiality) and Epicurus Institute dated Aug. 1,
2010 submitted in response to the 2010 ABS Proposing Release
(stating that they believe ``that the prospectus should contain a
hypertext link (with instructions for accessing a Web site to obtain
the data) . . . [and only] prospective investors should have
traceable access to the data, and that they never have the
opportunity to download . . . raw data in any format'').
\4\ See, e.g., letter from VABSS IV.
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The staff has prepared a memorandum summarizing additional
information about the use of Web sites in the ABS market as a means to
disseminate asset-level and other offering information.\5\ The
memorandum describes one potential method to address privacy concerns
related to the dissemination of potentially sensitive asset-level data.
This method would require issuers to make asset-level information
available to investors and potential investors through a Web site that
would allow issuers to restrict access to information as necessary to
address privacy concerns. The Commission is considering this method and
therefore re-opening the comment period to permit interested parties to
comment on the staff memorandum, which has been included in the comment
file, addressing these issues. The comment period will be re-opened for
thirty days to allow comment on all aspects of the approach, including
the benefits and costs of and reasonable alternatives to such an
approach, for issuers to make asset-level data directly available to
investors and potential investors, taking into account the possible
sensitive nature of such data.
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\5\ See Memorandum from the Commission's Division of Corporation
Finance (dated February 25, 2014), which is available on the
Commission's Internet Web site at http://www.sec.gov/comments/s7-08-10/s70810.shtml.
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Dated: February 25, 2014.
By the Commission.
Elizabeth M. Murphy,
Secretary.
[FR Doc. 2014-04433 Filed 2-27-14; 8:45 am]
BILLING CODE 8011-01-P