12 فبراير 2025 John Hwang  -  Derek Poon  -  Caleb Adebayo Capital Markets - Debt - Capital Markets - Equity - Derivatives - Structured Finance

Tell Me You Love Me! SEC and the February 14th Disclosures

It has been 13 years now since the SEC first demanded to be loved on Valentine’s Day, whether you have anything to say or not. And that’s fair – everyone receives love, gifts, chocolate boxes and I love you-s on February 14, why not the SEC?

Rule 15Ga-1 has, since January 12, 2012, required securitizers to report demands to repurchase assets from securitization trusts due to breaches of representations or warranties, with “securitizers” defined to refer to issuers, originators/sponsors and depositors and their affiliates. 

While the rule provides for a suspension on the obligation to file a quarterly report with the SEC where there has been no demand, repurchase or replacement activity in that quarter, even entities that have seen no such activity have a duty to file the Form ABS-15G on an annual basis by February 14th – essentially, whether they have anything to say or not.

Note, however, that if this changes in any subsequent quarter (i.e. there is demand, repurchase or replacement activity), then a duty arises to file a quarterly report in that quarter. Please reach out to us if you need additional guidance in this respect.

As a reminder on Rule 15Ga-1:
  • The rule extends to all securitizers and all asset-backed securities (as defined by the Exchange Act).
  • The disclosure obligation however impacts only those securitizers who have underlying transaction agreements with covenants to repurchase or replace an underlying asset for breach of a representation or warranty.
  • Traditional CLO transactions and other securitizations that do not have a requirement to repurchase are not caught by the rule.
  • The disclosure is to be made on Form ABS-15G and furnished to the SEC via EDGAR. 
  • The Form must be signed by the senior officer in charge of securitization of the securitizer.
  • The filing of Form ABS-15G is required even where there was no demand, repurchase or replacement activity in the previous year. Confirmation of no activity is by checking the appropriate box on the form.

The rule by its actual wording requires that the annual reporting be done “no later than 45 days after each calendar year” (i.e. 45 days after December 31 of the previous year). While the rule so discreetly does not specifically mention the lovers’ date, a quick calculation will deduce February 14 as the last day to file (or better put, to tell the SEC you love her). Whatever you do though, don’t be caught out on date night this week without having first sent the SEC her Rule 15Ga-1 bouquet.