casemark/conducting-reg-ab-compliance

Conducting Reg Ab Compliance

Structures Regulation AB II compliance with asset-level data requirements, servicer reporting, and shelf registration eligibility.

When To Use

• Preparing or reviewing asset-level data filings on EDGAR (Form ABS-EE)
• Evaluating shelf registration eligibility under Rule 415 for ABS offerings
• Structuring servicer reporting obligations and compliance certifications
• Conducting pre-offering diligence on Reg AB II data field completeness
• Reviewing ongoing periodic reporting (Form 10-D, Form 10-K) for ABS issuers
• Assessing whether a new asset class or pool structure triggers additional Reg AB requirements

Inputs To Gather

• Asset class designation — RMBS, CMBS, CLO, auto ABS, credit card ABS, equipment ABS, etc., as each triggers a distinct Schedule AL field set [VERIFY: confirm applicable Schedule AL for the specific asset class]
• Shelf registration statement (Form SF-3) and any pending amendments
• Prospectus and prospectus supplement with waterfall descriptions and pool-level data
• Servicer compliance certifications (annual and event-driven)
• Historical Form ABS-EE filings for the issuing entity, if any
• Transaction agreements — PSA, servicing agreement, indenture, administration agreement
• Third-party due diligence reports (Rule 15Ga-2 findings letters)
• CEO certification of disclosure under Exchange Act Rule 13a-14(d)/15d-14(d)

Workflow

1. Determine Shelf Eligibility (Form SF-3)

• Confirm the depositor has filed all required Exchange Act reports for at least 12 months [VERIFY: check for any SEC no-action relief modifying this timeline]
• Verify that prior ABS offerings by the same depositor included compliant transaction-level and asset-level data
• Confirm the depositor has not been an unregistered shell company within the preceding 12 calendar months
• Check that the depositor satisfies the timely filing requirement — no delinquent 10-D or 10-K filings
• Flag any prior SEC comment letters on the depositor's shelf or periodic filings that remain unresolved

2. Map Asset-Level Data Fields (Schedule AL)

• Identify the correct Schedule AL template for the asset class (e.g., Schedule AL-1 for RMBS, Schedule AL-2 for CMBS)
• Map each required field to the available data in the servicer's system or loan tape
• Flag fields with missing, unavailable, or non-conforming data — document whether omission is permitted under the "not applicable" or "no data" response codes
• For CLO/CDO structures, determine whether the SEC treats the asset class as requiring asset-level reporting or whether relief applies [VERIFY: current SEC guidance on CLO asset-level data requirements]
• Validate XML tagging per EDGAR technical specifications for Form ABS-EE submission

3. Review Servicer Reporting Obligations

• Confirm the servicing agreement requires delivery of a servicer compliance statement (Item 1122 of Reg AB)
• Verify the platform servicer, master servicer, and any sub-servicers each provide a separate Item 1122 assessment
• Check that an independent registered public accounting firm has provided an attestation report under Item 1122(b)
• Confirm servicer event-of-default triggers align with Reg AB reporting deadlines
• Review the servicing criteria applicable to each servicer role (cash collection, investor remittance, pool performance reporting, investor communication)

4. Validate Periodic Reporting

• Form 10-D (distribution report): Confirm filing within 15 days after each distribution date; verify pool performance data, waterfall allocations, trigger test results, and any servicer advances are accurately disclosed
• Form 10-K (annual report): Confirm inclusion of servicer compliance statements, attestation reports, and updated asset-level data; verify CEO certification
• Form 8-K / Form ABS-15G: Confirm timely filing of material event notices (e.g., early amortization triggers, servicer replacements, credit enhancement draws)
• Review third-party due diligence findings letter filings under Rule 15Ga-2 for any unresolved scope limitations

5. Assess Third-Party Due Diligence Compliance

• Confirm that any third-party diligence provider has furnished a findings letter to the issuer and filed Form ABS-15G on EDGAR
• Verify the prospectus discloses the scope, criteria, and findings of the third-party review
• Check whether the diligence scope covers a statistically valid sample or the full pool, and that the methodology is disclosed

Output

• Reg AB II Compliance Checklist — field-by-field assessment of Schedule AL completeness with gap flags
• Shelf Eligibility Memo — confirming or identifying deficiencies in Form SF-3 eligibility criteria
• Servicer Reporting Matrix — mapping each servicer's obligations under Items 1121/1122, with attestation status
• Periodic Filing Tracker — status of 10-D, 10-K, 8-K, and ABS-EE filings with upcoming deadlines
• Remediation Log — list of data gaps, non-conformances, and recommended corrective actions with responsible parties

Quality Checks

• Every Schedule AL field must be accounted for — no silent omissions; use "N/A — field not applicable to [asset class]" or "DATA GAP — [field name] unavailable from servicer" for each missing item
• Cross-reference waterfall descriptions in the prospectus against the distribution report (10-D) to confirm consistency
• Verify all filing deadlines against the actual transaction calendar, not generic SEC deadlines [VERIFY: confirm any filing extensions or COVID-era relief still in effect]
• Confirm that CEO certifications reference the correct Exchange Act rule (13a-14(d) or 15d-14(d), not the generic Sarbanes-Oxley certifications)
• Flag any reliance on SEC no-action letters, staff guidance, or exemptive orders and confirm they remain current
• Mark all jurisdiction- or regulation-dependent points with [VERIFY] for attorney review before filing