(a)-(b) [Reserved]
(c) Guide 3. Statistical disclosure by bank holding companies.
(d) Guide 4. Disclosures concerning unpaid claims and claim adjustment expenses of property-casualty underwriters.
(e)-(f) [Reserved]
(g) Guide 7. Description of Property by Issuers Engaged or To Be Engaged in Significant Mining Operations. [47 FR 11401, Mar. 16, 1982, as amended at 49 FR 47600, Dec. 6, 1984; 57 FR 36468, Aug. 13, 1992; 61 FR 30401, June 14, 1996; 74 FR 2193, Jan. 14, 2009]
Subpart 229.900_Roll-Up Transactions
Source: 56 FR 57247, Nov. 8, 1991, unless otherwise noted. Sec. 229.901 (Item 901) Definitions.
For the purposes of this subpart 229.900:
(a) General partner means the person or persons responsible under state law for managing or directing the management of the business and affairs of a partnership that is the subject of a roll-up transaction including, but not limited to, the general partner(s), board of directors, board of trustees, or other person(s) having a fiduciary duty to such partnership.
(b)(1) Partnership means any:
(1) Partnership means any:
(i) Finite-life limited partnership; or
(ii) Other finite-life entity.
(2)(i) Except as provided in paragraph (b)(2)(ii) of this Item (Sec. 229.901(b)(2)(ii)), a limited partnership or other entity is ``finite-life'' if:
(i) Except as provided in paragraph (b)(2)(ii) of this Item (Sec. 229.901(b)(2)(ii)), a limited partnership or other entity is ``finite-life'' if:
(A) It operates as a conduit vehicle for investors to participate in the ownership of assets for a limited period of time; and
(B) It has as a policy or purpose distributing to investors proceeds from the sale, financing or refinancing of assets or cash from operations, rather than reinvesting such proceeds or cash in the business (whether for the term of the entity or after an initial period of time following commencement of operations).
(ii) A real estate investment trust as defined in I.R.C. section 856 is not finite-life solely because of the distribution to investors of net income as provided by the I.R.C. if its policies or purposes do not include the distribution to investors of proceeds from the sale, financing or refinancing of assets, rather than the reinvestment of such proceeds in the business.
(3) Partnership does not include any entity registered under the Investment Company Act of 1940 (15 U.S.C. 80a-1 et seq.) or any Business Development Company as defined in section 2(a)(48) of that Act (15 U.S.C. 80a-2(a)(48)).
(c)(1) Except as provided in paragraph (c)(2) or (c)(3) of this Item, (Sec. 229.901(c)(2) or (c)(3)) roll-up transaction means a transaction involving the combination or reorganization of one or more partnerships, directly or indirectly, in which some or all of the investors in any of such partnerships will receive new securities, or securities in another entity.
(1) Except as provided in paragraph (c)(2) or (c)(3) of this Item, (Sec. 229.901(c)(2) or (c)(3)) roll-up transaction means a transaction involving the combination or reorganization of one or more partnerships, directly or indirectly, in which some or all of the investors in any of such partnerships will receive new securities, or securities in another entity.
(2) Notwithstanding paragraph (c)(1) of this Item, (Sec. 229.901(c)(1)) roll-up transaction shall not include:
(i) A transaction wherein the interests of all of the investors in each of the partnerships are repurchased, recalled, or exchanged in accordance with the terms of the preexisting partnership agreement for securities in an operating company specifically identified at the time of the formation of the original partnership;
(ii) A transaction in which the securities to be issued or exchanged are not required to be and are not registered under the Securities Act of 1933 (15 U.S.C. 77a et seq.);
(iii) A transaction that involves only issuers that are not required to register or report under Section 12 of the Securities Exchange Act of 1934 (15 U.S.C. 78l), both before and after the transaction;
(iv) A transaction that involves the combination or reorganization of one or more partnerships in which a non-affiliated party succeeds to the interests of a general partner or sponsor, if:
(A) Such action is approved by not less than 66\2/3\% of the outstanding units of each of the participating partnerships; and
(B) As a result of the transaction, the existing general partners will receive only compensation to which they are entitled as expressly provided for in the preexisting partnership agreements;
(v) A transaction in which the securities offered to investors are securities of another entity that are reported under a transaction reporting plan declared effective before December 17, 1993 by the Commission under Section 11A of the Securities Exchange Act of 1934 (15 U.S.C. 78k-1), if:
(A) Such other entity was formed, and such class of securities was reported and regularly traded, not less than 12 months before the date on which soliciting material is mailed to investors; and
(B) The securities of that entity issued to investors in the transaction do not exceed 20% of the total outstanding securities of the entity, exclusive of any securities of such class held by or for the account of the entity or a subsidiary of the entity; and
(C) For purposes of paragraph (c)(2)(v) of this Item (Sec. 229.901(c)(2)(v)), a regularly traded security means any security with a minimum closing price of $2.00 or more for a majority of the business days during the preceding three-month period and a six-month minimum average daily trading volume of 1,000 shares;
(vi) A transaction in which all of the investors' partnership securities are reported under a transaction reporting plan declared effective before December 17, 1993 by the Commission under Section 11A of the Securities Exchange Act of 1934 (15 U.S.C. 78k-1) and such investors receive new securities or securities in another entity that are reported under a transaction reporting plan declared effective before December 17, 1993 by the Commission under Section 11A of the Securities Exchange Act of 1934 (15 U.S.C. 78k-1), except that, for purposes of this paragraph, securities that are reported under a transaction reporting plan declared effective before December 17, 1993 by the Commission under Section 11A of the Securities Exchange Act of 1934 shall not include securities listed on the American Stock Exchange's Emerging Company Marketplace;
(vii) A transaction in which the investors in any of the partnerships involved in the transaction are not subject to a significant adverse change with respect to voting rights, the terms of existence of the entity, management compensation or investment objectives; or
(viii) A transaction in which all investors are provided an option to receive or retain a security under substantially the same terms and conditions as the original issue.
(3) The Commission, upon written request or upon its own motion, may exempt by rule or order any security or class of securities, any transaction or class of transactions, or any person or class of persons, in whole or in part, conditionally or unconditionally, from the definition of roll-up transaction or the requirements imposed on roll-up transactions by Items 902-915 of Regulation S-K (Sec. Sec. 229.902-229.915), if it finds such action to be consistent with the public interest and the protection of investors.
(d) Sponsor means the person proposing the roll-up transaction.
(e) Successor means the surviving entity after completion of the roll-up transaction or the entity whose securities are being offered or sold to, or acquired by, limited partners of the partnerships or the limited partnerships to be combined or reorganized. Instruction to Item 901. If a transaction is a roll-up transaction as defined in Item 901(c) of this subpart (Sec. 229.901(c)), the requirements of this subpart apply to each entity proposed to be included in the roll-up transaction, whether or not the entity is a ``partnership'' as defined in Item 901(b) of this subpart (Sec. 229.901(b)). [56 FR 57247, Nov. 8, 1991, as amended at 59 FR 63682, Dec. 8, 1994] Sec. 229.902 (Item 902) Individual partnership supplements.
(a) If two or more entities are proposed to be included in the roll-up transaction, provide the information specified in this Item (Sec. 229.902) in a separate supplement to the disclosure document for each entity.
(b) The separate supplement required by paragraph (a) of this Item (Sec. 229.902) shall be filed as part of the registration statement, shall be delivered with the prospectus to investors in the partnership covered thereby, and shall include:
(1) A statement in the forepart of the supplement to the effect that:
(i) Supplements have been prepared for each partnership;
(ii) The effects of the roll-up transaction may be different for investors in the various partnerships; and
(iii) Upon receipt of a written request by an investor or his representative who has been so designated in writing, a copy of any supplement will be transmitted promptly, without charge, by the general partner or sponsor. This statement must include the name and address of the person to whom investors should make their request.
(2) A brief description of each material risk and effect of the roll-up transaction, including, but not limited to, federal income tax consequences, for investors in the partnership, with appropriate cross references to the discussions of the risks, effects and tax consequences of the roll-up transaction required in the principal disclosure document pursuant to Items 904 and 915 of this subpart (Sec. Sec. 229.904 and 229.915). Such discussion shall address the effect of the roll-up transaction on the partnership's financial condition and results of operations.
(3) A statement concerning whether the general partner reasonably believes that the roll-up transaction is fair or unfair to investors in the partnership, together with a brief discussion of the bases for such belief, with appropriate cross references to the discussion of the fairness of the roll-up transaction required in the principal disclosure document pursuant to Item 910 of this subpart (Sec. 229.910). If there are material differences between the fairness analysis for the partnership and for the other partnerships, such differences shall be described briefly in the supplement.
(4) A brief, narrative description of the method of calculating the value of the partnership and allocating interests in the successor to the partnership, and a table showing such calculation and allocation. Such table shall include the following information (or other information of a comparable character necessary to a thorough understanding of the calculation and allocation):
(i) The appraised value of each separately appraised significant asset (as defined in Item 911(c)(5) of this subpart (Sec. 229.911(c)(5)) held by the partnership, or, if appraisals have not been obtained for each significant asset, the value assigned for purposes of the valuation of the partnership to each significant asset for which an appraisal has not been obtained;
(ii) The dollar amount of any mortgages or other similar liabilities to which each of such assets is subject;
(iii) Cash and cash equivalent assets held by the partnership;
(iv) Other assets held by the partnership;
(v) Other liabilities of the partnership;
(vi) The value assigned to the partnership;
(vii) The value assigned to the partnership per interest held by investors in the partnership (on an equivalent interest basis, such as per $1,000 original investment);
(viii) The aggregate number of interests in the successor to be allocated to the partnership and the percentage of the total interests of the successor;
(ix) The number of interests in the successor to be allocated to investors in the partnership for each interest held by such investors (on an equivalent interest basis, such as per $1,000 original investment); and
(x) The value assigned to the general partner's interest in the partnership, and the number of interests in the successor or other consideration to be allocated in the roll-up transaction to the general partner for such general partnership interest or otherwise as compensation or reimbursement for claims against or interests in the partnership, such as foregone fees, unearned fees and for fees to be earned on the sale or refinancing of an asset.
(5) The amounts of compensation paid, and cash distributions made, to the general partner and its affiliates by the partnership for the last three fiscal years and the most recently completed interim period and the amounts that would have been paid if the compensation and distributions structure to be in effect after the roll-up transaction had been in effect during such period. If any proposed change(s) in the business or operations of the successor after the roll-up transaction would change materially the compensation and distributions that would have been paid by the successor (e.g., if properties will be sold or purchased after the roll-up transaction and no properties were sold or purchased during the period covered by the table), describe such changes and the effects thereof on the compensation and distributions to be paid by the successor.
(6) Cash distributions made to investors during each of the last five fiscal years and most recently completed interim period, identifying any such distributions which represent a return of capital.
(7) An appropriate cross reference to selected financial information concerning the partnership and the pro forma financial statements included in the principal disclosure document in response to Item 914(b)(2) of this subpart (Sec. 229.914(b)(2)). Sec. 229.903 (Item 903) Summary.
(a) Provide in the forepart of the disclosure document a clear, concise and comprehensible summary of the roll-up transaction.
(b) The summary required by paragraph (a) of this Item (Sec. 229.903) shall include a summary description of each of the following items, as well as any other material terms or consequences of the roll-up transaction necessary to an understanding of such transaction:
(1) Each material risk and effect on investors, including, but not limited to:
(i) Changes in the business plan, voting rights, cash distribution policies, form of ownership interest or management compensation;
(ii) The general partner's conflicts of interest in connection with the roll-up transaction and in connection with the successor's future operations; and
(iii) The likelihood that securities received by investors in the roll-up transaction will trade at prices substantially below the value assigned to such securities in the roll-up transaction and/or the value of the successor's assets;
(2) The material terms of the roll-up transaction, including the valuation method used to allocate securities in the successor to investors in the partnerships;
(3) Whether the general partner reasonably believes that the roll-up transaction is fair or unfair to investors in each partnership, including a brief discussion of the bases for such belief;
(4) Any opinion from an outside party concerning the fairness of the roll-up transaction, including whether the opinion addresses the fairness of all possible combinations of partnerships or portions of partnerships, and contacts with any outside party concerning fairness opinions, valuations or reports in connection with the roll-up transaction required to be disclosed pursuant to Item 911(a)(5) of this subpart (Sec. 229.911(a)(5));
(5) The background of and reasons for the roll-up transaction, as well as alternatives to the roll-up transaction described in response to Item 908(b) of this subpart (Sec. 229.908(b));
(6) Rights of investors to exercise dissenters' or appraisal rights or similar rights and to obtain a list of investors in the partnership in which the investor holds an interest; and
(7) If any affiliates of the general partner or the sponsor may participate in the business of the successor or receive compensation from the successor, an organizational chart showing the relationships between the general partner, the sponsor and their affiliates. Instruction to Item 903. The description of the material risks and effects of the roll-up transaction required by paragraph (b)(1) of this Item (Sec. 229.903) must be presented prominently in the forepart of the summary. Sec. 229.904 (Item 904) Risk factors and other considerations.
(a) Immediately following the summary required by Item 903 of this subpart (Sec. 229.903), describe in reasonable detail each material risk and effect of the roll-up transaction on investors in each partnership, including, but not limited to:
(1) The potential risks, adverse effects and benefits of the roll-up transaction for investors and for the general partner, including those which result from each matter described in response to Item 905 of this subpart (Sec. 229.905), with appropriate cross references to the comparative information required by Item 905;
(2) The material risks arising from an investment in the successor; and
(3) The likelihood that securities of the successor received by investors in the roll-up transaction will trade in the securities markets at a price substantially below the value assigned to such securities in the roll-up transaction and/or the value of the assets of the successor, and the effects on investors of such a trading market discount.
(b) Quantify each risk or effect to the extent practicable.
(c) State whether any of such risks or effects may be different for investors in any partnership and, if so, identify such partnership(s) and describe such difference(s). Instruction to Item 904. The requirement to quantify the effects of the roll-up transaction shall include, but not be limited to:
(i) If cost savings resulting from combined administration of the partnerships is identified as a potential benefit of the roll-up transaction, the amount of cost savings and a comparison of such amount to the costs of the roll-up transaction; and
(ii) If there may be a material conflict of interest of the sponsor or general partner arising from its receipt of payments or other consideration as a result of the roll-up transaction, the amount of such payments and other consideration to be obtained in the roll-up transaction and a comparison of such amounts to the amounts to which the sponsor or general partner would be entitled without the roll-up transaction. Sec. 229.905 (Item 905) comparative information.
(a)(1) Describe the voting and other rights of investors in the successor under the successor's governing instruments and under applicable law. Compare such rights to the voting and other rights of investors in each partnership subject to the transaction under the partnerships' governing instruments and under applicable law. Describe the effects of the change(s) in such rights.
(1) Describe the voting and other rights of investors in the successor under the successor's governing instruments and under applicable law. Compare such rights to the voting and other rights of investors in each partnership subject to the transaction under the partnerships' governing instruments and under applicable law. Describe the effects of the change(s) in such rights.
(2) Describe the duties owed by the general partner of the successor to investors in the successor under the successor's governing instruments and under applicable law. Compare such duties to the duties owed by the general partner of each partnership to investors in the partnership under the partnership's governing instruments and under applicable law. Describe the effects of the change(s) in such duties.
(b)(1) Describe each item of compensation (including reimbursement of expenses) payable by the successor after the roll-up transaction to the general partner and its affiliates or to any affiliate of the successor. Compare such compensation to the compensation currently payable to the general partner and its affiliates by each partnership. Describe the effects of the change(s) in compensation arrangements.
(1) Describe each item of compensation (including reimbursement of expenses) payable by the successor after the roll-up transaction to the general partner and its affiliates or to any affiliate of the successor. Compare such compensation to the compensation currently payable to the general partner and its affiliates by each partnership. Describe the effects of the change(s) in compensation arrangements.
(2) Describe each instance in which cash or other distributions may be made by the successor to the general partner and its affiliates or to any affiliate of the successor. Compare such distributions to the distributions currently paid or payable to the general partner and its affiliates by each partnership. Describe the effects of the change(s) in distribution arrangements. If distributions similar to those currently paid or payable by any partnership to the general partner or its affiliates will not be made by the successor, state whether or not other compensation arrangements with the successor described in response to paragraph (b)(1) of this Item (Sec. 229.905) (e.g., incentive fees payable upon sale of a property) will, in effect, replace such distributions.
(3) Provide a table demonstrating the changes in such compensation and distributions setting forth among other things:
(i) The actual amounts of compensation and distributions, separately identified, paid by the partnerships on a combined basis to the general partner and its affiliates for the partnerships' last three fiscal years and most recently ended interim periods; and
(ii) The amounts of compensation and distributions that would have been paid if the compensation and distributions structure to be in effect after the roll-up transaction had been in effect during such period.
(4) If any proposed change(s) in the business or operations of the successor after the roll-up transaction would change materially the compensation and distributions that would have been paid by the successor from that shown in the table provided in response to paragraph (b)(3)(ii) of this Item (Sec. 229.905) (e.g., if properties will be sold or purchased after the roll-up transaction and no properties were sold or purchased during the period covered by the table), describe such changes and the effects thereof on the compensation and distributions to be paid by the successor.
(5) Describe the material conflicts that may arise between the interests of the sponsor or general partner and the interests of investors in the successor as a result of the compensation and distribution arrangements described in response to paragraphs (b)(1) and (2) of this Item (Sec. 229.905) and describe any steps that will be taken to resolve any such conflicts.
(c) Describe any provisions in the governing instruments of the successor and any policies of the general partner of the successor relating to distributions to investors of cash from operations, proceeds from the sale, financing or refinancing of assets, and any other distributions. Compare such provisions and policies to those of each of the partnerships. Describe the effects of any change(s) in such provisions or policies.
(d)(1) Describe each material investment policy of the successor, including, without limitation, policies with respect to borrowings by the successor. Compare such investment policies to the investment policies of each of the partnerships. Describe the effects of any change(s) in such policies.
(1) Describe each material investment policy of the successor, including, without limitation, policies with respect to borrowings by the successor. Compare such investment policies to the investment policies of each of the partnerships. Describe the effects of any change(s) in such policies.
(2) Describe any plans of the general partner, sponsor or of any person who will be an affiliate of the successor with respect to:
(i) A sale of any material assets of the partnerships;
(ii) A purchase of any material assets; and
(iii) Borrowings.
(3)(i) State whether or not specific assets have been identified for sale, financing, refinancing or purchase following the roll-up transaction.
(i) State whether or not specific assets have been identified for sale, financing, refinancing or purchase following the roll-up transaction.
(ii) If specific assets have been so identified, describe the assets and the proposed transaction.
(e) Describe any other similar terms or policies of the successor that are material to an investment in the successor. Compare any such terms or policies to those of each of the partnerships. Describe the effects of any change(s) in any such terms or policies. Instructions to Item 905: (1) The information provided in response to this Item (Sec. 229.905) should be illustrated in tables or other readily understandable formats, which should be included together with the disclosures required by this Item.
(2) The information required by this Item (Sec. 229.905) shall be set forth in appropriate separate sections of the principal disclosure document. Sec. 229.906 (Item 906) Allocation of roll-up consideration.
(a) Describe in reasonable detail the method used to allocate interests in the successor to investors in the partnerships and the reasons why such method was used.
(b) Provide a table showing the calculation of the valuation of each partnership and the allocation of interests in the successor to investors. Such table shall include for each partnership the following information (or other information of a comparable character necessary to an understanding of the calculation and allocation):
(1) The value assigned to each significant category of assets of the partnership and the total value assigned to the partnership;
(2) The total value assigned to all partnerships;
(3) The aggregate amount of interests in the successor to be allocated to each partnership and the percentage of the total amount of all such interests represented thereby; and
(4) The amount of interests of the successor to be issued to investors per interest held in each partnership (on an equivalent interest basis, such as per $1,000 invested).
(c) If interests in the successor will be allocated to the general partner in exchange for its general partner interest or otherwise or if the general partner will receive other consideration in connection with the roll-up transaction:
(1) Describe in reasonable detail the method used to allocate interests in the successor to the general partner or to determine the amount of consideration payable to the general partner and the reasons such method(s) was used; and
(2) Identify the consideration paid by the general partner for interests in the partnerships that will be exchanged in the roll-up transaction. Sec. 229.907 (Item 907) Background of the roll-up transaction.
(a)(1) Furnish a summary of the background of the transaction. Such summary shall include, but not be limited to, a description of any contacts, negotiations or transactions concerning any of the following matters:
(1) Furnish a summary of the background of the transaction. Such summary shall include, but not be limited to, a description of any contacts, negotiations or transactions concerning any of the following matters:
(i) A merger, consolidation, or combination of any of the partnerships;
(ii) An acquisition of any of the partnerships or a material amount of any of their assets;
(iii) A tender offer for or other acquisition of securities of any class issued by any of the partnerships; or
(iv) A change in control of any of the partnerships.
(2) The summary required by paragraph (a)(1) of this Item shall:
(i) Cover the period beginning with each partnership's second full fiscal year preceding the date of the filing of the roll-up transaction;
(ii) Include contacts, negotiations or transactions between the general partner or its affiliates and any person who would have a direct interest in the matters listed in paragraphs (a)(1)(i)-(iv) of this Item; and
(iii) Identify the person who initiated such contacts, negotiations or transactions.
(b) Briefly describe the background of each partnership, including, but not limited to:
(1) The amount of capital raised from investors, the extent to which net proceeds from the original offering of interests have been invested, the extent to which funds have been invested as planned and the amount not yet invested; and
(2) The partnership's investment objectives and the extent to which the partnership has achieved its investment objectives.
(c) Discuss whether the general partner (including any affiliated person materially dependent on the general partner's compensation arrangement with the partnership) or any partnership has experienced since the commencement of the most recently completed fiscal year or is likely to experience any material adverse financial developments. If so, describe such developments and the effect of the transaction on such matters. Sec. 229.908 (Item 908) Reasons for and alternatives to the roll-uptransaction.
(a) Describe the reason(s) for the roll-up transaction.
(b)(1) If the general partner or sponsor considered alternatives to the roll-up transaction being proposed, describe such alternative(s) and state the reason(s) for their rejection.
(1) If the general partner or sponsor considered alternatives to the roll-up transaction being proposed, describe such alternative(s) and state the reason(s) for their rejection.
(2) Whether or not described in response to paragraph (b)(1) of this Item (Sec. 229.908), describe in reasonable detail the potential alternative of continuation of the partnerships in accordance with their existing business plans, including the effects of such continuation and the material risks and benefits that likely would arise in connection therewith, and, if applicable, the general partner's reasons for not considering such alternative.
(3) Whether or not described in response to paragraph (b)(1) of this Item (Sec. 229.908), describe in reasonable detail the potential alternative of liquidation of the partnerships, the procedures required to accomplish liquidation, the effects of liquidation, the material risks and benefits that likely would arise in connection with liquidation, and, if applicable, the general partner's reasons for not considering such alternative.
(c) State the reasons for the structure of the roll-up transaction and for undertaking such transaction at this time.
(d) State whether the general partner initiated the roll-up transaction and, if not, whether the general partner participated in the structuring of the transaction.
(e) State whether the general partner recommends the roll-up transaction and briefly describe the reasons for such recommendation. Sec. 229.909 (Item 909) Conflicts of interest.
(a) Briefly describe the general partner's fiduciary duties to each partnership subject to the roll-up transaction and each actual or potential material conflict of interest between the general partner and the investors relating to the roll-up transaction.
(b)(1) State whether or not the general partner has retained an unaffiliated representative to act on behalf of investors for purposes of negotiating the terms of the roll-up transaction. If no such representative has been retained, describe the reasons therefor and the risks arising from the absence of separate representation.
(1) State whether or not the general partner has retained an unaffiliated representative to act on behalf of investors for purposes of negotiating the terms of the roll-up transaction. If no such representative has been retained, describe the reasons therefor and the risks arising from the absence of separate representation.
(2) If an unaffiliated representative has been retained to represent investors:
(i) Identify such unaffiliated representative;
(ii) Briefly describe the representative's qualifications, including a brief description of any other transaction similar to the roll-up transaction in which the representative has served in a similar capacity within the past five years;
(iii) Describe the method of selection of such representative, including a statement as to whether or not any investors were consulted in the selection of the representative and, if so, the names of such investors;
(iv) Describe the scope and terms of the engagement of the representative, including, but not limited to, what party will be responsible for paying the representative's fees and whether such fees are contingent upon the outcome of the roll-up transaction;
(v) Describe any material relationship between the representative or its affiliates and:
(A) The general partner, sponsor, any affiliate of the general partner or sponsor; or
(B) Any other person having a material interest in the roll-up transaction, which existed during the past two years or is mutually understood to be contemplated and any compensation received or to be received as a result of such relationship;
(vi) Describe in reasonable detail the actions taken by the representative on behalf of investors; and
(vii) Describe the fiduciary duties or other legal obligations of the representative to investors in each of the partnerships. Sec. 229.910 (Item 910) Fairness of the transaction.
(a) State whether the general partner reasonably believes that the roll-up transaction is fair or unfair to investors and the reasons for such belief. Such discussion must address the fairness of the roll-up transaction to investors in each of the partnerships and as a whole. If the roll-up transaction may be completed with a combination of partnerships consisting of less than all partnerships, or with portions of partnerships, the belief stated must address each possible combination.
(b) Discuss in reasonable detail the material factors upon which the belief stated in paragraph (a) of this Item (Sec. 229.910) is based and, to the extent practicable, the weight assigned to each such factor. Such discussion should include an analysis of the extent, if any, to which such belief is based on the factors set forth in Instructions (2) and (3) to this Item (Sec. 229.910), paragraph (b)(1) of Item 909 of this subpart (Sec. 229.909(b)(1)) and Item 911 of this subpart (Sec. 229.911). This discussion also must:
(1) Compare the value of the consideration to be received in the roll-up transaction to the value of the consideration that would be received pursuant to each of the alternatives discussed in response to Item 908(b) of this subpart (Sec. 229.908(b)); and
(2) Describe any material differences among the partnerships (e.g., different types of assets or different investment objectives) relating to the fairness of the transaction.
(c) If any offer of the type described in Instruction (2)(viii) to this Item (Sec. 229.910) has been received, describe such offer and state the reason(s) for its rejection.
(d) Describe any factors known to the general partner that may affect materially the value of the consideration to be received by investors in the roll-up transaction, the values assigned to the partnerships for purposes of the comparisons to alternatives required by paragraph (b) of this Item (Sec. 229.910) and the fairness of the transaction to investors.
(e) State whether the general partner's statements in response to paragraphs (a) and (b) of this Item (Sec. 229.910) are based, in whole or in part, on any report, opinion or appraisal described in response to Item 911 of this subpart (Sec. 229.911). If so, describe any material uncertainties known to the general partner that relate to the conclusions in any such report, opinion or appraisal including, but not limited to, developments or trends that have affected or are reasonably likely to affect materially such conclusions. Instructions to Item 910: (1) A statement that the general partner has no reasonable belief as to the fairness of the roll-up transaction to investors will not be considered sufficient disclosure in response to paragraph (a) of this Item (Sec. 229.910(a)).
(2) The factors which are important in determining the fairness of a roll-up transaction to investors and the weight, if any, which should be given to them in a particular context will vary. Normally such factors will include, among others, those referred to in paragraph (b)(1) of Item 909 (Sec. 229.909(b)(1)) and whether the consideration offered to investors constitutes fair value in relation to:
(i) Current market prices, if any;
(ii) Historic market prices, if any;
(iii) Net book value;
(iv) Going concern value;
(v) Liquidation value;
(vi) Purchases of limited partnership interests by the general partner or sponsor or their affiliates since the commencement of the partnership's second full fiscal year preceding the date of filing of the disclosure document for the roll-up transaction;
(vii) Any report, opinion, or appraisal described in Item 911 of this subpart (Sec. 229.911); and
(viii) Offers of which the general partner or sponsor is aware made during the preceding eighteen months for a merger, consolidation, or combination of any of the partnerships; an acquisition of any of the partnerships or a material amount of their assets; a tender offer for or other acquisition of securities of any class issued by any of the partnerships; or a change in control of any of the partnerships.
(3) The discussion concerning fairness should specifically address material terms of the transaction including whether the consideration offered to investors constitutes fair value in relation to:
(i) The form and amount of consideration to be received by investors and the sponsor in the roll-up transaction;
(ii) The methods used to determine such consideration; and
(iii) The compensation to be paid to the sponsor in the future.
(4) Conclusory statements, such as ``The roll-up transaction is fair to investors in relation to net book value, going concern value, liquidation value and future prospects of the partnership,'' will not be considered sufficient disclosure in response to paragraph (b) of this Item (Sec. 229.910(b)).
(5) Consideration should be given to presenting the comparative numerical data as to the value of the consideration being received by investors, liquidation value and other values in a tabular format. Financial and other information concerning the partnerships should be prepared based upon the most recent available information, such as, in the case of financial information, the periods covered by interim selected financial information included in the prospectus in accordance with Item 914 of this subpart (Sec. 229.914). Sec. 229.911 (Item 911) Reports, opinions and appraisals.
(a)(1) All material reports, opinions or appraisals. State whether or not the general partner or sponsor has received any report, opinion (other than an opinion of counsel) or appraisal from an outside party which is materially related to the roll-up transaction including, but not limited to, any such report, opinion or appraisal relating to the consideration or the fairness of the consideration to be offered to investors in connection with the roll-up transaction or the fairness of such transaction to the general partner or investors.
(1) All material reports, opinions or appraisals. State whether or not the general partner or sponsor has received any report, opinion (other than an opinion of counsel) or appraisal from an outside party which is materially related to the roll-up transaction including, but not limited to, any such report, opinion or appraisal relating to the consideration or the fairness of the consideration to be offered to investors in connection with the roll-up transaction or the fairness of such transaction to the general partner or investors.
(2) With respect to any report, opinion or appraisal described in paragraph (a)(1) of this Item (Sec. 229.911);
(i) Identify such outside party;
(ii) Briefly describe the qualifications of such outside party;
(iii) Describe the method of selection of such outside party;
(iv) Describe any material relationship between:
(A) The outside party or its affiliates; and
(B) The general partner, sponsor, the successor or any of their affiliates, which existed during the past two years or is mutually understood to be contemplated and any compensation received or to be received as a result of such relationship;
(v) If such report, opinion or appraisal relates to the fairness of the consideration, state whether the general partner, sponsor or affiliate determined the amount of consideration to be paid or whether the outside party recommended the amount of consideration to be paid.
(vi) Furnish a summary concerning such report, opinion or appraisal which shall include, but not be limited to, the procedures followed; the findings and recommendations; the bases for and methods of arriving at such findings and recommendations; instructions received from the general partner, sponsor or its affiliates; and any limitation imposed by the general partner, sponsor or affiliate on the scope of the investigation. If any limitation was imposed by the general partner, sponsor or affiliate on the scope of the investigation, including, but not limited to, access to its personnel, premises, and relevant books and records, state the reasons therefor.
(vii) State whether any compensation paid to such outside party is contingent on the approval or completion of the roll-up transaction and, if so, the reasons for compensating such parties on a contingent basis.
(3) Furnish a statement to the effect that upon written request by an investor or his representative who has been so designated in writing, a copy of any such report, opinion or appraisal shall be transmitted promptly, without charge, by the general partner or sponsor. The statement also must include the name and address of the person to whom investors or their representatives should make their request.
(4) All reports, opinions or appraisals referred to in paragraph (a)(1) of this Item (Sec. 229.911) shall be filed as exhibits to the registration statement.
(5)(i) Describe any contacts in connection with the roll-up transaction between the sponsor or the general partner and any outside party with respect to the preparation by such party of an opinion concerning the fairness of the roll-up transaction, a valuation of a partnership or its assets, or any other report with respect to the roll-up transaction. No description is required, however, of contacts with respect to reports, opinions or appraisals filed as exhibits pursuant to paragraph (a)(4) of this Item (Sec. 229.911).
(i) Describe any contacts in connection with the roll-up transaction between the sponsor or the general partner and any outside party with respect to the preparation by such party of an opinion concerning the fairness of the roll-up transaction, a valuation of a partnership or its assets, or any other report with respect to the roll-up transaction. No description is required, however, of contacts with respect to reports, opinions or appraisals filed as exhibits pursuant to paragraph (a)(4) of this Item (Sec. 229.911).
(ii) The description of contacts with any outside party required by paragraph (a)(5)(i) of this Item (Sec. 229.911) shall include the following:
(A) The identity of each such party;
(B) The nature of the contact;
(C) The actions taken by such party;
(D) Any views, preliminary or final, expressed on the proposed subject matter of the report, opinion or appraisal; and
(E) Any reasons such party did not provide a report, opinion or appraisal.
(b) Fairness opinions: (1) If any report, opinion or appraisal relates to the fairness of the roll-up transaction to investors in the partnerships, state whether or not the report, opinion or appraisal addresses the fairness of:
(i) The roll-up transaction as a whole and to investors in each partnership; and
(ii) All possible combinations of partnerships in the roll-up transaction (including portions of partnerships if the transaction is structured to permit portions of partnerships to participate). If all possible combinations are not addressed:
(A) Identify the combinations that are addressed;
(B) Identify the person(s) that determined which combinations would be addressed and state the reasons for the selection of the combinations; and
(C) State that if the roll-up transaction is completed with a combination of partnerships not addressed, no report, opinion or appraisal concerning the fairness of the roll-up transaction will have been obtained.
(2) If the sponsor or the general partner has not obtained any opinion on the fairness of the proposed roll-up transaction to investors in each of the affected partnerships, state the sponsor's or general partner's reasons for concluding that such an opinion is not necessary in order to permit the limited partners or shareholders to make an informed decision on the proposed transaction.
(c) Appraisals. If the report, opinion or appraisal consists of an appraisal of the assets of the partnerships:
(1) Describe the purpose(s) for which the appraisals were obtained and their use in connection with the roll-up transaction;
(2) Describe which assets are covered by the appraisals and state the aggregate appraised value of the assets covered by the appraisals (including such value net of associated indebtedness). Provide a description of, and valuation of, any assets subject to any material qualifications by the appraiser and a summary of such qualifications;
(3) Identify the date as of which the appraisals were prepared. State whether and in what circumstances the appraisals will be updated. State whether any events have occurred or conditions have changed since the date of the appraisals that may have caused a material change in the value of the assets;
(4) Include as an appendix to the prospectus one or more tables setting forth the following information:
(i) The appraised value of any separately appraised asset that is significant to the partnership holding such asset;
(ii) If the appraiser considered different valuation approaches in preparing the appraisals of the assets identified in response to paragraph (c)(4)(i) of this Item (Sec. 229.911(c)(4)(i)), the value of each such asset under each valuation approach considered by the appraiser, identifying the valuation approach used by the appraiser in determining the appraised value and the reason such approach was chosen; and
(iii) All material assumptions used by the appraiser in appraising the assets identified in response to paragraph (c)(4)(i) of this Item (Sec. 229.911(c)(4)(i)), and, if the appraiser used different assumptions for any of such assets, the reasons the different assumptions were chosen.
(5) For purposes of this Item and Item 902 of this subpart (Sec. 229.902), an asset is ``significant'' to a partnership if it represents more than 10% of the value of the partnership's assets as of the end of the most recently-completed fiscal year or recently-completed interim period or if 10% or more of the partnership's cash flow or net income for the most recently-completed fiscal year or most recently-completed subsequent interim period was derived from such asset. Instructions to Item 911: (1) The reports, opinions and appraisals required to be identified in response to paragraph (a) of this Item (Sec. 229.911) include any reports, opinions and appraisals which materially relate to the roll-up transaction whether or not relied upon, such as reports or opinions regarding alternatives to the roll-up transaction whether or not the alternatives were rejected.
(2) The information called for by paragraph (a)(2) of this Item (Sec. 229.911) should be given with respect to the firm which provides the report, opinion or appraisal rather than the employees of such firm who prepared it.
(3) With respect to appraisals, a summary prepared by the appraisers should not be included in lieu of the description of the appraisals required by paragraph (c) of this Item (Sec. 229.911). A clear and concise summary description of the appraisals is required. [56 FR 57247, Nov. 8, 1991, as amended at 59 FR 63683, Dec. 8, 1994] Sec. 229.912 (Item 912) Source and amount of funds and transactionalexpenses.
(a) State the source and total amount of funds or other consideration to be used in the roll-up transaction.
(b)(1) Furnish a reasonably itemized statement of all expenses incurred or estimated to be incurred in connection with the roll-up transaction including, but not limited to, filing fees, legal, financial advisory, accounting and appraisal fees, solicitation expenses and printing costs. Identify the persons responsible for paying any or all of such expenses.
(1) Furnish a reasonably itemized statement of all expenses incurred or estimated to be incurred in connection with the roll-up transaction including, but not limited to, filing fees, legal, financial advisory, accounting and appraisal fees, solicitation expenses and printing costs. Identify the persons responsible for paying any or all of such expenses.
(2) State whether or not any partnership subject to the roll-up transaction will be, directly or indirectly, responsible for any or all of the expenses of the transaction. If any partnership will be so responsible, state the amount to be provided by each partnership and the sources of capital to finance such amount.
(c) If all or any part of the consideration to be used by the sponsor or successor in the roll-up transaction is expected to be, directly or indirectly, provided by any partnership, state the amount to be provided by each partnership and the sources of capital to finance such amount.
(d) If all or any part of the funds or other consideration is, or is expected to be, directly or indirectly borrowed by the sponsor or successor for the purpose of the roll-up transaction:
(1) Provide a summary of each such loan agreement containing the identity of the parties, the term, the collateral, the stated and effective interest rates, and other material terms or conditions; and
(2) Briefly describe any plans or arrangements to finance or repay such borrowing, or, if no plans or arrangements have been made, make a statement to that effect.
(e) If the source of all or any part of the funds to be used in the roll-up transaction is a loan made in the ordinary course of business by a bank as defined by section 3(a)(6) of the Exchange Act and section 13(d) or 14(d) is applicable to such transaction, the name of such bank shall not be made available to the public if the person filing the statement so requests in writing and files such request, naming such bank, with the Secretary of the Commission. Sec. 229.913 (Item 913) Other provisions of the transaction.
(a) State whether or not appraisal rights are provided under applicable state law, under the partnership's governing instruments or will be voluntarily accorded by the successor, the general partner or the sponsor (or any of their affiliates) in connection with the roll-up transaction. If so, summarize such appraisal rights. If appraisal rights will not be available to investors who object to the transaction, briefly outline the rights which may be available to such investors under such law.
(b) If any provision has been made to allow investors to obtain access to the books and records of the partnership or to obtain counsel or appraisal services at the expense of the successor, the general partner, the partnership, the sponsor (or any of their affiliates), describe such provision.
(c) Discuss the investors' rights under federal and state law to obtain a partnership's list of investors. Sec. 229.914 (Item 914) Pro forma financial statements: selectedfinancial data.
(a) In addition to the information required by Item 301 of Regulation S-K, Selected Financial Data (Sec. 229.301), and Item 302 of Regulation S-K, Supplementary Financial Information (Sec. 229.302), for each partnership proposed to be included in a roll-up transaction provide: Ratio of earnings to fixed charges, cash and cash equivalents, total assets at book value, total assets at the value assigned for purposes of the roll-up transaction (if applicable), total liabilities, general and limited partners' equity, net increase (decrease) in cash and cash equivalents, net cash provided by operating activities, distributions; and per unit data for net income (loss), book value, value assigned for purposes of the roll-up transaction (if applicable), and distributions (separately identifying distributions that represent a return of capital). This information should be provided for the same period(s) for which Selected Financial Data and Supplementary Financial Information are required to be provided. Additional or other information should be provided if material to an understanding of each partnership proposed to be included in a roll-up transaction.
(b) Provide pro forma financial information (including oil and gas reserves and cash flow disclosure, if appropriate), assuming:
(1) All partnerships participate in the roll-up transaction; and
(2) Participation in a roll-up transaction of those partnerships that on a combined basis have the lowest combined net cash provided by operating activities for the last fiscal year of such partnerships, provided participation by such partnerships satisfies all conditions to consummation of the roll-up transaction. If the combination of all partnerships proposed to be included in a roll-up transaction results in such lowest combined net cash provided by operating activities, this shall be noted and no separate pro forma financial statements are required.
(c) The pro forma financial statements required by paragraph (b) of this Item (Sec. 229.914) shall disclose the effect of the roll-up transaction on the successor's:
(1) Balance sheet as of the later of the end of the most recent fiscal year or the latest interim period;
(2) Statement of income (with separate line items to reflect income (loss) excluding and including the roll-up expenses and payments), earnings per share amounts, and ratio of earnings to fixed charges for the most recent fiscal year and the latest interim period;
(3) Statement of cash flows for the most recent fiscal year and the latest interim period; and
(4) Book value per share as of the later of the end of the most recent fiscal year or the latest interim period. Instructions to Item 914. (1) Notwithstanding the provisions of this Item (Sec. 229.914), any or all of the information required by paragraphs (b) and (c) of this Item (Sec. 229.914) that is not material for the exercise of prudent judgment in regard to the matter to be acted upon, may be omitted.
(2) If the roll-up transaction is structured to permit participation by portions of partnerships, consideration should be given to the effect of such participation in preparing the pro forma financial statements reflecting a partial roll-up. Sec. 229.915 (Item 915) Federal income tax consequences.
(a) Provide a brief, clear and understandable summary of the material Federal income tax consequences of the roll-up transaction and an investment in the successor. Where a tax opinion has been provided, briefly summarize the substance of such opinion, including identification of the material consequences upon which counsel has not been asked, or is unable, to opine. If any of the material Federal income tax consequences are not expected to be the same for investors in all partnerships, the differences shall be described.
(b) State whether or not the opinion of counsel is included as an appendix to the prospectus. If filed as an exhibit to the registration statement and not included as an appendix to the prospectus, include a statement to the effect that, upon receipt of a written request by an investor or his representative who has been so designated in writing, a copy of the opinion of counsel will be transmitted promptly, without charge, by the general partner or sponsor. The statement should include the name and address of the person to whom investors should make their request.
Subpart 229.1000_Mergers and Acquisitions (Regulation M-A)
Source: 64 FR 61443, Nov. 10, 1999, unless otherwise noted. Sec. 229.1000 (Item 1000) Definitions.
The following definitions apply to the terms used in Regulation M-A (Sec. Sec. 229.1000 through 229.1016), unless specified otherwise:
(a) Associate has the same meaning as in Sec. 240.12b-2 of this chapter;
(b) Instruction C means General Instruction C to Schedule 13E-3 (Sec. 240.13e-100 of this chapter) and General Instruction C to Schedule TO (Sec. 240.14d-100 of this chapter);
(c) Issuer tender offer has the same meaning as in Sec. 240.13e-4(a)(2) of this chapter;
(d) Offeror means any person who makes a tender offer or on whose behalf a tender offer is made;
(e) Rule 13e-3 transaction has the same meaning as in Sec. 240.13e-3(a)(3) of this chapter;
(f) Subject company means the company or entity whose securities are sought to be acquired in the transaction (e.g., the target), or that is otherwise the subject of the transaction;
(g) Subject securities means the securities or class of securities that are sought to be acquired in the transaction or that are otherwise the subject of the transaction; and
(h) Third-party tender offer means a tender offer that is not an issuer tender offer. Sec. 229.1001 (Item 1001) Summary term sheet.
Summary term sheet. Provide security holders with a summary term sheet that is written in plain English. The summary term sheet must briefly describe in bullet point format the most material terms of the proposed transaction. The summary term sheet must provide security holders with sufficient information to understand the essential features and significance of the proposed transaction. The bullet points must cross-reference a more detailed discussion contained in the disclosure document that is disseminated to security holders. Instructions to Item 1001: 1. The summary term sheet must not recite all information contained in the disclosure document that will be provided to security holders. The summary term sheet is intended to serve as an overview of all material matters that are presented in the accompanying documents provided to security holders.
2. The summary term sheet must begin on the first or second page of the disclosure document provided to security holders.
3. Refer to Rule 421(b) and (d) of Regulation C of the Securities Act (Sec. 230.421 of this chapter) for a description of plain English disclosure. Sec. 229.1002 (Item 1002) Subject company information.
(a) Name and address. State the name of the subject company (or the issuer in the case of an issuer tender offer), and the address and telephone number of its principal executive offices.
(b) Securities. State the exact title and number of shares outstanding of the subject class of equity securities as of the most recent practicable date. This may be based upon information in the most recently available filing with the Commission by the subject company unless the filing person has more current information.
(c) Trading market and price. Identify the principal market in which the subject securities are traded and state the high and low sales prices for the subject securities in the principal market (or, if there is no principal market, the range of high and low bid quotations and the source of the quotations) for each quarter during the past two years. If there is no established trading market for the securities (except for limited or sporadic quotations), so state.
(d) Dividends. State the frequency and amount of any dividends paid during the past two years with respect to the subject securities. Briefly describe any restriction on the subject company's current or future ability to pay dividends. If the filing person is not the subject company, furnish this information to the extent known after making reasonable inquiry.
(e) Prior public offerings. If the filing person has made an underwritten public offering of the subject securities for cash during the past three years that was registered under the Securities Act of 1933 or exempt from registration under Regulation A (Sec. 230.251 through Sec. 230.263 of this chapter), state the date of the offering, the amount of securities offered, the offering price per share (adjusted for stock splits, stock dividends, etc. as appropriate) and the aggregate proceeds received by the filing person.
(f) Prior stock purchases. If the filing person purchased any subject securities during the past two years, state the amount of the securities purchased, the range of prices paid and the average purchase price for each quarter during that period. Affiliates need not give information for purchases made before becoming an affiliate. Sec. 229.1003 (Item 1003) Identity and background of filing person.
(a) Name and address. State the name, business address and business telephone number of each filing person. Also state the name and address of each person specified in Instruction C to the schedule (except for Schedule 14D-9 (Sec. 240.14d-101 of this chapter)). If the filing person is an affiliate of the subject company, state the nature of the affiliation. If the filing person is the subject company, so state.
(b) Business and background of entities. If any filing person (other than the subject company) or any person specified in Instruction C to the schedule is not a natural person, state the person's principal business, state or other place of organization, and the information required by paragraphs (c)(3) and (c)(4) of this section for each person.
(c) Business and background of natural persons. If any filing person or any person specified in Instruction C to the schedule is a natural person, provide the following information for each person:
(1) Current principal occupation or employment and the name, principal business and address of any corporation or other organization in which the employment or occupation is conducted;
(2) Material occupations, positions, offices or employment during the past five years, giving the starting and ending dates of each and the name, principal business and address of any corporation or other organization in which the occupation, position, office or employment was carried on;
(3) A statement whether or not the person was convicted in a criminal proceeding during the past five years (excluding traffic violations or similar misdemeanors). If the person was convicted, describe the criminal proceeding, including the dates, nature of conviction, name and location of court, and penalty imposed or other disposition of the case;
(4) A statement whether or not the person was a party to any judicial or administrative proceeding during the past five years (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws. Describe the proceeding, including a summary of the terms of the judgment, decree or final order; and
(5) Country of citizenship.
(d) Tender offer. Identify the tender offer and the class of securities to which the offer relates, the name of the offeror and its address (which may be based on the offeror's Schedule TO (Sec. 240.14d-100 of this chapter) filed with the Commission). Instruction to Item 1003. If the filing person is making information relating to the transaction available on the Internet, state the address where the information can be found. Sec. 229.1004 (Item 1004) Terms of the transaction.
(a) Material terms. State the material terms of the transaction.
(1) Tender offers. In the case of a tender offer, the information must include:
(i) The total number and class of securities sought in the offer;
(ii) The type and amount of consideration offered to security holders;
(iii) The scheduled expiration date;
(iv) Whether a subsequent offering period will be available, if the transaction is a third-party tender offer;
(v) Whether the offer may be extended, and if so, how it could be extended;
(vi) The dates before and after which security holders may withdraw securities tendered in the offer;
(vii) The procedures for tendering and withdrawing securities;
(viii) The manner in which securities will be accepted for payment;
(ix) If the offer is for less than all securities of a class, the periods for accepting securities on a pro rata basis and the offeror's present intentions in the event that the offer is oversubscribed;
(x) An explanation of any material differences in the rights of security holders as a result of the transaction, if material;
(xi) A brief statement as to the accounting treatment of the transaction, if material; and
(xii) The federal income tax consequences of the transaction, if material.
(2) Mergers or similar transactions. In the case of a merger or similar transaction, the information must include:
(i) A brief description of the transaction;
(ii) The consideration offered to security holders;
(iii) The reasons for engaging in the transaction;
(iv) The vote required for approval of the transaction;
(v) An explanation of any material differences in the rights of security holders as a result of the transaction, if material;
(vi) A brief statement as to the accounting treatment of the transaction, if material; and
(vii) The federal income tax consequences of the transaction, if material. Instruction to Item 1004(a): If the consideration offered includes securities exempt from registration under the Securities Act of 1933, provide a description of the securities that complies with Item 202 of Regulation S-K (Sec. 229.202). This description is not required if the issuer of the securities meets the requirements of General Instructions I.A, I.B.1 or I.B.2, as applicable, or I.C. of Form S-3 (Sec. 239.13 of this chapter) and elects to furnish information by incorporation by reference; only capital stock is to be issued; and securities of the same class are registered under section 12 of the Exchange Act and either are listed for trading or admitted to unlisted trading privileges on a national securities exchange; or are securities for which bid and offer quotations are reported in an automated quotations system operated by a national securities association.
(b) Purchases. State whether any securities are to be purchased from any officer, director or affiliate of the subject company and provide the details of each transaction.
(c) Different terms. Describe any term or arrangement in the Rule 13e-3 transaction that treats any subject security holders differently from other subject security holders.
(d) Appraisal rights. State whether or not dissenting security holders are entitled to any appraisal rights. If so, summarize the appraisal rights. If there are no appraisal rights available under state law for security holders who object to the transaction, briefly outline any other rights that may be available to security holders under the law.
(e) Provisions for unaffiliated security holders. Describe any provision made by the filing person in connection with the transaction to grant unaffiliated security holders access to the corporate files of the filing person or to obtain counsel or appraisal services at the expense of the filing person. If none, so state.
(f) Eligibility for listing or trading. If the transaction involves the offer of securities of the filing person in exchange for equity securities held by unaffiliated security holders of the subject company, describe whether or not the filing person will take steps to assure that the securities offered are or will be eligible for trading on an automated quotations system operated by a national securities association. Sec. 229.1005 (Item 1005) Past contacts, transactions, negotiationsand agreements.
(a) Transactions. Briefly state the nature and approximate dollar amount of any transaction, other than those described in paragraphs (b) or (c) of this section, that occurred during the past two years, between the filing person (including any person specified in Instruction C of the schedule) and;
(1) The subject company or any of its affiliates that are not natural persons if the aggregate value of the transactions is more than one percent of the subject company's consolidated revenues for:
(i) The fiscal year when the transaction occurred; or
(ii) The past portion of the current fiscal year, if the transaction occurred in the current year; and Instruction to Item 1005(a)(1): The information required by this Item may be based on information in the subject company's most recent filing with the Commission, unless the filing person has reason to believe the information is not accurate.
(2) Any executive officer, director or affiliate of the subject company that is a natural person if the aggregate value of the transaction or series of similar transactions with that person exceeds $60,000.
(b) Significant corporate events. Describe any negotiations, transactions or material contacts during the past two years between the filing person (including subsidiaries of the filing person and any person specified in Instruction C of the schedule) and the subject company or its affiliates concerning any:
(1) Merger;
(2) Consolidation;
(3) Acquisition;
(4) Tender offer for or other acquisition of any class of the subject company's securities;
(5) Election of the subject company's directors; or
(6) Sale or other transfer of a material amount of assets of the subject company.
(c) Negotiations or contacts. Describe any negotiations or material contacts concerning the matters referred to in paragraph (b) of this section during the past two years between:
(1) Any affiliates of the subject company; or
(2) The subject company or any of its affiliates and any person not affiliated with the subject company who would have a direct interest in such matters. Instruction to paragraphs (b) and (c) of Item 1005: Identify the person who initiated the contacts or negotiations.
(d) Conflicts of interest. If material, describe any agreement, arrangement or understanding and any actual or potential conflict of interest between the filing person or its affiliates and:
(1) The subject company, its executive officers, directors or affiliates; or
(2) The offeror, its executive officers, directors or affiliates. Instruction to Item 1005(d): If the filing person is the subject company, no disclosure called for by this paragraph is required in the document disseminated to security holders, so long as substantially the same information was filed with the Commission previously and disclosed in a proxy statement, report or other communication sent to security holders by the subject company in the past year. The document disseminated to security holders, however, must refer specifically to the discussion in the proxy statement, report or other communication that was sent to security holders previously. The information also must be filed as an exhibit to the schedule.
(e) Agreements involving the subject company's securities. Describe any agreement, arrangement, or understanding, whether or not legally enforceable, between the filing person (including any person specified in Instruction C of the schedule) and any other person with respect to any securities of the subject company. Name all persons that are a party to the agreements, arrangements, or understandings and describe all material provisions. Instructions to Item 1005(e) 1. The information required by this Item includes: the transfer or voting of securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss, or the giving or withholding of proxies, consents or authorizations.
2. Include information for any securities that are pledged or otherwise subject to a contingency, the occurrence of which would give another person the power to direct the voting or disposition of the subject securities. No disclosure, however, is required about standard default and similar provisions contained in loan agreements. Sec. 229.1006 (Item 1006) Purposes of the transaction and plans or proposals.
(a) Purposes. State the purposes of the transaction.
(b) Use of securities acquired. Indicate whether the securities acquired in the transaction will be retained, retired, held in treasury, or otherwise disposed of.
(c) Plans. Describe any plans, proposals or negotiations that relate to or would result in:
(1) Any extraordinary transaction, such as a merger, reorganization or liquidation, involving the subject company or any of its subsidiaries;
(2) Any purchase, sale or transfer of a material amount of assets of the subject company or any of its subsidiaries;
(3) Any material change in the present dividend rate or policy, or indebtedness or capitalization of the subject company;
(4) Any change in the present board of directors or management of the subject company, including, but not limited to, any plans or proposals to change the number or the term of directors or to fill any existing vacancies on the board or to change any material term of the employment contract of any executive officer;
(5) Any other material change in the subject company's corporate structure or business, including, if the subject company is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote would be required by Section 13 of the Investment Company Act of 1940 (15 U.S.C. 80a-13);
(6) Any class of equity securities of the subject company to be delisted from a national securities exchange or cease to be authorized to be quoted in an automated quotations system operated by a national securities association;
(7) Any class of equity securities of the subject company becoming eligible for termination of registration under section 12(g)(4) of the Act (15 U.S.C. 78l);
(8) The suspension of the subject company's obligation to file reports under Section 15(d) of the Act (15 U.S.C. 78o);
(9) The acquisition by any person of additional securities of the subject company, or the disposition of securities of the subject company; or (10) Any changes in the subject company's charter, bylaws or other governing instruments or other actions that could impede the acquisition of control of the subject company.
(d) Subject company negotiations. If the filing person is the subject company:
(1) State whether or not that person is undertaking or engaged in any negotiations in response to the tender offer that relate to:
(i) A tender offer or other acquisition of the subject company's securities by the filing person, any of its subsidiaries, or any other person; or
(ii) Any of the matters referred to in paragraphs (c)(1) through (c)(3) of this section; and
(2) Describe any transaction, board resolution, agreement in principle, or signed contract that is entered into in response to the tender offer that relates to one or more of the matters referred to in paragraph (d)(1) of this section. Instruction to Item 1006(d)(1): If an agreement in principle has not been reached at the time of filing, no disclosure under paragraph (d)(1) of this section is required of the possible terms of or the parties to the transaction if in the opinion of the board of directors of the subject company disclosure would jeopardize continuation of the negotiations. In that case, disclosure indicating that negotiations are being undertaken or are underway and are in the preliminary stages is sufficient. Sec. 229.1007 (Item 1007) Source and amount of funds or other consideration.
(a) Source of funds. State the specific sources and total amount of funds or other consideration to be used in the transaction. If the transaction involves a tender offer, disclose the amount of funds or other consideration required to purchase the maximum amount of securities sought in the offer.
(b) Conditions. State any material conditions to the financing discussed in response to paragraph (a) of this section. Disclose any alternative financing arrangements or alternative financing plans in the event the primary financing plans fall through. If none, so state.
(c) Expenses. Furnish a reasonably itemized statement of all expenses incurred or estimated to be incurred in connection with the transaction including, but not limited to, filing, legal, accounting and appraisal fees, solicitation expenses and printing costs and state whether or not the subject company has paid or will be responsible for paying any or all expenses.
(d) Borrowed funds. If all or any part of the funds or other consideration required is, or is expected, to be borrowed, directly or indirectly, for the purpose of the transaction:
(1) Provide a summary of each loan agreement or arrangement containing the identity of the parties, the term, the collateral, the stated and effective interest rates, and any other material terms or conditions of the loan; and
(2) Briefly describe any plans or arrangements to finance or repay the loan, or, if no plans or arrangements have been made, so state. Instruction to Item 1007(d): If the transaction is a third-party tender offer and the source of all or any part of the funds used in the transaction is to come from a loan made in the ordinary course of business by a bank as defined by section 3(a)(6) of the Act (15 U.S.C. 78c), the name of the bank will not be made available to the public if the filing person so requests in writing and files the request, naming the bank, with the Secretary of the Commission. Sec. 229.1008 (Item 1008) Interest in securities of the subject company.
(a) Securities ownership. State the aggregate number and percentage of subject securities that are beneficially owned by each person named in response to Item 1003 of Regulation M-A (Sec. 229.1003) and by each associate and majority-owned subsidiary of those persons. Give the name and address of any associate or subsidiary. Instructions to Item 1008(a). 1. For purposes of this section, beneficial ownership is determined in accordance with Rule 13d-3 (Sec. 240.13d-3 of this chapter) under the Exchange Act. Identify the shares that the person has a right to acquire.
2. The information required by this section may be based on the number of outstanding securities disclosed in the subject company's most recently available filing with the Commission, unless the filing person has more current information.
3. The information required by this section with respect to officers, directors and associates of the subject company must be given to the extent known after making reasonable inquiry.
(b) Securities transactions. Describe any transaction in the subject securities during the past 60 days. The description of transactions required must include, but not necessarily be limited to:
(1) The identity of the persons specified in the Instruction to this section who effected the transaction;
(2) The date of the transaction;
(3) The amount of securities involved;
(4) The price per share; and
(5) Where and how the transaction was effected. Instructions to Item 1008(b). 1. Provide the required transaction information for the following persons:
(a) The filing person (for all schedules);
(b) Any person named in Instruction C of the schedule and any associate or majority-owned subsidiary of the issuer or filing person (for all schedules except Schedule 14D-9 (Sec. 240.14d-101 of this chapter));
(c) Any executive officer, director, affiliate or subsidiary of the filing person (for Schedule 14D-9 (Sec. 240.14d-101 of this chapter);
(d) The issuer and any executive officer or director of any subsidiary of the issuer or filing person (for an issuer tender offer on Schedule TO (Sec. 240.14d-100 of this chapter)); and
(e) The issuer and any pension, profit-sharing or similar plan of the issuer or affiliate filing the schedule (for a going-private transaction on Schedule 13E-3 (Sec. 240.13e-100 of this chapter)).
2. Provide the information required by this Item if it is available to the filing person at the time the statement is initially filed with the Commission. If the information is not initially available, it must be obtained and filed with the Commission promptly, but in no event later than three business days after the date of the initial filing, and if material, disclosed in a manner reasonably designed to inform security holders. The procedure specified by this instruction is provided to maintain the confidentiality of information in order to avoid possible misuse of inside information. Sec. 229.1009 (Item 1009) Persons/assets, retained, employed,compensated or used.
(a) Solicitations or recommendations. Identify all persons and classes of persons that are directly or indirectly employed, retained, or to be compensated to make solicitations or recommendations in connection with the transaction. Provide a summary of all material terms of employment, retainer or other arrangement for compensation.
(b) Employees and corporate assets. Identify any officer, class of employees or corporate assets of the subject company that has been or will be employed or used by the filing person in connection with the transaction. Describe the purpose for their employment or use. Instruction to Item 1009(b): Provide all information required by this Item except for the information required by paragraph (a) of this section and Item 1007 of Regulation M-A (Sec. 229.1007). Sec. 229.1010 (Item 1010) Financial statements.
(a) Financial information. Furnish the following financial information:
(1) Audited financial statements for the two fiscal years required to be filed with the company's most recent annual report under sections 13 and 15(d) of the Exchange Act (15 U.S.C. 78m; 15 U.S.C. 78o);
(2) Unaudited balance sheets, comparative year-to-date income statements and related earnings per share data, statements of cash flows, and comprehensive income required to be included in the company's most recent quarterly report filed under the Exchange Act;
(3) Ratio of earnings to fixed charges, computed in a manner consistent with Item 503(d) of Regulation S-K (Sec. 229.503(d)), for the two most recent fiscal years and the interim periods provided under paragraph (a)(2) of this section; and
(4) Book value per share as of the date of the most recent balance sheet presented.
(b) Pro forma information. If material, furnish pro forma information disclosing the effect of the transaction on:
(1) The company's balance sheet as of the date of the most recent balance sheet presented under paragraph (a) of this section;
(2) The company's statement of income, earnings per share, and ratio of earnings to fixed charges for the most recent fiscal year and the latest interim period provided under paragraph (a)(2) of this section; and
(3) The company's book value per share as of the date of the most recent balance sheet presented under paragraph (a) of this section.
(c) Summary information. Furnish a fair and adequate summary of the information specified in paragraphs (a) and (b) of this section for the same periods specified. A fair and adequate summary includes:
(1) The summarized financial information specified in Sec. 210.1-02(bb)(1) of this chapter;
(2) Income per common share from continuing operations (basic and diluted, if applicable);
(3) Net income per common share (basic and diluted, if applicable);
(4) Ratio of earnings to fixed charges, computed in a manner consistent with Item 503(d) of Regulation S-K (Sec. 229.503(d));
(5) Book value per share as of the date of the most recent balance sheet; and
(6) If material, pro forma data for the summarized financial information specified in paragraphs (c)(1) through (c)(5) of this section disclosing the effect of the transaction. Sec. 229.1011 (Item 1011) Additional information.
(a) Agreements, regulatory requirements and legal proceedings. If material to a security holder's decision whether to sell, tender or hold the securities sought in the tender offer, furnish the following information:
(1) Any present or proposed material agreement, arrangement, understanding or relationship between the offeror or any of its executive officers, directors, controlling persons or subsidiaries and the subject company or any of its executive officers, directors, controlling persons or subsidiaries (other than any agreement, arrangement or understanding disclosed under any other sections of Regulation M-A (Sec. Sec. 229.1000 through 229.1016)); Instruction to paragraph (a)(1): In an issuer tender offer disclose any material agreement, arrangement, understanding or relationship between the offeror and any of its executive officers, directors, controlling persons or subsidiaries.
(2) To the extent known by the offeror after reasonable investigation, the applicable regulatory requirements which must be complied with or approvals which must be obtained in connection with the tender offer;
(3) The applicability of any anti-trust laws;
(4) The applicability of margin requirements under section 7 of the Act (15 U.S.C. 78g) and the applicable regulations; and
(5) Any material pending legal proceedings relating to the tender offer, including the name and location of the court or agency in which the proceedings are pending, the date instituted, the principal parties, and a brief summary of the proceedings and the relief sought. Instruction to Item 1011(a)(5): A copy of any document relating to a major development (such as pleadings, an answer, complaint, temporary restraining order, injunction, opinion, judgment or order) in a material pending legal proceeding must be furnished promptly to the Commission staff on a supplemental basis.
(b) Furnish the information required by Item 402(t)(2) and (3) of this part (Sec. 229.402(t)(2) and (3)) and in the tabular format set forth in Item 402(t)(1) of this part (Sec. 229.402(t)(1)) with respect to each named executive officer
(1) Of the subject company in a Rule 13e-3 transaction; or
(2) Of the issuer whose securities are the subject of a third-party tender offer, regarding any agreement or understanding, whether written or unwritten, between such named executive officer and the subject company, issuer, bidder, or the acquiring company, as applicable, concerning any type of compensation, whether present, deferred or contingent, that is based upon or otherwise relates to the Rule 13e-3 transaction or third-party tender offer. Instructions to Item 1011(b).
1. The obligation to provide the information in paragraph (b) of this section shall not apply where the issuer whose securities are the subject of the Rule 13e-3 transaction or tender offer is a foreign private issuer, as defined in Sec. 240.3b-4 of this chapter.
2. For purposes of Instruction 1 to Item 402(t)(2) of this part: If the disclosure is included in a Schedule 13E-3 (Sec. 240.13e-100 of this chapter) or Schedule 14D-9 (Sec. 240.14d-101 of this chapter), the disclosure provided by this table shall be quantified assuming that the triggering event took place on the latest practicable date and that the price per share of the securities of the subject company in a Rule 13e-3 transaction, or of the issuer whose securities are the subject of the third-party tender offer, shall be determined as follows: If the shareholders are to receive a fixed dollar amount, the price per share shall be that fixed dollar amount, and if such value is not a fixed dollar amount, the price per share shall be the average closing market price of such securities over the first five business days following the first public announcement of the transaction. Compute the dollar value of in-the-money option awards for which vesting would be accelerated by determining the difference between this price and the exercise or base price of the options. Include only compensation that is based on or otherwise relates to the subject transaction. Apply Instruction 1 to Item 402(t) with respect to those executive officers for whom disclosure was required in the most recent filing by the subject company in a Rule 13e-3 transaction or by the issuer whose securities are the subject of a third-party tender offer, with the Commission under the Securities Act (15 U.S.C. 77a et seq.) or Exchange Act (15 U.S.C. 78a et seq.) that required disclosure pursuant to Item 402(c).
(c) Other material information. Furnish such additional material information, if any, as may be necessary to make the required statements, in light of the circumstances under which they are made, not materially misleading. [64 FR 61443, Nov. 10, 1999, as amended at 76 FR 6044, Feb. 2, 2011] Sec. 229.1012 (Item 1012) The solicitation or recommendation.
(a) Solicitation or recommendation. State the nature of the solicitation or the recommendation. If this statement relates to a recommendation, state whether the filing person is advising holders of the subject securities to accept or reject the tender offer or to take other action with respect to the tender offer and, if so, describe the other action recommended. If the filing person is the subject company and is not making a recommendation, state whether the subject company is expressing no opinion and is remaining neutral toward the tender offer or is unable to take a position with respect to the tender offer.
(b) Reasons. State the reasons for the position (including the inability to take a position) stated in paragraph (a) of this section. Conclusory statements such as ``The tender offer is in the best interests of shareholders'' are not considered sufficient disclosure.
(c) Intent to tender. To the extent known by the filing person after making reasonable inquiry, state whether the filing person or any executive officer, director, affiliate or subsidiary of the filing person currently intends to tender, sell or hold the subject securities that are held of record or beneficially owned by that person.
(d) Intent to tender or vote in a going-private transaction. To the extent known by the filing person after making reasonable inquiry, state whether or not any executive officer, director or affiliate of the issuer (or any person specified in Instruction C to the schedule) currently intends to tender or sell subject securities owned or held by that person and/or how each person currently intends to vote subject securities, including any securities the person has proxy authority for. State the reasons for the intended action. Instruction to Item 1012(d): Provide the information required by this section if it is available to the filing person at the time the statement is initially filed with the Commission. If the information is not available, it must be filed with the Commission promptly, but in no event later than three business days after the date of the initial filing, and if material, disclosed in a manner reasonably designed to inform security holders.
(e) Recommendations of others. To the extent known by the filing person after making reasonable inquiry, state whether or not any person specified in paragraph (d) of this section has made a recommendation either in support of or opposed to the transaction and the reasons for the recommendation. Sec. 229.1013 (Item 1013) Purposes, alternatives, reasons and effectsin a going-private transaction.
(a) Purposes. State the purposes for the Rule 13e-3 transaction.
(b) Alternatives. If the subject company or affiliate considered alternative means to accomplish the stated purposes, briefly describe the alternatives and state the reasons for their rejection.
(c) Reasons. State the reasons for the structure of the Rule 13e-3 transaction and for undertaking the transaction at this time.
(d) Effects. Describe the effects of the Rule 13e-3 transaction on the subject company, its affiliates and unaffiliated security holders, including the federal tax consequences of the transaction. Instructions to Item 1013: 1. Conclusory statements will not be considered sufficient disclosure in response to this section.
2. The description required by paragraph (d) of this section must include a reasonably detailed discussion of both the benefits and detriments of the Rule 13e-3 transaction to the subject company, its affiliates and unaffiliated security holders. The benefits and detriments of the Rule 13e-3 transaction must be quantified to the extent practicable.
3. If this statement is filed by an affiliate of the subject company, the description required by paragraph (d) of this section must include, but not be limited to, the effect of the Rule 13e-3 transaction on the affiliate's interest in the net book value and net earnings of the subject company in terms of both dollar amounts and percentages. Sec. 229.1014 (Item 1014) Fairness of the going-private transaction.
(a) Fairness. State whether the subject company or affiliate filing the statement reasonably believes that the Rule 13e-3 transaction is fair or unfair to unaffiliated security holders. If any director dissented to or abstained from voting on the Rule 13e-3 transaction, identify the director, and indicate, if known, after making reasonable inquiry, the reasons for the dissent or abstention.
(b) Factors considered in determining fairness. Discuss in reasonable detail the material factors upon which the belief stated in paragraph (a) of this section is based and, to the extent practicable, the weight assigned to each factor. The discussion must include an analysis of the extent, if any, to which the filing person's beliefs are based on the factors described in Instruction 2 of this section, paragraphs (c), (d) and (e) of this section and Item 1015 of Regulation M-A (Sec. 229.1015).
(c) Approval of security holders. State whether or not the transaction is structured so that approval of at least a majority of unaffiliated security holders is required.
(d) Unaffiliated representative. State whether or not a majority of directors who are not employees of the subject company has retained an unaffiliated representative to act solely on behalf of unaffiliated security holders for purposes of negotiating the terms of the Rule 13e-3 transaction and/or preparing a report concerning the fairness of the transaction.
(e) Approval of directors. State whether or not the Rule 13e-3 transaction was approved by a majority of the directors of the subject company who are not employees of the subject company.
(f) Other offers. If any offer of the type described in paragraph (viii) of Instruction 2 to this section has been received, describe the offer and state the reasons for its rejection. Instructions to Item 1014: 1. A statement that the issuer or affiliate has no reasonable belief as to the fairness of the Rule 13e-3 transaction to unaffiliated security holders will not be considered sufficient disclosure in response to paragraph (a) of this section.
2. The factors that are important in determining the fairness of a transaction to unaffiliated security holders and the weight, if any, that should be given to them in a particular context will vary. Normally such factors will include, among others, those referred to in paragraphs (c), (d) and (e) of this section and whether the consideration offered to unaffiliated security holders constitutes fair value in relation to:
(i) Current market prices;
(ii) Historical market prices;
(iii) Net book value;
(iv) Going concern value;
(v) Liquidation value;
(vi) Purchase prices paid in previous purchases disclosed in response to Item 1002(f) of Regulation M-A (Sec. 229.1002(f));
(vii) Any report, opinion, or appraisal described in Item 1015 of Regulation M-A (Sec. 229.1015); and
(viii) Firm offers of which the subject company or affiliate is aware made by any unaffiliated person, other than the filing persons, during the past two years for:
(A) The merger or consolidation of the subject company with or into another company, or vice versa;
(B) The sale or other transfer of all or any substantial part of the assets of the subject company; or
(C) A purchase of the subject company's securities that would enable the holder to exercise control of the subject company.
3. Conclusory statements, such as ``The Rule 13e-3 transaction is fair to unaffiliated security holders in relation to net book value, going concern value and future prospects of the issuer'' will not be considered sufficient disclosure in response to paragraph (b) of this section. Sec. 229.1015 (Item 1015) Reports, opinions, appraisals and negotiations.
(a) Report, opinion or appraisal. State whether or not the subject company or affiliate has received any report, opinion (other than an opinion of counsel) or appraisal from an outside party that is materially related to the Rule 13e-3 transaction, including, but not limited to: Any report, opinion or appraisal relating to the consideration or the fairness of the consideration to be offered to security holders or the fairness of the transaction to the issuer or affiliate or to security holders who are not affiliates.
(b) Preparer and summary of the report, opinion or appraisal. For each report, opinion or appraisal described in response to paragraph (a) of this section or any negotiation or report described in response to Item 1014(d) of Regulation M-A (Sec. 229.1014) or Item 14(b)(6) of Schedule 14A (Sec. 240.14a-101 of this chapter) concerning the terms of the transaction:
(1) Identify the outside party and/or unaffiliated representative;
(2) Briefly describe the qualifications of the outside party and/or unaffiliated representative;
(3) Describe the method of selection of the outside party and/or unaffiliated representative;
(4) Describe any material relationship that existed during the past two years or is mutually understood to be contemplated and any compensation received or to be received as a result of the relationship between:
(i) The outside party, its affiliates, and/or unaffiliated representative; and
(ii) The subject company or its affiliates;
(5) If the report, opinion or appraisal relates to the fairness of the consideration, state whether the subject company or affiliate determined the amount of consideration to be paid or whether the outside party recommended the amount of consideration to be paid; and
(6) Furnish a summary concerning the negotiation, report, opinion or appraisal. The summary must include, but need not be limited to, the procedures followed; the findings and recommendations; the bases for and methods of arriving at such findings and recommendations; instructions received from the subject company or affiliate; and any limitation imposed by the subject company or affiliate on the scope of the investigation. Instruction to Item 1015(b): The information called for by paragraphs (b)(1), (2) and (3) of this section must be given with respect to the firm that provides the report, opinion or appraisal rather than the employees of the firm that prepared the report.
(c) Availability of documents. Furnish a statement to the effect that the report, opinion or appraisal will be made available for inspection and copying at the principal executive offices of the subject company or affiliate during its regular business hours by any interested equity security holder of the subject company or representative who has been so designated in writing. This statement also may provide that a copy of the report, opinion or appraisal will be transmitted by the subject company or affiliate to any interested equity security holder of the subject company or representative who has been so designated in writing upon written request and at the expense of the requesting security holder. Sec. 229.1016 (Item 1016) Exhibits.
File as an exhibit to the schedule:
(a) Any disclosure materials furnished to security holders by or on behalf of the filing person, including:
(1) Tender offer materials (including transmittal letter);
(2) Solicitation or recommendation (including those referred to in Item 1012 of Regulation M-A (Sec. 229.1012));
(3) Going-private disclosure document;
(4) Prospectus used in connection with an exchange offer where securities are registered under the Securities Act of 1933; and
(5) Any other disclosure materials;
(b) Any loan agreement referred to in response to Item 1007(d) of Regulation M-A (Sec. 229.1007(d)); Instruction to Item 1016(b): If the filing relates to a third-party tender offer and a request is made under Item 1007(d) of Regulation M-A (Sec. 229.1007(d)), the identity of the bank providing financing may be omitted from the loan agreement filed as an exhibit.
(c) Any report, opinion or appraisal referred to in response to Item 1014(d) or Item 1015 of Regulation M-A (Sec. 229.1014(d) or Sec. 229.1015);
(d) Any document setting forth the terms of any agreement, arrangement, understanding or relationship referred to in response to Item 1005(e) or Item 1011(a)(1) of Regulation M-A (Sec. 229.1005(e) or Sec. 229.1011(a)(1));
(e) Any agreement, arrangement or understanding referred to in response to Sec. 229.1005(d), or the pertinent portions of any proxy statement, report or other communication containing the disclosure required by Item 1005(d) of Regulation M-A (Sec. 229.1005(d));
(f) A detailed statement describing security holders' appraisal rights and the procedures for exercising those appraisal rights referred to in response to Item 1004(d) of Regulation M-A (Sec. 229.1004(d));
(g) Any written instruction, form or other material that is furnished to persons making an oral solicitation or recommendation by or on behalf of the filing person for their use directly or indirectly in connection with the transaction; and
(h) Any written opinion prepared by legal counsel at the filing person's request and communicated to the filing person pertaining to the tax consequences of the transaction.
Exhibit Table to Item 1016 of Regulation M-A------------------------------------------------------------------------
13E-3 TO 14D-9------------------------------------------------------------------------Disclosure Material........... X X XLoan Agreement................ X X ............Report, Opinion or Appraisal.. XContracts, Arrangements or X X X
Understandings...............Statement re: Appraisal Rights XOral Solicitation Materials... X X XTax Opinion ............ X ............------------------------------------------------------------------------
Subpart 229.1100_Asset-Backed Securities (Regulation AB)
Source: 70 FR 1597, Jan. 7, 2005, unless otherwise noted. Sec. 229.1100 (Item 1100) General.
(a) Application of Regulation AB. Regulation AB (Sec. Sec. 229.1100 through 229.1123) is the source of various disclosure items and requirements for ``asset-backed securities'' filings under the Securities Act of 1933 (15 U.S.C. 77a et seq.) (the ``Securities Act'') and the Securities Exchange Act of 1934 (the ``Exchange Act'') (15 U.S.C. 78a et seq.). Unless otherwise specified, definitions to be used in this Regulation AB, including the definition of ``asset-backed security,'' are set forth in Item 1101.
(b) Presentation of historical delinquency and loss information. Several Items in Regulation AB call for the presentation of historical information and data on delinquencies and loss information. In providing such information:
(1) Present delinquency experience in 30 or 31 day increments, as applicable, beginning at least with assets that are 30 or 31 days delinquent, as applicable, through the point that assets are written off or charged off as uncollectible. At a minimum, present such information by number of accounts and dollar amount. Present statistical information in a tabular or graphical format, if such presentation will aid understanding.
(2) Disclose the total amount of delinquent assets as a percentage of the aggregate asset pool.
(3) Present loss and cumulative loss information, as applicable, regarding charge-offs, charge-off rate, gross losses, recoveries and net losses (with a description of how these terms are defined), the number and amount of assets experiencing a loss and the number and amount of assets with a recovery, the ratio of aggregate net losses to average portfolio balance and the average of net loss on all assets that have experienced a net loss.
(4) Categorize all delinquency and loss information by pool asset type.
(5) In a registration statement under the Securities Act or the Exchange Act or in a prospectus to be filed pursuant to Sec. 230.424, describe how delinquencies, charge-offs and uncollectible accounts are defined or determined, addressing the effect of any grace period, re-aging, restructure, partial payments considered current or other practices on delinquency and loss experience.
(6) Describe any other material information regarding delinquencies and losses particular to the pool asset type(s), such as repossession information, foreclosure information and real estate owned (REO) or similar information.
(c) Presentation of certain third party information. If information of a third party is required in a filing by Item 1112(b) of this Regulation AB (Information regarding significant obligors) (Sec. 229.1112(b)), Items 1114(b)(2) or 1115(b) of this Regulation AB (Information regarding significant provider of enhancement or other support) (Sec. 229.1114(b)(2) or (Sec. 229.1115(b)), or Item 1125 of this Regulation AB (Asset-level information) (Sec. 229.1125) such information, in lieu of including such information, may be provided as follows:
(1) Incorporation by reference. If the following conditions are met, you may incorporate by reference (by means of a statement to that effect) the reports filed by the third party (or the entity that consolidates the third party) pursuant to section 13(a) or 15(d) of the Exchange Act (15 U.S.C. 78m(a) or 78o(d)):
(i) Such third party or the entity that consolidates the third party is required to file reports with the Commission pursuant to section 13(a) or 15(d) of the Exchange Act.
(ii) Such third party or the entity that consolidates the third party has filed all reports and other materials required to be filed by such requirements during the preceding 12 months (or such shorter period that such party was required to file such reports and materials).
(iii) The reports filed by such third party, or entity that consolidates the third party, include (or properly incorporate by reference) the financial statements of such third party.
(iv) If incorporated by reference into a prospectus or registration statement, the prospectus also states that all documents subsequently filed by such third party, or the entity that consolidates the third party, pursuant to section 13(a) or 15(d) of the Exchange Act prior to the termination of the offering also shall be deemed to be incorporated by reference into the prospectus. Instructions to Item 1100(c)(1): 1. In addition to the conditions in paragraph (c)(1) of this section, any information incorporated by reference must comply with all applicable Commission rules pertaining to incorporation by reference, such as Item 10(d) of Regulation S-K (Sec. 229.10(d)), Rule 303 of Regulation S-T (Sec. 232.303 of this chapter), Rule 411 of Regulation C (Sec. 230.411 of this chapter), and Rules 12b-23 and 12b-32 under the Exchange Act (Sec. Sec. 240.12b-23 and 240.12b-32 of this chapter).
2. In addition, any applicable requirements under the Securities Act or the rules and regulations of the Commission regarding the filing of a written consent for the use of incorporated material apply to the material incorporated by reference. See, for example, Sec. 230.439 of this chapter.
3. Any undertakings set forth in Item 512 of Regulation S-K (Sec. 229.512) apply to any material incorporated by reference in a registration statement or prospectus.
4. If neither the third party nor any of its affiliates has had a direct or indirect agreement, arrangement, relationship or understanding, written or otherwise, relating to the ABS transaction, and neither the third party nor any of its affiliates is an affiliate of the sponsor, depositor, issuing entity or underwriter of the ABS transaction, then paragraph (c)(1)(ii) of this section is qualified by the knowledge of the registrant.
5. If you are relying on paragraph (c)(1) of this section to provide information required by Item 1112 of this Regulation AB regarding a significant obligor that is an asset-backed issuer and the pool assets relating to such significant obligor are asset-backed securities, then for purposes of paragraph (c)(1)(iii) of this section, the term ``financial statements'' means the information required by Instruction 3 of Item 1112 of this Regulation AB. Such information required by Instruction 3.a. of Item 1112 of this Regulation AB may be incorporated by reference from a prospectus that contains such information and is included in an effective Securities Act registration statement or filed pursuant to Sec. 230.424 of this chapter.
(2) Reference information for significant obligors. If the third party information relates to a significant obligor and the following conditions are met, you may include a reference to the third party's periodic reports (or the third party's parent with respect to paragraph (c)(2)(ii)(C) of this section) under section 13(a) or 15(d) of the Exchange Act (15 U.S.C. 78m(a) or 78o(d)) that are on file with the Commission (or otherwise publicly available with respect to paragraph (c)(2)(ii)(F) of this section), along with a statement of how those reports may be accessed, including the third party's name and Commission file number, if applicable (See, e.g., Item 1118 of this Regulation AB):
(i) Neither the third party nor any of its affiliates has had a direct or indirect agreement, arrangement, relationship or understanding, written or otherwise, relating to the asset-backed securities transaction, and neither the third party nor any of its affiliates is an affiliate of the sponsor, depositor, issuing entity or underwriter of the asset-backed securities transaction.
(ii) To the knowledge of the registrant, any of the following is true:
(A) The third party is eligible to use Form S-3 or F-3 (Sec. 239.13 or 239.33 of this chapter) for a primary offering of non-investment grade securities pursuant to General Instruction I.B.1 of such forms.
(B) The third party meets the requirements of General Instruction I.A. of Form S-3 or General Instructions 1.A.1, 2, 3, 4 and 6 of Form F-3 and the pool assets relating to such third party are non-convertible investment grade securities, as described in General Instruction 1.B.2 of Form S-3 or Form F-3.
(C) If the third party does not meet the conditions of paragraph (c)(2)(ii)(A) or (c)(2)(ii)(B) of this section and the pool assets relating to the third party are fully and unconditionally guaranteed by a direct or indirect parent of the third party, General Instruction I.C.3 of Form S-3 or General Instruction I.A.5(iii) of Form F-3 is met with respect to the pool assets relating to such third party and the requirements of Rule 3-10 of Regulation S-X (Sec. 210.3-10 of this chapter) are satisfied regarding the information in the reports to be referenced.
(D) If the pool assets relating to the third party are guaranteed by a wholly owned subsidiary of the third party and the subsidiary does not meet the conditions of paragraph (c)(2)(ii)(A) or (c)(2)(ii)(B) of this section, the criteria in either paragraph (c)(2)(ii)(A) or paragraph (c)(2)(ii)(B) of this section are met with respect to the third party and the requirements of Rule 3-10 of Regulation S-X (Sec. 210.3-10 of this chapter) are satisfied regarding the information in the reports to be referenced.
(E) The pool assets relating to such third party are asset-backed securities and the third party is filing reports pursuant to section 12 or 15(d) of the Exchange Act (15 U.S.C. 78l or 78o(d)) and has filed all the material that would be required to be filed pursuant to section 13, 14 or 15(d) of the Exchange Act (15 U.S.C. 78m, 78n or 78o(d)) for a period of at least twelve calendar months and any portion of a month immediately preceding the filing referencing the third party's reports (or such shorter period that such third party was required to file such materials).
(F) The third party is a U.S. government-sponsored enterprise, has outstanding securities held by non-affiliates with an aggregate market value of $75 million or more, and makes information publicly available on an annual and quarterly basis, including audited financial statements prepared in accordance with generally accepted accounting principles covering the same periods that would be required for audited financial statements under Regulation S-X (Sec. Sec. 210.1-01 through 210.12-29 of this chapter) and non-financial information consistent with that required by Regulation S-K (Sec. Sec. 229.10 through 229.1123). Instruction to Item 1100(c)(2): If you are relying on paragraph (c)(2)(ii)(E) of this section because the pool assets relating to such third party are asset-backed securities, then for purposes of a registration statement under the Securities Act or the Exchange Act or a prospectus to be filed pursuant to Sec. 230.424 for your securities, you also must include a reference (including Commission reporting number and filing date) to the prospectus for the third party asset-backed securities that:
(a) Is either included in an effective Securities Act registration statement or filed pursuant to Sec. 230.424 of this chapter; and
(b) Contains the information required by Instruction 3.a. of Item 1112 of this Regulation AB.
(d) Other participants to the transaction and pool assets representing interests in certain other asset pools. (1) If the asset-backed securities transaction involves additional or intermediate parties not specifically identified in this Regulation AB, the disclosure required by this Regulation AB includes information to the extent material regarding any such party and its role, function and experience in relation to the asset-backed securities and the asset pool. Describe the material terms of any agreement with such party regarding the transaction, and file such agreement as an exhibit.
(1) If the asset-backed securities transaction involves additional or intermediate parties not specifically identified in this Regulation AB, the disclosure required by this Regulation AB includes information to the extent material regarding any such party and its role, function and experience in relation to the asset-backed securities and the asset pool. Describe the material terms of any agreement with such party regarding the transaction, and file such agreement as an exhibit.
(2) If the asset pool backing the asset-backed securities includes one or more pool assets representing an interest in or the right to the payments or cash flows of another asset pool, then for purposes of this Regulation AB and Sec. Sec. 240.13a-18 and 240.15d-18 of this chapter, references to the asset pool and the pool assets of the issuing entity also include the other asset pool and its pool assets if the following conditions are met:
(i) Both the issuing entity for the asset-backed securities and the entity issuing the pool asset to be included in the issuing entity's asset pool were established under the direction of the same sponsor or depositor.
(ii) The pool asset was created solely to satisfy legal requirements or otherwise facilitate the structuring of the asset-backed securities transaction. Instruction to Item 1100(d)(2). Reference to the underlying asset pool includes, without limitation, compliance with applicable servicing criteria referenced in Sec. Sec. 240.13a-18 and 240.15d-18 of this chapter and the servicer compliance statement required by Item 1123 of this Regulation AB. In addition, provide clear and concise disclosure, including by flow chart or other illustration, of the transaction and the various parties involved.
(e) Foreign asset-backed securities. If the asset-backed securities are issued by a foreign issuer (as defined in Sec. 230.405 of this chapter), backed by pool assets that are foreign assets, or affected by enhancement or support contemplated by Items 1114 or 1115 of this Regulation AB provided by a foreign entity, then in providing the disclosure required by this Regulation AB (including, but not limited to, Items 1104 and 1110 of this Regulation AB regarding origination and securitization practices, Item 1107 of this Regulation AB regarding the sale or transfer of the pool assets, bankruptcy remoteness and collateral protection, Item 1108 of this Regulation AB regarding servicing, Item 1109 of this Regulation AB regarding the rights, duties and responsibilities of the trustee, Item 1111 of this Regulation AB regarding the terms, nature and treatment of the pool assets and Items 1114 or 1115 of this Regulation AB, as applicable, regarding the enhancement provider), the filing must describe any pertinent governmental, legal or regulatory or administrative matters and any pertinent tax matters, exchange controls, currency restrictions or other economic, fiscal, monetary or potential factors in the applicable home jurisdiction that could materially affect payments on, the performance of, or other matters relating to, the assets contained in the pool or the asset-backed securities. See also Instruction 2 to Item 202 of Regulation S-K (Sec. 229.202). In addition, in a registration statement under the Securities Act, provide the information required by Item 101(g) of Regulation S-K (Sec. 229.101(g)). Disclosure also is required in Forms 10-D (Sec. 249.312 of this chapter) and 10-K (Sec. 249.310 of this chapter) with respect to the asset-backed securities regarding any material impact caused by foreign legal and regulatory developments during the period covered by the report which have not been previously described in a Form 10-D, 10-K or 8-K (Sec. 249.308 of this chapter) filed under the Exchange Act.
(f) Filing of required exhibits. Where agreements or other documents in this Regulation AB (Sec. Sec. 229.1100 through 229.1125) are specified to be filed as exhibits to a Securities Act registration statement, such agreements or other documents, if applicable, may be incorporated by reference as an exhibit to the registration statement, such as by filing a Form 8-K (Sec. 249.308 of this chapter) in the case of offerings registered on Form SF-3 (Sec. 239.45 of this chapter). Final agreements must be filed and made part of the registration statement no later than the date the final prospectus is required to be filed under Sec. 230.424 of this chapter. [70 FR 1597, Jan. 7, 2005, as amended at 70 FR 72373, Dec. 5, 2005; 79 FR 57313, Sept. 24, 2014; 80 FR 6652, Feb. 6, 2015] Sec. 229.1101 (Item 1101) Definitions.
The following definitions apply to the terms used in Regulation AB (Sec. Sec. 229.1100 through 229.1123), unless specified otherwise:
(a) ABS informational and computational material means a written communication consisting solely of one or some combination of the following:
(1) Factual information regarding the asset-backed securities being offered and the structure and basic parameters of the securities, such as the number of classes, seniority, payment priorities, terms of payment, the tax, Employment Retirement Income Security Act of 1974, as amended, (29 U.S.C. 1001 et seq.) (``ERISA'') or other legal conclusions of counsel, and descriptive information relating to each class (e.g., principal amount, coupon, minimum denomination, anticipated price, yield, weighted average life, credit enhancements, anticipated ratings, and other similar information relating to the proposed structure of the offering);
(2) Factual information regarding the pool assets underlying the asset-backed securities, including origination, acquisition and pool selection criteria, information regarding any prefunding or revolving period applicable to the offering, information regarding significant obligors, data regarding the contractual and related characteristics of the underlying pool assets (e.g., weighted average coupon, weighted average maturity, delinquency and loss information and geographic distribution) and other factual information concerning the parameters of the asset pool appropriate to the nature of the underlying assets, such as the type of assets comprising the pool and the programs under which the loans were originated;
(3) Identification of key parties to the transaction, such as servicers, trustees, depositors, sponsors, originators and providers of credit enhancement or other support, including a brief description of each such party's roles, responsibilities, background and experience;
(4) Static pool data, as referenced in Item 1105 of this Regulation AB, such as for the sponsor's and/or servicer's portfolio, prior transactions or the asset pool itself;
(5) Statistical information displaying for a particular class of asset-backed securities the yield, average life, expected maturity, interest rate sensitivity, cash flow characteristics, total rate of return, option adjusted spread or other financial or statistical information relating to the class or classes under specified prepayment, interest rate, loss or other hypothetical scenarios. Examples of such information under the definition include:
(i) Statistical results of interest rate sensitivity analyses regarding the impact on yield or other financial characteristics of a class of securities from changes in interest rates at one or more assumed prepayment speeds;
(ii) Statistical information showing the cash flows that would be associated with a particular class of asset-backed securities at a specified prepayment speed; and
(iii) Statistical information reflecting the financial impact of losses based on a variety of loss or default experience, prepayment, interest rate and related assumptions.
(6) The names of underwriters participating in the offering of the securities, and their additional roles, if any, within the underwriting syndicate;
(7) The anticipated schedule for the offering (including the approximate date upon which the proposed sale to the public will begin) and a description of marketing events (including the dates, times, locations, and procedures for attending or otherwise accessing them); and
(8) A description of the procedures by which the underwriters will conduct the offering and the procedures for transactions in connection with the offering with an underwriter or participating dealer (including procedures regarding account-opening and submitting indications of interest and conditional offers to buy).
(b) Asset-backed issuer means an issuer whose reporting obligation results from either the registration of an offering of asset-backed securities under the Securities Act, or the registration of a class of asset-backed securities under section 12 of the Exchange Act (15 U.S.C. 78l).
(c)(1) Asset-backed security means a security that is primarily serviced by the cash flows of a discrete pool of receivables or other financial assets, either fixed or revolving, that by their terms convert into cash within a finite time period, plus any rights or other assets designed to assure the servicing or timely distributions of proceeds to the security holders; provided that in the case of financial assets that are leases, those assets may convert to cash partially by the cash proceeds from the disposition of the physical property underlying such leases.
(1) Asset-backed security means a security that is primarily serviced by the cash flows of a discrete pool of receivables or other financial assets, either fixed or revolving, that by their terms convert into cash within a finite time period, plus any rights or other assets designed to assure the servicing or timely distributions of proceeds to the security holders; provided that in the case of financial assets that are leases, those assets may convert to cash partially by the cash proceeds from the disposition of the physical property underlying such leases.
(2) The following additional conditions apply in order to be considered an asset-backed security:
(i) Neither the depositor nor the issuing entity is an investment company under the Investment Company Act of 1940 (15 U.S.C. 80a-1 et seq.) nor will become an investment company as a result of the asset-backed securities transaction.
(ii) The activities of the issuing entity for the asset-backed securities are limited to passively owning or holding the pool of assets, issuing the asset-backed securities supported or serviced by those assets, and other activities reasonably incidental thereto.
(iii) No non-performing assets are part of the asset pool as of the measurement date.
(iv) Delinquent assets do not constitute 50% or more, as measured by dollar volume, of the asset pool as of the measurement date.
(v) With respect to securities that are backed by leases, the portion of the securitized pool balance attributable to the residual value of the physical property underlying the leases, as determined in accordance with the transaction agreements for the securities, does not constitute:
(A) For motor vehicle leases, 65% or more, as measured by dollar volume, of the securitized pool balance as of the measurement date.
(B) For all other leases, 50% or more, as measured by dollar volume, of the securitized pool balance as of the measurement date.
(3) Notwithstanding the requirement in paragraph (c)(1) of this section that the asset pool be a discrete pool of assets, the following are considered to be a discrete pool of assets for purposes of being considered an asset-backed security:
(i) Master trusts. The offering related to the securities contemplates adding additional assets to the pool that backs such securities in connection with future issuances of asset-backed securities backed by such pool. The offering related to the securities also may contemplate additions to the asset pool, to the extent consistent with paragraphs (c)(3)(ii) and (c)(3)(iii) of this section, in connection with maintaining minimum pool balances in accordance with the transaction agreements for master trusts with revolving periods or receivables or other financial assets that arise under revolving accounts.
(ii) Prefunding periods. The offering related to the securities contemplates a prefunding account where a portion of the proceeds of that offering is to be used for the future acquisition of additional pool assets, if the duration of the prefunding period does not extend for more than one year from the date of issuance of the securities and the portion of the proceeds for such prefunding account does not involve in excess of:
(A) For master trusts, 25% of the aggregate principal balance of the total asset pool whose cash flows support the securities; and
(B) For other offerings, 25% of the proceeds of the offering.
(iii) Revolving periods. The offering related to the securities contemplates a revolving period where cash flows from the pool assets may be used to acquire additional pool assets, provided, that, for securities backed by receivables or other financial assets that do not arise under revolving accounts, the revolving period does not extend for more than three years from the date of issuance of the securities and the additional pool assets are of the same general character as the original pool assets. Instructions to Item 1101(c). 1. For purposes of determining non-performing, delinquency and residual value thresholds, the ``measurement date'' means either:
a. The designated cut-off date for the transaction (i.e., the date on and after which collections on the pool assets accrue for the benefit of asset-backed security holders), if applicable; or
b. In the case of master trusts, the date as of which delinquency and loss information or securitized pool balance information, as applicable, is presented in the prospectus for the asset-backed securities to be filed pursuant to Sec. 230.424(b) of this chapter.
2. Non-performing and delinquent assets that are not funded or purchased by proceeds from the securities and that are not considered in cash flow calculations for the securities need not be considered as part of the asset pool for purposes of determining non-performing and delinquency thresholds.
3. For purposes of determining non-performing, delinquency and residual value thresholds for master trusts, calculations are to be measured against the total asset pool whose cash flows support the securities.
4. For purposes of determining residual value thresholds, residual values need not be included in measuring against the thresholds to the extent a separate party is obligated for such amounts (e.g., through a residual value guarantee, residual value insurance or where the lessee is obligated to cover any residual losses).
(d) Delinquent, for purposes of determining if a pool asset is delinquent, means if a pool asset is more than 30 or 31 days or a single payment cycle, as applicable, past due from the contractual due date, as determined in accordance with any of the following:
(1) The transaction agreements for the asset-backed securities;
(2) The delinquency recognition policies of the sponsor, any affiliate of the sponsor that originated the pool asset or the servicer of the pool asset; or
(3) The delinquency recognition policies applicable to such pool asset established by the primary safety and soundness regulator of any entity listed in paragraph (d)(2) of this section or the program or regulatory entity that oversees the program under which the pool asset was originated.
(e) Depositor means the depositor who receives or purchases and transfers or sells the pool assets to the issuing entity. For asset-backed securities transactions where there is not an intermediate transfer of the assets from the sponsor to the issuing entity, the term depositor refers to the sponsor. For asset-backed securities transactions where the person transferring or selling the pool assets is itself a trust, the depositor of the issuing entity is the depositor of that trust.
(f) Issuing entity means the trust or other entity created at the direction of the sponsor or depositor that owns or holds the pool assets and in whose name the asset-backed securities supported or serviced by the pool assets are issued.
(g) Non-performing, for purposes of determining if a pool asset is non-performing, means a pool asset if any of the following is true:
(1) The pool asset would be treated as wholly or partially charged-off under the requirements in the transaction agreements for the asset-backed securities;
(2) The pool asset would be treated as wholly or partially charged-off under the charge-off policies of the sponsor, an affiliate of the sponsor that originates the pool asset or a servicer that services the pool asset; or
(3) The pool asset would be treated as wholly or partially charged-off under the charge-off policies applicable to such pool asset established by the primary safety and soundness regulator of any entity listed in paragraph (g)(2) of this section or the program or regulatory entity that oversees the program under which the pool asset was originated.
(h) NRSRO has the same meaning as the term ``nationally recognized statistical rating organization'' as used in Sec. 240.15c3-1(c)(2)(vi)(F) of this chapter.
(i) Obligor means any person who is directly or indirectly committed by contract or other arrangement to make payments on all or part of the obligations on a pool asset.
(j) Servicer means any person responsible for the management or collection of the pool assets or making allocations or distributions to holders of the asset-backed securities. The term servicer does not include a trustee for the issuing entity or the asset-backed securities that makes allocations or distributions to holders of the asset-backed securities if the trustee receives such allocations or distributions from a servicer and the trustee does not otherwise perform the functions of a servicer.
(k) Significant obligor means any of the following:
(1) An obligor or a group of affiliated obligors on any pool asset or group of pool assets if such pool asset or group of pool assets represents 10% or more of the asset pool.
(2) A single property or group of related properties securing a pool asset or a group of pool assets if such pool asset or group of pool assets represents 10% or more of the asset pool.
(3) A lessee or group of affiliated lessees if the related lease or group of leases represents 10% or more of the asset pool. Instructions to Item 1101(k): 1. Regarding paragraph (k)(3) of this section, the calculation must focus on the leases whose cash flow supports the asset-backed securities directly or indirectly (including the residual value of the physical property underlying the leases if a portion of the securitized pool balance is attributable to the residual value of such property), regardless of whether the asset pool contains the leases themselves, mortgages on properties that are the subject of the leases or other assets related to the leases.
2. If separate pool assets, or properties underlying pool assets, are cross-defaulted and/or cross-collateralized, such pool assets are to be aggregated and considered together in determining concentration levels.
3. If the pool asset is a mortgage or lease relating to real estate, the pool asset is non-recourse to the obligor, and the obligor does not manage the property or does not own other assets and has no other operations, then the obligor need not be considered a separate significant obligor from the real estate. Otherwise, the obligor is a separate significant obligor.
4. The determination of significant obligors is to be made as of the designated cut-off date for the transaction (i.e., the date on and after which collections on the pool assets accrue for the benefit of asset-backed security holders), provided, that, in the case of master trusts, the determination is to be made as of the cut-off date (or issuance date if there is not a cut-off date) for each issuance of asset-backed securities backed by the same asset pool. In addition, if disclosure is required pursuant to either Item 6.05 of Form 8-K (17 CFR 249.308) or in a Form 10-D (17 CFR 249.312) pursuant to Item 1121(b) of this Regulation AB, the determination of significant obligors is to be made against the asset pool described in such report. However, if the percentage concentration regarding an obligor falls below 10% subsequent to the determination dates discussed in this Instruction, the obligor no longer need be considered a significant obligor.
(l) Sponsor means the person who organizes and initiates an asset-backed securities transaction by selling or transferring assets, either directly or indirectly, including through an affiliate, to the issuing entity.
(m) Asset representations reviewer means any person appointed to review the underlying assets for compliance with the representations and warranties on the underlying pool assets and is not affiliated with any sponsor, depositor, servicer, or trustee of the transaction, or any of their affiliates. The asset representations reviewer shall not be the party to determine whether noncompliance with representations or warranties constitutes a breach of any contractual provision. The asset representations reviewer also shall not be the same party or an affiliate of any party hired by the sponsor or underwriter to perform pre-closing due diligence work on the pool assets. [70 FR 1597, Jan. 7, 2005, as amended at 79 FR 57313, Sept. 24, 2014] Sec. 229.1102 (Item 1102) Forepart of registration statement and outsidecover page of the prospectus.
In addition to the information required by Item 501 of Regulation S-K (Sec. 229.501), provide the following information on the outside front cover page of the prospectus. Present information regarding multiple classes in tables if doing so will aid understanding. If information regarding multiple classes cannot appear on the cover page due to space limitations, include the information in the summary or in an immediately preceding separate table.
(a) Identify the sponsor, the depositor and the issuing entity (if known). Such identifying information should include a Central Index Key number for the depositor and the issuing entity, and if applicable, the sponsor.
(b) In identifying the title of the securities, include the series number, if applicable. If there is more than one class of securities offered, state the class designations of the securities offered.
(c) Identify the asset type(s) being securitized.
(d) Include a statement, if applicable and appropriately modified to the transaction, that the securities represent the obligations of the issuing entity only and do not represent the obligations of or interest in the sponsor, depositor or any of their affiliates.
(e) Identify the aggregate principal amount of all securities offered and the principal amount, if any, of each class of securities offered. If a class has no principal amount, disclose that fact, and, if applicable, state the notional amount, clearly identifying that the amount is a notional one. If the amounts are approximate, disclose that fact.
(f) Indicate the interest rate or specified rate of return of each class of security offered. If a class of securities does not bear interest or a specified return, disclose that fact. If the rate is based on a formula or is calculated in reference to a generally recognized interest rate index, such as a U.S. Treasury securities index, either provide the formula on the cover, or indicate that the rate is variable, indicate the index upon which the rate is based and indicate that further disclosure of how the rate is determined is included in the transaction summary.
(g) Identify the distribution frequency, by class or series where applicable, and the first expected distribution date for the asset-backed securities.
(h) Briefly describe any credit enhancement or other support for the transaction and identify any enhancement or support provider referenced in Items 1114(b) or 1115 of this Regulation AB. Instruction to Item 1102: Also see Item 1113(f)(2) of this Regulation AB regarding the title of any class of securities with an optional redemption or termination feature that may be exercised when 25% or more of the original principal balance of the pool assets are still outstanding. [70 FR 1597, Jan. 7, 2005, as amended at 79 FR 57313, Sept. 24, 2014] Sec. 229.1103 (Item 1103) Transaction summary and risk factors.
(a) Prospectus summary. In providing the information required by Item 503(a) of Regulation S-K (Sec. 229.503(a)), provide the following information in the prospectus summary, as applicable. Present information regarding multiple classes in tables if doing so will aid understanding. Consider using diagrams to illustrate the relationships among the parties, the structure of the securities offered (including, for example, the flow of funds or any subordination features) and any other material features of the transaction.
(1) Identify the participants in the transaction, including the sponsor, depositor, issuing entity, trustee and servicers contemplated by Item 1108(a)(2) of this Regulation AB, and their respective roles. Describe the roles briefly if they are not apparent from the title of the role. Identify any originator contemplated by Item 1110 of this Regulation AB and any significant obligor.
(2) Briefly identify the pool assets and summarize briefly the size and material characteristics of the asset pool. Identify the cut-off date or similar date for establishing the composition of the asset pool, if applicable.
Instruction to Item 1103(a)(2). What is required is summary disclosure tailored to the particular asset pool backing the asset- backed securities. While the material characteristics will vary depending on the nature of the pool assets, summary disclosure may include, among other things, statistical information of: The types of underwriting or origination programs, exceptions to underwriting or origination criteria and, if applicable, modifications made to the pool assets after origination. Include a cross-reference in the prospectus summary to the more detailed statistical information found in the prospectus.
(3) State briefly the basic terms of each class of securities offered. In particular:
(i) Identify the classes offered by the prospectus and any classes issued in the same transaction or residual or equity interests in the transaction that are not being offered by the prospectus.
(ii) State the interest rate or rate of return on each class of securities offered, to the extent that the rates on any class of securities were not disclosed in full on the prospectus cover page.
(iii) State the expected final and final scheduled maturity or principal distribution dates, if applicable, of each class of securities offered.
(iv) Identify the denominations in which the securities may be issued.
(v) Identify the distribution frequency on the securities.
(vi) Summarize the flow of funds, payment priorities and allocations among the classes of securities offered, the classes of securities that are not offered, and fees and expenses, to the extent necessary to understand the payment characteristics of the classes that are offered by the prospectus.
(vii) Identify any events in the transaction agreements that can trigger liquidation or amortization of the asset pool or other performance triggers that would alter the transaction structure or the flow of funds.
(viii) Identify any optional or mandatory redemption or termination features.
(ix) Identify any credit enhancement or other support for the transaction, as referenced in Items 1114(a) and 1115 of this Regulation AB, and briefly describe what protection or support is provided by the enhancement. Identify any enhancement provider referenced in Items 1114(b) and 1115 of this Regulation AB. Summarize how losses not covered by credit enhancement or support will be allocated to the securities.
(4) Identify any outstanding series or classes of securities that are backed by the same asset pool or otherwise have claims on the pool assets. In addition, state if additional series or classes of securities may be issued that are backed by the same asset pool and briefly identify the circumstances under which those additional securities may be issued. Specify if security holder approval is necessary for such issuances and if security holders will receive notice of such issuances.
(5) If the transaction will include prefunding or revolving periods, indicate:
(i) The term or duration of the prefunding or revolving period.
(ii) For prefunding periods, the amount of proceeds to be deposited in the prefunding account.
(iii) For revolving periods, the maximum amount of additional assets that may be acquired during the revolving period, if applicable.
(iv) The percentage of the asset pool and any class or series of the asset-backed securities represented by the prefunding account or the revolving period, if applicable.
(v) Any limitation on the ability to add pool assets.
(vi) The requirements for assets that may be added to the pool.
(6) If pool assets can otherwise be added, removed or substituted (for example, in the event of a breach in representations or warranties regarding pool assets), summarize briefly the circumstances under which such actions can occur.
(7) Summarize the amount or formula for calculating the fee that the servicer will receive for performing its duties, and identify from what source those fees will be paid and the distribution priority of those fees.
(8) Summarize the federal income tax issues material to investors of each class of securities offered.
(9) Indicate whether the issuance or sale of any class of offered securities is conditioned on the assignment of a rating by one or more rating agencies. If so, identify each rating agency and the minimum rating that must be assigned.
(b) Risk factors. In providing the information required by Item 503(c) of Regulation S-K (Sec. 229.503(c)), identify any risks that may be different for investors in any offered class of asset-backed securities, and if so, identify such classes and describe such difference(s). [70 FR 1597, Jan. 7, 2005, as amended at 79 FR 57313, Sept. 24, 2014] Sec. 229.1104 (Item 1104) Sponsors.
Provide the following information about the sponsor:
(a) State the sponsor's name and describe the sponsor's form of organization.
(b) Describe the general character of the sponsor's business.
(c) Describe the sponsor's securitization program and state how long the sponsor has been engaged in the securitization of assets. The description must include, to the extent material, a general discussion of the sponsor's experience in securitizing assets of any type as well as a more detailed discussion of the sponsor's experience in and overall procedures for originating or acquiring and securitizing assets of the type included in the current transaction. Include to the extent material information regarding the size, composition and growth of the sponsor's portfolio of assets of the type to be securitized and information or factors related to the sponsor that may be material to an analysis of the origination or performance of the pool assets, such as whether any prior securitizations organized by the sponsor have defaulted or experienced an early amortization triggering event.
(d) Describe the sponsor's material roles and responsibilities in its securitization program, including whether the sponsor or an affiliate is responsible for originating, acquiring, pooling or servicing the pool assets, and the sponsor's participation in structuring the transaction.
(e) Repurchases and replacements. (1) If the underlying transaction agreements provide a covenant to repurchase or replace an underlying asset for breach of a representation or warranty, provide in the body of the prospectus for the prior three years, the information required by Rule 15Ga-1(a) (17 CFR 240.15Ga-1(a)) concerning all assets securitized by the sponsor that were the subject of a demand to repurchase or replace for breach of the representations and warranties concerning the pool assets for all asset-backed securities (as that term is defined in Section 3(a)(79) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(79)) where the underlying transaction agreements included a covenant to repurchase or replace an underlying asset of the same asset class held by non-affiliates of the sponsor, except that:
(1) If the underlying transaction agreements provide a covenant to repurchase or replace an underlying asset for breach of a representation or warranty, provide in the body of the prospectus for the prior three years, the information required by Rule 15Ga-1(a) (17 CFR 240.15Ga-1(a)) concerning all assets securitized by the sponsor that were the subject of a demand to repurchase or replace for breach of the representations and warranties concerning the pool assets for all asset-backed securities (as that term is defined in Section 3(a)(79) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(79)) where the underlying transaction agreements included a covenant to repurchase or replace an underlying asset of the same asset class held by non-affiliates of the sponsor, except that:
(i) For prospectuses to be filed pursuant to Sec. 230.424 of this chapter prior to February 14, 2013, information may be limited to the prior year; and
(ii) For prospectuses to be filed pursuant to Sec. 230.424 of this chapter on or after February 14, 2013 but prior to February 14, 2014, information may be limited to the prior two years.
(2) Include a reference to the most recent Form ABS-15G filed by the securitizer (as that term is defined in Section 15G(a) of the Securities Exchange Act of 1934) and disclose the CIK number of the securitizer.
(3) For prospectuses to be filed pursuant to Sec. 230.424 of this chapter, the information presented shall not be more than 135 days old.
(f) If the sponsor is required to repurchase or replace any asset for breach of a representation and warranty pursuant to the transaction agreements, provide information regarding the sponsor's financial condition to the extent that there is a material risk that the effect on its ability to comply with the provisions in the transaction agreements relating to the repurchase obligations for those assets resulting from such financial condition could have a material impact on pool performance or performance of the asset-backed securities.
(g) Describe any interest that the sponsor, or any affiliate of the sponsor, has retained in the transaction, including the amount and nature of that interest. Disclose any hedge (security specific or portfolio) materially related to the credit risk of the securities that was entered into by the sponsor or, if known, by an affiliate of the sponsor to offset the risk position held.
Instruction to Item 1104(g). The disclosure required under this item shall separately state the amount and nature of any interest or asset retained in compliance with law, including any amounts that are retained by parties other than the sponsor in order to satisfy such requirements. [70 FR 1597, Jan. 7, 2005, as amended at 76 FR 4511, Jan. 26, 2011; 79 FR 57313, Sept. 24, 2014] Sec. 229.1105 (Item 1105) Static pool information.
Describe the static pool information presented. Provide appropriate introductory and explanatory information to introduce the characteristics, the methodology used in determining or calculating the characteristics and any terms or abbreviations used. Include a description of how the static pool differs from the pool underlying the securities being offered, such as the extent to which the pool underlying the securities being offered was originated with the same or differing underwriting criteria, loan terms, and risk tolerances than the static pools presented. In addition to a narrative description, the static pool information should be presented graphically if doing so would aid in understanding.
(a) For amortizing asset pools, unless the registrant determines that such information is not material:
(1) Provide static pool information, to the extent material, regarding delinquencies, cumulative losses and prepayments for prior securitized pools of the sponsor for that asset type.
(2) If the sponsor has less than three years of experience securitizing assets of the type to be included in the offered asset pool, consider providing instead static pool information, to the extent material, regarding delinquencies, cumulative losses and prepayments by vintage origination years regarding originations or purchases by the sponsor, as applicable, for that asset type. A vintage origination year represents assets originated during the same year.
(3) In providing the information required by paragraphs (a)(1) and (a)(2) of this section:
(i) Provide the requested information for prior pools or vintage origination years, as applicable, relating to the following time period, to the extent material:
(A) Five years, or
(B) For so long as the sponsor has been either securitizing assets of the same asset type (in the case of paragraph (a)(1) of this section) or making originations or purchases of assets of the same asset type (in the case of paragraph (a)(2) of this section) if less than five years.
(ii) Present delinquency, cumulative loss and prepayment data for each prior securitized pool or vintage origination year, as applicable, over the life of the prior securitized pool or vintage origination year. The most recent periodic increment for the data must be as of a date no later than 135 days after the date of first use of the prospectus.
Instruction to Item 1105(a)(3)(ii). Present historical delinquency and loss information in accordance with Item 1100(b) of this Regulation AB (Sec. 229.1100(b)) through no less than 120 days.
(iii) Provide summary information for the original characteristics of the prior securitized pools or vintage origination years, as applicable and material. While the material summary characteristics may vary, these characteristics may include, among other things, the following: number of pool assets; original pool balance; weighted average initial loan balance; weighted average interest or note rate; weighted average original term; weighted average remaining term; weighted average and minimum and maximum standardized credit score or other applicable measure of obligor credit quality; product type; loan purpose; loan-to-value information; distribution of assets by loan or note rate; and geographic distribution information.
(iv) Provide graphical illustration of delinquencies, prepayments and losses for each prior securitized pool or by vintage origination year regarding originations or purchases by the sponsor, as applicable for that asset type.
(b) For revolving asset master trusts, unless the registrant determines that such information is not material, provide, to the extent material, data regarding delinquencies, cumulative losses, prepayments, payment rate, yield and standardized credit scores or other applicable measure of obligor credit quality in separate increments based on the date of origination of the pool assets. While the material increments may vary, consider presenting such data at a minimum in 12-month increments through the first five years of the account's life (e.g., 0-12 months, 13-24 months, 25-36 months, 37-48 months, 49-60 months and 61 months or more).
(c) If the information that would otherwise be required by paragraph (a)(1), (a)(2) or (b) of this section is not material, but alternative static pool information would provide material disclosure, provide such alternative information instead. Similarly, information contemplated by paragraph (a)(1), (a)(2) or (b) of this section regarding a party or parties other than the sponsor may be provided in addition to or in lieu of such information regarding the sponsor if appropriate to provide material disclosure. In addition, provide other explanatory disclosure, including why alternative disclosure is being provided and explain the absence of any static pool information contemplated by paragraph (a)(1), (a)(2) or (b) of this section, as applicable.
(d) The following information provided in response to this section shall not be deemed to be a prospectus or part of a prospectus for the asset-backed securities nor shall such information be deemed to be part of the registration statement for the asset-backed securities:
(1) With respect to information regarding prior securitized pools of the sponsor that do not include the currently offered pool, information regarding prior securitized pools that were established before January 1, 2006; and
(2) With respect to information regarding the currently offered pool, information about the pool for periods before January 1, 2006.
(e) For prospectuses to be filed pursuant to Sec. 230.424 of this chapter that include information specified in paragraph (d)(1) or (d)(2) of this section, the prospectus shall disclose that such information is not deemed to be part of that prospectus or the registration statement for the asset-backed securities.
(f) If any of the information identified in paragraph (d)(1) or (d)(2) of this section that is to be provided in response to this section is unknown and not available to the registrant without unreasonable effort or expense, such information may be omitted, provided the registrant provides the information on the subject it possesses or can acquire without unreasonable effort or expense, and the registrant includes a statement in the prospectus showing that unreasonable effort or expense would be involved in obtaining the omitted information. [70 FR 1597, Jan. 7, 2005, as amended at 70 FR 72373, Dec. 5, 2005; 79 FR 57314, Sept. 24, 2014] Sec. 229.1106 (Item 1106) Depositors.
If the depositor is not the same entity as the sponsor, provide separately the information regarding the depositor called for by paragraphs (a) and (b) of Item 1104 of this Regulation AB, and, to the extent the information would be material and materially different from the sponsor, paragraphs (c) and (d) of Item 1104 of this Regulation AB. In addition, provide the following information:
(a) The ownership structure of the depositor.
(b) The general character of any activities the depositor is engaged in other than securitizing assets and the time period during which it has been so engaged.
(c) Any continuing duties of the depositor after issuance of the asset-backed securities being registered regarding the asset-backed securities or the pool assets. Sec. 229.1107 (Item 1107) Issuing entities.
Provide the following information about the issuing entity:
(a) State the issuing entity's name and describe the issuing entity's form of organization, including the State or other jurisdiction under whose laws the issuing entity is organized. File the issuing entity's governing documents as an exhibit.
(b) Describe the permissible activities and restrictions on the activities of the issuing entity under its governing documents, including any restrictions on the ability to issue or invest in additional securities, to borrow money or to make loans to other persons. Describe any provisions in the issuing entity's governing documents allowing for modification of the issuing entity's governing documents, including its permissible activities.
(c) Describe any specific discretionary activities with regard to the administration of the asset pool or the asset-backed securities, and identify the person or persons authorized to exercise such discretion.
(d) Describe any assets owned or to be owned by the issuing entity, apart from the pool assets, as well as any liabilities of the issuing entity, apart from the asset-backed securities. Disclose the fiscal year end of the issuing entity.
(e) If the issuing entity has executive officers, a board of directors or persons performing similar functions, provide the information required by Items 401, 402, 403 404 and 407(a), (c)(3), (d)(4), (d)(5) and (e)(4) of Regulation S-K (Sec. Sec. 229.401, 229.402, 229.403, 229.404 and 229.407(a), (c)(3), (d)(4), (d)(5) and (e)(4)) for the issuing entity.
(f) Describe the terms of any management or administration agreement regarding the issuing entity. File any such agreement as an exhibit.
(g) Describe the capitalization of the issuing entity and the amount or nature of any equity contribution to the issuing entity by the sponsor, depositor or other party.
(h) Describe the sale or transfer of the pool assets to the issuing entity as well as the creation (and perfection and priority status) of any security interest in favor of the issuing entity, the trustee, the asset-backed security holders or others, including the material terms of any agreement providing for such sale, transfer or creation of a security interest. File any such agreements as an exhibit. In addition to an appropriate narrative description, also provide this information graphically or in a flow chart if it will aid understanding.
(i) If the pool assets are securities, as defined under the Securities Act, state the market price of the securities and the basis on which the market price was determined.
(j) If expenses incurred in connection with the selection and acquisition of the pool assets are to be payable from offering proceeds, disclose the amount of such expenses. If such expenses are to be paid to the sponsor, servicer contemplated by Item 1108(a)(2) of this Regulation AB, depositor, issuing entity, originator contemplated by Item 1110 of this Regulation AB, underwriter, or any affiliate of the foregoing, separately identify the type and amount of expenses paid to each such party.
(k) Describe to the extent material any provisions or arrangements included to address any one or more of the following issues:
(1) Whether any security interests granted in connection with the transaction are perfected, maintained and enforced.
(2) Whether declaration of bankruptcy, receivership or similar proceeding with respect to the issuing entity can occur.
(3) Whether in the event of a bankruptcy, receivership or similar proceeding with respect to the sponsor, originator, depositor or other seller of the pool assets, the issuing entity's assets will become part of the bankruptcy estate or subject to the bankruptcy control of a third party.
(4) Whether in the event of a bankruptcy, receivership or similar proceeding with respect to the issuing entity, the issuing entity's assets will become subject to the bankruptcy control of a third party.
(l) If applicable law prohibits the issuing entity from holding the pool assets directly (for example, an ``eligible lender'' trustee must hold student loans originated under the Federal Family Education Loan Program of the Higher Education Act of 1965 (20 U.S.C. 1001 et seq.)), describe the arrangements instituted to hold the pool assets on behalf of the issuing entity. Include disclosure regarding the arrangements taken, as applicable, regarding the items in paragraph (k) of this section with respect to any such additional entity that holds such assets on behalf of the issuing entity. [70 FR 1597, Jan. 7, 2005, as amended at 71 FR 53259, Sept. 8, 2006] Sec. 229.1108 (Item 1108) Servicers.
Provide the following information for the servicer.
(a) Multiple servicers. Where servicing of the pool assets utilizes multiple servicers (e.g., master servicers that oversee the actions of other servicers, primary servicers that have primary contact with the obligor, or special servicers for specific servicing functions):
(1) Provide a clear introductory description of the roles, responsibilities and oversight requirements of the entire servicing structure and the parties involved. In addition to an appropriate narrative discussion of the allocation of servicing responsibilities, also consider presenting the information graphically if doing so will aid understanding.
(2) Identify:
(i) Each master servicer;
(ii) Each affiliated servicer;
(iii) Each unaffiliated servicer that services 10% or more of the pool assets; and
(iv) Any other material servicer responsible for calculating or making distributions to holders of the asset-backed securities, performing work-outs or foreclosures, or other aspect of the servicing of the pool assets or the asset-backed securities upon which the performance of the pool assets or the asset-backed securities is materially dependent.
(3) Provide the information in paragraphs (b), (c), (d), and (e) of this section, as applicable depending on the servicer's role, for each servicer identified in paragraphs (a)(2)(i), (ii) and (iv) of this section and each unaffiliated servicer identified in paragraph (a)(2)(iii) of this section that services 20% or more of the pool assets
(b) Identifying information and experience. (1) State the servicer's name and describe the servicer's form of organization.
(1) State the servicer's name and describe the servicer's form of organization.
(2) State how long the servicer has been servicing assets. Provide, to the extent material, a general discussion of the servicer's experience in servicing assets of any type as well as a more detailed discussion of the servicer's experience in, and procedures for the servicing function it will perform in the current transaction for assets of the type included in the current transaction. Include to the extent material information regarding the size, composition and growth of the servicer's portfolio of serviced assets of the type included in the current transaction and information on factors related to the servicer that may be material to an analysis of the servicing of the assets or the asset-backed securities, as applicable.
(3) Describe any material changes to the servicer's policies or procedures in the servicing function it will perform in the current transaction for assets of the same type included in the current transaction during the past three years.
(4) Provide information regarding the servicer's financial condition to the extent that there is a material risk that the effect on one or more aspects of servicing resulting from such financial condition could have a material impact on pool performance or performance of the asset-backed securities.
(c) Servicing agreements and servicing practices. (1) Describe the material terms of the servicing agreement and the servicer's duties regarding the asset-backed securities transaction. File the servicing agreement as an exhibit.
(1) Describe the material terms of the servicing agreement and the servicer's duties regarding the asset-backed securities transaction. File the servicing agreement as an exhibit.
(2) Describe to the extent material the manner in which collections on the assets will be maintained, such as through a segregated collection account, and the extent of commingling of funds that occurs or may occur from the assets with other funds, serviced assets or other assets of the servicer.
(3) Describe to the extent material any special or unique factors involved in servicing the particular type of assets included in the current transaction, such as subprime assets, and the servicer's processes and procedures designed to address such factors.
(4) Describe to the extent material the terms of any arrangements whereby the servicer is required or permitted to provide advances of funds regarding collections, cash flows or distributions, including interest or other fees charged for such advances and terms of recovery by the servicer of such advances. To the extent material, provide statistical information regarding servicer advances on the pool assets and the servicer's overall servicing portfolio for the past three years.
(5) Describe to the extent material the servicer's process for handling delinquencies, losses, bankruptcies and recoveries, such as through liquidation of the underlying collateral, note sale by a special servicer or borrower negotiation or workouts.
(6) If the servicer has custodial responsibility for the assets, describe material arrangements regarding the safekeeping and preservation of the assets, such as the physical promissory notes, and procedures to reflect the segregation of the assets from other serviced assets. If no servicer has custodial responsibility for the assets, disclose that fact, identify the party that has such responsibility and provide the information called for by this paragraph for such party.
(7) Describe any limitations on the servicer's liability under the transaction agreements regarding the asset-backed securities transaction.
(d) Back-up servicing. Describe the material terms regarding the servicer's removal, replacement, resignation or transfer, including:
(1) Provisions for selection of a successor servicer and financial or other requirements that must be met by a successor servicer.
(2) The process for transferring servicing to a successor servicer.
(3) Provisions for payment of expenses associated with a servicing transfer and any additional fees charged by a successor servicer. Specify the amount of any funds set aside for a servicing transfer.
(4) Arrangements, if any, regarding a back-up servicer for the assets and the identity of any such back-up servicer.
(e) Describe any interest that the servicer, or any affiliate of the servicer, has retained in the transaction, including the amount and nature of that interest. Disclose any hedge (security specific or portfolio) materially related to the credit risk of the securities that was entered into by the servicer or, if known, by an affiliate of the servicer to offset the risk position held.
Instruction to Item 1108(e). The disclosure required under this item shall separately state the amount and nature of any interest or asset retained in compliance with law, including any amounts that are retained by parties other than the servicer in order to satisfy such requirements. [70 FR 1597, Jan. 7, 2005, as amended at 79 FR 57314, Sept. 24, 2014] Sec. 229.1109 (Item 1109) Trustees and other transaction parties.
(a) Trustees. Provide the following information for each trustee:
(1) State the trustee's name and describe the trustee's form of organization.
(2) Describe to what extent the trustee has had prior experience serving as a trustee for asset-backed securities transactions involving similar pool assets, if applicable.
(3) Describe the trustee's duties and responsibilities regarding the asset-backed securities under the governing documents and under applicable law. In addition, describe any actions required by the trustee, including whether notices are required to investors, rating agencies or other third parties, upon an event of default, potential event of default (and how defined) or other breach of a transaction covenant and any required percentage of a class or classes of asset-backed securities that is needed to require the trustee to take action.
(4) Describe any limitations on the trustee's liability under the transaction agreements regarding the asset-backed securities transaction.
(5) Describe any indemnification provisions that entitle the trustee to be indemnified from the cash flow that otherwise would be used to pay the asset-backed securities.
(6) Describe any contractual provisions or understandings regarding the trustee's removal, replacement or resignation, as well as how the expenses associated with changing from one trustee to another trustee will be paid. Instruction to Item 1109. If multiple trustees are involved in the transaction, provide a description of the roles and responsibilities of each trustee.
(b) Asset representations reviewer. Provide the following for each asset representations reviewer:
(1) State the asset representations reviewer's name and describe its form of organization.
(2) Describe to what extent the asset representations reviewer has had prior experience serving as an asset representations reviewer for asset-backed securities transactions involving similar pool assets.
(3) Describe the asset representations reviewer's duties and responsibilities regarding the asset-backed securities under the governing documents and under applicable law. In addition, describe any actions required of the asset representations reviewer, including whether notices are required to investors, rating agencies or other third parties, and any required percentage of a class or classes of asset-backed securities that is needed to require the asset representations reviewer to take action.
(4) Disclose the manner and amount in which the asset representations reviewer is compensated.
(5) Describe any limitations on the asset representations reviewer's liability under the transaction agreements regarding the asset-backed securities transaction.
(6) Describe any indemnification provisions that entitle the asset representations reviewer to be indemnified from the cash flow that otherwise would be used to pay holders of the asset-backed securities.
(7) Describe any contractual provisions or understandings regarding the asset representations reviewer's removal, replacement or resignation, as well as how the expenses associated with changing from one asset representations reviewer to another asset representations reviewer will be paid. [70 FR 1597, Jan. 7, 2005, as amended at 79 FR 57314, Sept. 24, 2014] Sec. 229.1110 (Item 1110) Originators.
(a) Identify any originator or group of affiliated originators, apart from the sponsor or its affiliates, that originated, or is expected to originate, 10% or more of the pool assets. Also identify any originator(s) originating less than 10% of the pool assets if the cumulative amount originated by parties other than the sponsor or its affiliates is more than 10% of the pool assets.
(b) Provide the following information for any originator or group of affiliated originators, apart from the sponsor or its affiliates, that originated, or is expected to originate, 20% or more of the pool assets:
(1) The originator's form of organization.
(2) To the extent material, a description of the originator's origination program and how long the originator has been engaged in originating assets. The description must include a discussion of the originator's experience in originating assets of the type included in the current transaction. In providing the description, include, if material, information regarding the size and composition of the originator's origination portfolio as well as information material to an analysis of the performance of the pool assets, such as the originator's credit-granting or underwriting criteria for the asset types being securitized.
(3) Describe any interest that the originator, or any affiliate of the originator, has retained in the transaction, including the amount and nature of that interest. Disclose any hedge (security specific or portfolio) materially related to the credit risk of the securities that was entered into by the originator or, if known, by an affiliate of the originator to offset the risk position held.
Instruction to Item 1110(b)(3). The disclosure required under this item shall separately state the amount and nature of any interest or asset retained in compliance with law, including any amounts that are retained by parties other than the originator in order to satisfy such requirements.
(c) For any originator identified under paragraph (b) of this section, if such originator is required to repurchase or replace a pool asset for breach of a representation and warranty pursuant to the transaction agreements, provide information regarding the originator's financial condition to the extent that there is a material risk that the effect on its ability to comply with the provisions in the transaction agreements relating to the repurchase obligations for those assets resulting from such financial condition could have a material impact on pool performance or performance of the asset-backed securities. [70 FR 1597, Jan. 7, 2005, as amended at 79 FR 57314, Sept. 24, 2014] Sec. 229.1111 (Item 1111) Pool assets.
Describe the pool assets, including the information required by this Item 1111. Present statistical information in tabular or graphical format, if such presentation will aid understanding. Present statistical information in appropriate distributional groups or incremental ranges in addition to presenting appropriate overall pool totals, averages and weighted averages, if such presentation will aid in the understanding of the data. In addition to presenting the number, amount and percentage of pool assets by distributional group or range, also provide statistical information for each group or range by variables, to the extent material, such as, average balance, weighted average coupon, average age and remaining term, average loan-to-value or similar ratio and weighted average standardized credit score or other applicable measure of obligor credit quality. These variables are just examples and should be tailored to the particular asset class backing the asset-backed securities. Consider providing minimums and maximums when presenting averages on an aggregate basis and within each group or range. In addition, provide historical data on the pool assets as appropriate (e.g., the lesser of three years or the time such assets have existed) to allow material evaluation of the pool data. In making any calculations regarding overall pool balances, disregard any funds set aside for a prefunding account.
(a) Information regarding pool asset types and selection criteria. Provide the following information:
(1) A brief description of the type or types of pool assets to be securitized.
(2) A general description of the material terms of the pool assets.
(3) A description of the solicitation, credit-granting or underwriting criteria used to originate or purchase the pool assets, including, to the extent known, any changes in such criteria and the extent to which such policies and criteria are or could be overridden.
(4) The method and criteria by which the pool assets were selected for the transaction.
(5) The cut-off date or similar date for establishing the composition of the asset pool, if applicable.
(6) If legal or regulatory provisions (such as bankruptcy, consumer protection, predatory lending, privacy, property rights or foreclosure laws or regulations) may materially affect pool asset performance or payments or expected payments on the asset-backed securities, briefly identify these provisions and their effects on such items. Instruction to Item 1111(a)(6): Unless a material concentration of assets exists, it is not necessary to provide details of the laws in each jurisdiction. Even in that case, a legalistic description or recitation of the laws or regulations in a particular jurisdiction is not required.
(7)(i) The nature of a review of the assets performed by an issuer or sponsor (required by Sec. 230.193), including whether the issuer of any asset-backed security engaged a third party for purposes of performing the review of the pool assets underlying an asset-backed security; and
(i) The nature of a review of the assets performed by an issuer or sponsor (required by Sec. 230.193), including whether the issuer of any asset-backed security engaged a third party for purposes of performing the review of the pool assets underlying an asset-backed security; and
(ii) The findings and conclusions of the review of the assets by the issuer, sponsor, or third party described in paragraph (a)(7)(i) of this section. Instruction to Item 1111(a)(7): The disclosure required under this item shall provide an understanding of how the review related to the disclosure regarding the assets. For example, if benchmarks or criteria different from that specified in the prospectus were used to evaluate the assets, these should be described, as well as the findings and conclusions. If the review is of a sample of assets in the pool, disclose the size of the sample and the criteria used to select the assets sampled. If the issuer has engaged a third party for purposes of performing the review of assets, and attributes the findings and conclusions of the review to the third party in the disclosure required by this item, the issuer must provide the name of the third-party reviewer and comply with the requirements of Sec. 230.436 of this chapter.
(8) If any assets in the pool deviate from the disclosed underwriting criteria or other criteria or benchmark used to evaluate the assets, or any assets in the sample or assets otherwise known to deviate if only a sample was reviewed, disclose how those assets deviate from the disclosed underwriting criteria or other criteria or benchmark used to evaluate the assets and include data on the amount and characteristics of those assets that did not meet the disclosed standards. Disclose which entity (e.g., sponsor, originator, or underwriter) or entities determined that those assets should be included in the pool, despite not having met the disclosed underwriting standards or other criteria or benchmark used to evaluate the assets, and what factors were used to make the determination, such as compensating factors or a determination that the exception was not material. If compensating or other factors were used, provide data on the amount of assets in the pool or in the sample that are represented as meeting each such factor and the amount of assets that do not meet those factors. If multiple entities are involved in the decision to include assets despite not having met the disclosed underwriting standards, this should be described and each participating entity should be disclosed.
(b) Pool characteristics. Describe the material characteristics of the asset pool. Provide appropriate introductory and explanatory information to introduce the characteristics, the methodology used in determining or calculating the characteristics and any terms or abbreviations used. While the material characteristics will vary depending on the nature of the pool assets, such characteristics may include, among other things:
(1) Number of each type of pool assets.
(2) Asset size, such as original balance and outstanding balance as of a designated cut-off date.
(3) Interest rate or rate of return, including type of interest rate if the pool includes different types, such as fixed and floating rates.
(4) Capitalized or uncapitalized accrued interest.
(5) Age, maturity, remaining term, average life (based on different prepayment assumptions), current payment/prepayment speeds and pool factors, as applicable.
(6) Servicer distribution, if different servicers service different pool assets.
(7) If a loan or similar receivable:
(i) Amortization period.
(ii) Loan purpose (e.g., whether a purchase or refinance) and status, if applicable (e.g., repayment or deferment).
(iii) Loan-to-value (LTV) ratios and debt service coverage ratios (DSCR), as applicable.
(iv) Type and/or use of underlying property, product or collateral (e.g., occupancy type for residential mortgages or industry sector for commercial mortgages).
(8) If a receivable or other financial asset that arises under a revolving account, such as a credit card receivable:
(i) Monthly payment rate.
(ii) Maximum credit lines.
(iii) Average account balance.
(iv) Yield percentages.
(v) Type of asset.
(vi) Finance charges, fees and other income earned.
(vii) Balance reductions granted for refunds, returns, fraudulent charges or other reasons.
(viii) Percentage of full-balance and minimum payments made.
(9) If the asset pool includes commercial mortgages, the following information, to the extent material:
(i) For all commercial mortgages:
(A) The location and present use of each mortgaged property.
(B) Net operating income and net cash flow information, as well as the components of net operating income and net cash flow, for each mortgaged property.
(C) Current occupancy rates for each mortgaged property.
(D) The identity, square feet occupied by and lease expiration dates for the three largest tenants at each mortgaged property.
(E) The nature and amount of all other material mortgages, liens or encumbrances against such properties and their priority.
(ii) For each commercial mortgage that represents, by dollar value, 10% or more of the asset pool, as measured as of the cut-off date:
(A) Any proposed program for the renovation, improvement or development of such properties, including the estimated cost thereof and the method of financing to be used.
(B) The general competitive conditions to which such properties are or may be subject.
(C) Management of such properties.
(D) Occupancy rate expressed as a percentage for each of the last five years.
(E) Principal business, occupations and professions carried on in, or from the properties.
(F) Number of tenants occupying 10% or more of the total rentable square footage of such properties and principal nature of business of such tenant, and the principal provisions of the leases with those tenants including, but not limited to: rental per annum, expiration date, and renewal options.
(G) The average effective annual rental per square foot or unit for each of the last three years prior to the date of filing.
(H) Schedule of the lease expirations for each of the ten years starting with the year in which the registration statement is filed (or the year in which the prospectus supplement is dated, as applicable), stating:
(1) The number of tenants whose leases will expire.
(2) The total area in square feet covered by such leases.
(3) The annual rental represented by such leases.
(4) The percentage of gross annual rental represented by such leases. Instruction to Item 1111(b)(9): What is required is information material to an investor's understanding of the asset-backed securities. Detailed descriptions of the physical characteristics of individual properties or legal descriptions by metes and bounds are not required.
(10) Whether the pool asset is secured or unsecured, and if secured, the type(s) of collateral.
(11) Standardized credit scores of obligors and other information regarding obligor credit quality.
(12) Billing and payment procedures, including frequency of payment, payment options, fees, charges and origination or payment incentives.
(13) Information about the origination channel and origination process for the pool assets, such as originator information (and how acquired) and the level of origination documentation required, as applicable.
(14) Geographic distribution, such as by state or other material geographic region. If 10% or more of the pool assets are or will be located in any one state or other geographic region, describe any economic or other factors specific to such state or region that may materially impact the pool assets or pool asset cash flows. Instruction to Item 1111(b)(14): For most assets, such as credit card accounts, motor vehicle leases, trade receivables and student loans, the location of the asset is the underlying obligor's billing address. For assets involving real estate, such as mortgages, the location of the asset is where the physical property underlying the asset is located.
(15) Other concentrations material to the asset type (e.g., school type for student loans). If material, provide information required by paragraph (b)(14) of this section regarding such concentrations, as applicable.
(c) Delinquency and loss information. Provide delinquency and loss information for the asset pool, including statistical information regarding delinquencies and losses.
(d) Sources of pool cash flow. If the cash flows from the pool assets that are to be used to support the asset-backed securities are to come from more than one source (such as separate cash flows from lease payments and from the sale of the residual asset at the termination of the lease), provide the following information:
(1) Disclose the specific sources of funds that will be used to make the payments and distributions on the asset-backed securities, and, if applicable, provide information on the relative amount and percentage of funds that are to be derived from each source, including a description of any assumptions, data, models and methodology used to derive such amounts. If payments on different classes or different categories of payments on or related to the asset-backed securities (e.g., principal, interest or expenses) are to come from different or segregated cash flows from the pool assets or other sources, disclose the source of funds that will be used for such payments.
(2) Residual value information. If the asset pool includes leases or other assets where a portion of the securitized pool balance is attributable to the residual value of the underlying physical property underlying the leases, disclose the following:
(i) How the residual values used to structure the transaction were estimated, including an explanation of any material discount rates, models or assumptions used and who selected such rates, models or assumptions.
(ii) Any material procedures or requirements incorporated to preserve residual values during the term of the lease, such as lessee responsibilities, prohibitions on subletting, indemnification or required insurance or guarantees.
(iii) The procedures by which the residual values will be realized and by whom those procedures will be carried out, including information on the experience of such party, any affiliations with a party described in Item 1119(a) of this Regulation AB and the compensation arrangements with such party.
(iv) Whether the pool assets are open-end leases (e.g., where the lessee is required to cover the shortfall between the residual value of the leased property and the sale proceeds) or closed-end leases (e.g., where the lessor is responsible for such shortfalls), and where both types of leases are included in the asset pool, the percentage of each.
(v) To the extent material, any lessor obligations that are required under the leases, and the effect or potential effect on the asset-backed securities from failure by the lessor to perform its obligations.
(vi) Statistical information regarding estimated residual values for the pool assets.
(vii) Summary historical statistics on turn-in rates, if applicable, and residual value realization rates by the party responsible for such process over the past three years, or such longer period as is material to an evaluation of the pool assets.
(viii) The effect on security holders if not enough cash flow is received from the realization of the residual values, whether there are any provisions to address this contingency, and how any cash flow greater than that necessary to pay security holders will be allocated.
(e) Representations and warranties and modification provisions relating to the pool assets. Provide the following information:
(1) Representations and warranties. Summarize any representations and warranties made concerning the pool assets by the sponsor, transferor, originator or other party to the transaction, and describe briefly the remedies available if those representations and warranties are breached, such as repurchase obligations.
(2) Modification provisions. Describe any provisions in the transaction agreements governing the modification of the terms of any asset, including how such modification may affect the cash flows from the assets or to the securities.
(f) Claims on pool assets. Describe any material direct or contingent claim that parties other than the holders of the asset-backed securities have on any pool assets. Also, describe any material cross-collateralization or cross-default provisions relating to the pool assets.
(g) Revolving periods, prefunding accounts and other changes to the asset pool. If the transaction contemplates a prefunding or revolving period, provide the following information, as applicable. Provide similar information regarding any other circumstances where pool assets may be added, substituted or removed from the asset pool, such as in the event of additional issuances of asset-backed securities in a master trust or a breach of a pool asset representation or warranty:
(1) The term or duration of any prefunding or revolving period.
(2) For prefunding periods, the amount of proceeds to be deposited in the prefunding account.
(3) For revolving periods, the maximum amount of additional assets that may be acquired during the revolving period, if applicable.
(4) The percentage of the asset pool and any class or series of the asset-backed securities represented by the prefunding account or the revolving account, if applicable.
(5) Triggers or events that would trigger limits on or terminate the prefunding or revolving period and the effects of such triggers. In particular for a revolving period, describe the operation of the revolving period and the amortization period.
(6) When and how new pool assets may be acquired during the prefunding or revolving period, and if, when and how pool assets can be removed or substituted. Describe any limits on the amount, type or speed with which pool assets may be acquired, substituted or removed.
(7) The acquisition or underwriting criteria for additional pool assets to be acquired during the prefunding or revolving period, including a description of any differences from the criteria used to select the current asset pool.
(8) Which party has the authority to add, remove or substitute assets from the asset pool or determine if such pool assets meet the acquisition or underwriting criteria for additional pool assets. In addition, disclose whether or not there will be any independent verification of such person's exercise of authority or determinations.
(9) Any requirements to add or remove minimum amounts of pool assets and any effects of not meeting those requirements.
(10) If applicable, the procedures and standards for the temporary investment of funds in a prefunding or revolving account pending use (including the disposition of gains and losses on pending funds) and a description of the financial products or instruments eligible for such accounts.
(11) The circumstances under which funds in a prefunding or revolving account will be returned to investors or otherwise disposed of.
(12) A statement of whether, and if so, how, investors will be notified of changes to the asset pool.
(h) Asset-level information. (1) If the asset pool includes residential mortgages, commercial mortgages, automobile loans, automobile leases, debt securities or resecuritizations of asset-backed securities, provide asset-level information for each asset or security in the pool in the manner specified in Schedule AL (Sec. 229.1125).
(1) If the asset pool includes residential mortgages, commercial mortgages, automobile loans, automobile leases, debt securities or resecuritizations of asset-backed securities, provide asset-level information for each asset or security in the pool in the manner specified in Schedule AL (Sec. 229.1125).
(2) File the disclosures as an Asset Data File (as defined in Sec. 232.11 of this chapter) in the format required by the EDGAR Filer Manual. See Sec. 232.301 of this chapter.
(3) File the Asset Data File as an exhibit to Form ABS-EE (Sec. 249.1401 of this chapter) in accordance with Item 601(b)(102) of Regulation S-K (Sec. 229.601(b)(102)).
(4) A registrant may provide additional explanatory disclosure related to an Asset Data File by filing an asset related document as an exhibit to Form ABS-EE (Sec. 249.1401 of this chapter) in accordance with Item 601(b)(103) of Regulation S-K (Sec. 229.601(b)(103)).
(5) A registrant may provide other asset-level information in addition to the information required by Schedule AL (Sec. 229.1125) by filing an asset related document as an exhibit to Form ABS-EE (Sec. 249.1401 of this chapter) in accordance with Item 601(b)(103) of Regulation S-K (Sec. 229.601(b)(103)). The asset related document(s) must contain the definitions and formulas for each additional data point and the related tagged data and may contain explanatory disclosure about each additional data point.
Instruction to Item 1111(h). All of the information required by this Item must be provided at the time of every filing for each asset that was in the asset pool during the reporting period, including assets removed prior to the end of the reporting period. [70 FR 1597, Jan. 7, 2005, as amended at 76 FR 4243, Jan. 25, 2011; 79 FR 57315, Sept. 24, 2014] Sec. 229.1112 (Item 1112) Significant obligors of pool assets.
(a) Descriptive information. Provide the following information for each significant obligor:
(1) The name of the obligor.
(2) The organizational form and general character of the business of the obligor.
(3) The nature of the concentration of the pool assets with the obligor.
(4) The material terms of the pool assets and the agreements with the obligor involving the pool assets.
(b) Financial information. (1) If the pool assets relating to a significant obligor represent 10% or more, but less than 20%, of the asset pool, provide selected financial data required by Item 301 of Regulation S-K (Sec. 229.301) for the significant obligor, provided, however, that for a significant obligor under Item 1101(k)(2) of this Regulation AB, only net operating income for the most recent fiscal year and interim period is required.
(1) If the pool assets relating to a significant obligor represent 10% or more, but less than 20%, of the asset pool, provide selected financial data required by Item 301 of Regulation S-K (Sec. 229.301) for the significant obligor, provided, however, that for a significant obligor under Item 1101(k)(2) of this Regulation AB, only net operating income for the most recent fiscal year and interim period is required.
(2) If pool assets relating to a significant obligor represent 20% or more of the asset pool, provide financial statements meeting the requirements of Regulation S-X (Sec. Sec. 210.1-01 through 210.12-29 of this chapter), except Sec. 210.3-05 of this chapter and Article 11 of Regulation S-X (Sec. Sec. 210.11-01 through 210.11-03 of this chapter), of the significant obligor. Financial statements of such obligor and its subsidiaries consolidated (as required by Sec. 240.14a-3(b) of this chapter) shall be filed under this item. Instructions to Item 1112(b): 1. No information need be provided pursuant to paragraph (b) of this section if the obligations of the significant obligor as they relate to the pool assets are backed by the full faith and credit of the United States.
2. If the significant obligor is an asset-backed issuer and the pool assets relating to the significant obligor are asset-backed securities, provide the following information in lieu of the information required by paragraph (b) of this section:
a. For a registration statement under the Securities Act or the Exchange Act or a prospectus to be filed pursuant to Sec. 230.424 of this chapter, the information required by Items 1104 through 1115, 1117 and 1119 of this Regulation AB regarding such asset-backed securities; and
b. For an Exchange Act report on Form 10-K or Form 10-D (Sec. 249.310 or 249.312 of this chapter), the information required by General Instruction J. of Form 10-K regarding such asset-backed securities for the period for which the last Form 10-K of the asset-backed securities was due (or would have been due if such asset-backed securities are not required to file reports with the Commission pursuant to section 13(a) or 15(d) of the Exchange Act (15 U.S.C. 78m(a) or 78o(d)).
3. If the significant obligor is a foreign business (as defined Sec. 210.1-02 of this chapter):
a. Paragraph (b)(1) of this section may be complied with by providing the information required by Item 3.A. of Form 20-F (Sec. 249.220f of this chapter). If a reconciliation to U.S. generally accepted accounting principles called for by Instruction 2. to Item 3.A. of Form 20-F is unavailable or not obtainable without unreasonable cost or expense, at a minimum provide a narrative description of all material variations in accounting principles, practices and methods used in preparing the non-U.S. GAAP financial statements used as a basis for the selected financial data from those accepted in the U.S.
b. Paragraph (b)(2) of this section may be complied with by providing financial statements meeting the requirements of Item 17 of Form 20-F for the periods specified by Item 8.A. of Form 20-F. [70 FR 1597, Jan. 7, 2005, as amended at 79 FR 57313, Sept. 24, 2014] Sec. 229.1113 (Item 1113) Structure of the transaction.
(a) Description of the securities and transaction structure. In providing the information required by Item 202 of Regulation S-K (Sec. 229.202), address the following specific factors relating to the asset-backed securities, as applicable:
(1) The types or categories of securities that may be offered, such as interest-weighted or principal-weighted classes (including IO (interest only) or PO (principal only) securities), planned amortization or companion classes or residual or subordinated interests.
(2) The flow of funds for the transaction, including the payment allocations, rights and distribution priorities among all classes of the issuing entity's securities, and within each class, with respect to cash flows, credit enhancement or other support and any other structural features designed to enhance credit, facilitate the timely payment of monies due on the pool assets or owing to security holders, adjust the rate of return on the asset-backed securities, or preserve monies that will or might be distributed to security holders. In addition to an appropriate narrative discussion of the allocation and priority structure of pool cash flows, present the flow of funds graphically if doing so will aid understanding. In the flow of funds discussion, provide information regarding any requirements directing cash flows from the pool assets (such as to reserve accounts, cash collateral accounts or expenses) and the purpose and operation of such requirements.
(3) In describing the interest rate or rate of return on the asset-backed securities and how such amounts are payable, explain how the rate is determined and how frequently it will be determined. If the rate to be paid can be a combination of two or more rates (such as the lesser of a variable rate or the actual weighted average net coupon on the pool assets), provide clear information regarding each rate and when each rate applies.
(4) How principal, if any, will be paid on the asset-backed securities, including maturity dates, amortization or principal distribution schedules, principal distribution dates, formulas for calculating principal distributions from the cash flows and other factors that will affect the timing or amount of principal payments for each class of securities.
(5) The denominations in which the asset-backed securities may be issued.
(6) Any specified changes to the transaction structure that would be triggered upon a default or event of default (such as a change in distribution priority among classes).
(7) Any liquidation, amortization, performance or similar triggers or events, and the rights of investors or changes to the transaction structure or flow of funds if such events were to occur.
(i) Describe how the delinquency threshold that triggers a review by the asset representations reviewer was determined to be appropriate. In describing the appropriateness of such delinquency threshold, compare such delinquency threshold against the delinquencies disclosed for prior securitized pools of the sponsor for that asset type in accordance with Item 1105 of Regulation AB (Sec. 229.1105).
(ii) [Reserved]
(8) Whether the servicer or other party is required to provide periodic evidence of the absence of a default or of compliance with the terms of the transaction agreements.
(9) If applicable, the extent, expressed as a percentage, the transaction is overcollateralized or undercollateralized as measured by comparing the principal balance of the asset-backed securities to the asset pool.
(10) Any provisions contained in other securities that could result in a cross-default or cross-collateralization.
(11) Any minimum standards, restrictions or suitability requirements regarding potential investors in purchasing the securities or any restrictions on ownership or transfer of the securities.
(12) Security holder vote required to amend the transaction documents and allocation of voting rights among security holders.
(b) Distribution frequency and cash maintenance. (1) Disclose the frequency of distribution dates for the asset-backed securities and the collection periods for the pool assets.
(1) Disclose the frequency of distribution dates for the asset-backed securities and the collection periods for the pool assets.
(2) Describe how cash held pending distribution or other uses is held and invested. Also describe the length of time cash will be held pending distributions to security holders. Identify the party or parties with access to cash balances and the authority to invest cash balances. Specify who determines any decisions regarding the deposit, transfer or disbursement of pool asset cash flows and whether there will be any independent verification of the transaction accounts or account activity.
(c) Fees and expenses. Provide in a separate table an itemized list of all fees and expenses to be paid or payable out of the cash flows from the pool assets. In itemizing the fees and expenses, also indicate their general purpose, the party receiving such fees or expenses, the source of funds for such fees or expenses (if different from other fees or expenses or if such fees or expenses are to be paid from a specified portion of the cash flows) and the distribution priority of such expenses. If the amount of such fees or expenses is not fixed, provide the formula used to determine such fees or expenses. The tabular presentation should be accompanied by footnotes or other accompanying narrative disclosure to the extent necessary for an understanding of the timing or amount of such fees or expenses, such as any restrictions or limits on fees or whether the estimate may change in certain instances, such as in an event of default (and how the fees would change in such an instance or the factors that would affect the change). In addition, through footnote or other accompanying narrative disclosure, describe if any, and if so how, such fees or expenses can be changed without notice to, or approval by, security holders and any restrictions on the ability to change a fee or expense amount, such as due to a change in transaction party.
(d) Excess cash flow. (1) Describe the disposition of residual or excess cash flows. Identify who owns any residual or retained interests to the cash flows if such person is affiliated with the sponsor, depositor, issuing entity or any entity identified in Item 1119(a) of this Regulation AB or if such person has rights that may alter the transaction structure beyond receipt of residual or excess cash flows. Describe such rights, as material.
(1) Describe the disposition of residual or excess cash flows. Identify who owns any residual or retained interests to the cash flows if such person is affiliated with the sponsor, depositor, issuing entity or any entity identified in Item 1119(a) of this Regulation AB or if such person has rights that may alter the transaction structure beyond receipt of residual or excess cash flows. Describe such rights, as material.
(2) Disclose any requirements in the transaction agreements to maintain a minimum amount of excess cash flow or spread from, or retained interest in, the transaction and any actions that would be required or changes to the transaction structure that would occur if such requirements were not met.
(3) To the extent material to an understanding of the asset-backed securities, disclose any features or arrangements to facilitate a securitization of the excess cash flow or retained interest from the transaction, including whether any material changes to the transaction structure may be made without the consent of asset-backed security holders in connection with these securitizations.
(e) Master trusts. If one or more additional series or classes have been or may be issued that are backed by the same asset pool, provide information regarding the additional securities to the extent material to an understanding of their effect on the securities being offered, including the following:
(1) Relative priority of such additional securities to the securities being offered and rights to the underlying pool assets and their cash flows.
(2) Allocation of cash flow from the asset pool and any expenses or losses among the various series or classes.
(3) Terms under which such additional series or classes may be issued and pool assets increased or changed.
(4) The terms of any security holder approval or notification of such additional securities.
(5) Which party has the authority to determine whether such additional securities may be issued. In addition, if there are conditions to such additional issuance, disclose whether or not there will be an independent verification of such person's exercise of authority or determinations.
(f) Optional or mandatory redemption or termination. (1) If any class of the asset-backed securities includes an optional or mandatory redemption or termination feature, provide the following information:
(1) If any class of the asset-backed securities includes an optional or mandatory redemption or termination feature, provide the following information:
(i) Terms for triggering the redemption or termination.
(ii) The identity of the party that holds the redemption or termination option or obligation, as well as whether such party is an affiliate of the sponsor, depositor, issuing entity or any entity identified in Item 1119(a) of this Regulation AB.
(iii) The amount of the redemption or repurchase price or formula for determining such amount.
(iv) The procedures for redemption or termination, including any notices to security holders.
(v) If the amount allocated to security holders is reduced by losses, the policy regarding any amounts recovered after redemption or termination.
(2) The title of any class of securities with an optional redemption or termination feature that may be exercised when 25% or more of the original principal balance of the pool assets is still outstanding must include the word ``callable,'' provided, however, that in the case of a master trust, a title of a class of securities must include the word ``callable'' when an optional redemption or termination feature may be exercised when 25% or more of the original principal balance of the particular series in which the class was issued is still outstanding.
(g) Prepayment, maturity and yield considerations. (1) Describe any models, including the related material assumptions and limitations, used as a means to identify cash flow patterns with respect to the pool assets.
(1) Describe any models, including the related material assumptions and limitations, used as a means to identify cash flow patterns with respect to the pool assets.
(2) Describe to the extent material the degree to which each class of securities is sensitive to changes in the rate of payment on the pool assets (e.g., prepayment or interest rate sensitivity), and describe the consequences of such changing rate of payment. Provide statistical information of such effects, such as the effect of prepayments on yield and weighted average life.
(3) Describe any special allocations of prepayment risks among the classes of securities, and whether any class protects other classes from the effects of the uncertain timing of cash flow. [70 FR 1597, Jan. 7, 2005, as amended at 79 FR 57315, Sept. 24, 2014] Sec. 229.1114 (Item 1114) Credit enhancement and other support, except for certain derivatives instruments.
(a) Descriptive information. To the extent material, describe the following, including a clear discussion of the manner in which each potential item is designed to affect or ensure timely payment of the asset-backed securities:
(1) Any external credit enhancement designed to ensure that the asset-backed securities or pool assets will pay in accordance with their terms, such as bond insurance, letters of credit or guarantees.
(2) Any mechanisms to ensure that payments on the asset-backed securities are timely, such as liquidity facilities, lending facilities, guaranteed investment contracts and minimum principal payment agreements.
(3) Any derivatives whose primary purpose is to provide credit enhancement related to pool assets or the asset-backed securities.
(4) Any internal credit enhancement as a result of the structure of the transaction that increases the likelihood that payments will be made on one or more classes of the asset-backed securities in accordance with their terms, such as subordination provisions, overcollateralization, reserve accounts, cash collateral accounts or spread accounts. Instructions to Item 1114(a): 1. Include a description of the material terms of any enhancement or support described, including any limits on the timing or amount of the enhancement or support or any conditions that must be met before the enhancement or support can be accessed. The enhancement or support agreement is to be filed as an exhibit. Also describe any provisions regarding the substitution of enhancement or support.
2. This Item should not be construed as allowing anything other than an asset-backed security whose payment is based primarily by reference to the performance of the receivables or other financial assets in the asset pool.
(b) Information regarding significant enhancement providers--(1) Descriptive information. If an entity or group of affiliated entities providing enhancement or other support described in paragraph (a) of this section is liable or contingently liable to provide payments representing 10% or more of the cash flow supporting any offered class of asset-backed securities, provide the following information:
(1) Descriptive information. If an entity or group of affiliated entities providing enhancement or other support described in paragraph (a) of this section is liable or contingently liable to provide payments representing 10% or more of the cash flow supporting any offered class of asset-backed securities, provide the following information:
(i) The name of such enhancement provider.
(ii) The organizational form of enhancement provider.
(iii) The general character of the business of such enhancement provider.
(2) Financial information. (i) If any entity or group of affiliated entities providing enhancement or other support described in paragraph (a) of this section is liable or contingently liable to provide payments representing 10% or more, but less than 20%, of the cash flow supporting any offered class of the asset-backed securities, provide financial data required by Item 301 of Regulation S-K (Sec. 229.301) for each such entity or group of affiliated entities.
(i) If any entity or group of affiliated entities providing enhancement or other support described in paragraph (a) of this section is liable or contingently liable to provide payments representing 10% or more, but less than 20%, of the cash flow supporting any offered class of the asset-backed securities, provide financial data required by Item 301 of Regulation S-K (Sec. 229.301) for each such entity or group of affiliated entities.
(ii) If any entity or group of affiliated entities providing enhancement or other support described in paragraph (a) of this section is liable or contingently liable to provide payments representing 20% or more of the cash flow supporting any offered class of the asset-backed securities, provide financial statements meeting the requirements of Regulation S-X (Sec. Sec. 210.1-01 through 210.12-29 of this chapter), except Sec. 210.3-05 of this chapter and Article 11 of Regulation S-X (Sec. Sec. 210.11-01 through 210.11-03 of this chapter), of such entity or group of affiliated entities. Financial statements of such enhancement provider and its subsidiaries consolidated (as required by Sec. 240.14a-3(b) of this chapter) shall be filed under this item. Instruction 1 to Item 1114(b). The requirements in paragraph (b) of this section apply to all providers of external credit enhancement or other support, other than those described in Item 1115 of this Regulation AB. Enhancement may support payment on the pool assets or payments on the asset-backed securities themselves.
Instruction 2 to Item 1114(b). No information need be provided pursuant to paragraph (b)(2) of this section if the obligations of the enhancement provider are backed by the full faith and credit of the United States.
Instruction 3 to Item 1114(b). If the pool assets are student loans originated under the Federal Family Education Loan Program of the Higher Education Act of 1965 (20 U.S.C. 1001 et seq.)) and the enhancement provider for the pool assets is a guarantee agency as defined under the Higher Education Act, then the following information may be provided in lieu of providing financial information required pursuant to paragraph (b)(2) of this section:
a. The number of pool assets and aggregate outstanding principal balance of pool assets guaranteed by the guarantee agency (both by number and percentage of the asset pool as of the cut-off date or other applicable date).
b. Disclosure of the following with respect to the guarantee agency, as applicable, including a brief description regarding the method of calculation, covering at least five federal fiscal years:
i. Aggregate principal amount of all student loans guaranteed.
ii. Reserve ratio.
iii. Recovery rate.
iv. Loss rate.
v. Claims rate.
Instruction 4 to Item 1114(b). If the enhancement provider is a foreign business (as defined Sec. 210.1-02 of this chapter):
a. Paragraph (b)(2)(i) of this section may be complied with by providing the information required by Item 3.A. of Form 20-F (Sec. 249.220f of this chapter). If a reconciliation to U.S. generally accepted accounting principles called for by Instruction 2. to Item 3.A. of Form 20-F is unavailable or not obtainable without unreasonable cost or expense, at a minimum provide a narrative description of all material variations in accounting principles, practices and methods used in preparing the non-U.S. GAAP financial statements used as a basis for the selected financial data from those accepted in the U.S.
b. Paragraph (b)(2)(ii) of this section may be complied with by providing financial statements meeting the requirements of Item 17 of Form 20-F for the periods specified by Item 8.A. of Form 20-F. [70 FR 1597, Jan. 7, 2005, as amended at 79 FR 57315, Sept. 24, 2014] Sec. 229.1115 (Item 1115) Certain derivatives instruments.
This item relates to derivative instruments, such as interest rate and currency swap agreements, that are used to alter the payment characteristics of the cashflows from the issuing entity and whose primary purpose is not to provide credit enhancement related to the pool assets or the asset-backed securities. For purposes of this section, the ``significance estimate'' of the derivative instrument is to be determined based on a reasonable good-faith estimate of maximum probable exposure, made in substantially the same manner as that used in the sponsor's internal risk management process in respect of similar instruments. The ``significance percentage'' is the percentage that the amount of the significance estimate represents of the aggregate principal balance of the pool assets, provided, that if the derivative instrument relates only to one or more classes of the asset-backed securities, the ``significance percentage'' is the percentage that the amount of the significance estimate represents of the aggregate principal balance of such classes.
(a) Descriptive information. (1) Describe the following regarding the external counterparty:
(1) Describe the following regarding the external counterparty:
(i) The name of the derivative counterparty.
(ii) The organizational form of the derivative counterparty.
(iii) The general character of the business of the derivative counterparty.
(2) Describe the operation and material terms of the derivative instrument, including any limits on the timing or amount of payments or any conditions to payments.
(3) Describe any material provisions regarding substitution of the derivative instrument.
(4) At a minimum, disclose whether the significance percentage, as calculated in accordance with this section, is less than 10%, at least 10% but less than 20%, or 20% or more.
(5) File the agreement relating to the derivative instrument as an exhibit.
(b) Financial information. (1) If the aggregate significance percentage related to any entity or group of affiliated entities providing derivative instruments contemplated by this section is 10% or more, but less than 20%, provide financial data required by Item 301 of Regulation S-K (Sec. 229.301) for such entity or group of affiliated entities.
(1) If the aggregate significance percentage related to any entity or group of affiliated entities providing derivative instruments contemplated by this section is 10% or more, but less than 20%, provide financial data required by Item 301 of Regulation S-K (Sec. 229.301) for such entity or group of affiliated entities.
(2) If the aggregate significance percentage related to any entity or group of affiliated entities providing derivative instruments contemplated by this section is 20% or more, provide financial statements meeting the requirements of Regulation S-X (Sec. Sec. 210.1-01 through 210.12-29 of this chapter), except Sec. 210.3-05 of this chapter and Article 11 of Regulation S-X (Sec. Sec. 210.11-01 through 210.11-03 of this chapter), of such entity or group of affiliated entities. Financial statements of such entity and its subsidiaries consolidated (as required by Sec. 240.14a-3(b) of this chapter) shall be filed under this item. Instructions to Item 1115: 1. Instructions 2, 3 and 5 to Item 1114 of this Regulation AB apply to the information contemplated by paragraph (b) of this item.
2. This Item should not be construed as allowing anything other than an asset-backed security whose payment is based primarily by reference to the performance of the receivables or other financial assets in the asset pool. Sec. 229.1116 (Item 1116) Tax matters.
Provide a brief, clear and understandable summary of:
(a) The tax treatment of the asset-backed securities transaction under federal income tax laws.
(b) The material federal income tax consequences of purchasing, owning and selling the asset-backed securities. If any of the material federal income tax consequences are not expected to be the same for investors in all classes offered by the registration statement, describe the material differences.
(c) The substance of counsel's tax opinion, including identification of the material consequences upon which counsel has not been asked, or is unable, to opine. Sec. 229.1117 (Item 1117) Legal proceedings.
Describe briefly any legal proceedings pending against the sponsor, depositor, trustee, issuing entity, servicer contemplated by Item 1108(a)(3) of this Regulation AB, originator contemplated by Item 1110(b) of this Regulation AB, or other party contemplated by Item 1100(d)(1) of this Regulation AB, or of which any property of the foregoing is the subject, that is material to security holders. Include similar information as to any such proceedings known to be contemplated by governmental authorities. Sec. 229.1118 (Item 1118) Reports and additional information.
(a) Reports required under the transaction documents. Describe the reports or other documents provided to security holders required under the transaction agreements, including information included, schedule and manner of distribution or other availability, and the entity or entities that will prepare and provide the reports.
(b) Reports to be filed with the Commission. (1) Specify the names, and if available, the Commission file numbers of the entity or entities under which reports about the asset-backed securities will be filed with the Securities and Exchange Commission. Identify the reports and other information filed with the Commission.
(1) Specify the names, and if available, the Commission file numbers of the entity or entities under which reports about the asset-backed securities will be filed with the Securities and Exchange Commission. Identify the reports and other information filed with the Commission.
(2) State that the public may read and copy any materials filed with the Commission at the Commission's Public Reference Room at 100 F Street, NE., Washington, DC 20549, on official business days between the hours of 10 a.m. and 3 p.m. State that the public may obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-0330. State that the Commission maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission and state the address of that site (http://www.sec.gov).
(c) Web site access to reports. (1) State whether the issuing entity's annual reports on Form 10-K (Sec. 249.310 of this chapter), distribution reports on Form 10-D (Sec. 249.312 of this chapter), current reports on Form 8-K (Sec. 249.308 of this chapter), and amendments to those reports filed or furnished pursuant to section 13(a) or 15(d) of the Exchange Act (15 U.S.C. 78m(a) or 78o(d)) will be made available on the Web site of a specified transaction party (e.g., the sponsor, depositor, servicer, issuing entity or trustee) as soon as reasonably practicable after such material is electronically filed with, or furnished to, the Commission.
(1) State whether the issuing entity's annual reports on Form 10-K (Sec. 249.310 of this chapter), distribution reports on Form 10-D (Sec. 249.312 of this chapter), current reports on Form 8-K (Sec. 249.308 of this chapter), and amendments to those reports filed or furnished pursuant to section 13(a) or 15(d) of the Exchange Act (15 U.S.C. 78m(a) or 78o(d)) will be made available on the Web site of a specified transaction party (e.g., the sponsor, depositor, servicer, issuing entity or trustee) as soon as reasonably practicable after such material is electronically filed with, or furnished to, the Commission.
(2) Disclose whether other reports to security holders or information about the asset-backed securities will be made available in this manner.
(3) If filings and other reports will be made available in this manner, disclose the Web site address where such filings may be found.
(4) If filings and other reports will not be made available in this manner, describe the reasons why they will not and whether an identified transaction party voluntarily will provide electronic or paper copies of those filings and other reports free of charge upon request. [70 FR 1597, Jan. 7, 2005, as amended at 73 FR 967, Jan. 4, 2008] Sec. 229.1119 (Item 1119) Affiliations and certain relationships and related transactions.
(a) Describe if so, and how, the sponsor, depositor or issuing entity is an affiliate (as defined in Sec. 230.405 of this chapter) of any of the following parties as well as, to the extent known and material, if so, and how, any of the following parties are affiliates of any of the other following parties:
(1) Servicer contemplated by Item 1108(a)(3) of this Regulation AB.
(2) Trustee.
(3) Originator contemplated by Item 1110 of this Regulation AB.
(4) Significant obligor contemplated by Item 1112 of this Regulation AB.
(5) Enhancement or support provider contemplated by Items 1114 or 1115 of this Regulation AB.
(6) Any other material parties related to the asset-backed securities contemplated by Item 1100(d)(1) of this Regulation AB.
(7) Asset representations reviewer.
(b) Describe whether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm's length transaction with an unrelated third party, apart from the asset-backed securities transaction, between the sponsor, depositor or issuing entity and any of the parties in paragraphs (a)(1) through (a)(6) of this section, or any affiliates of such parties, that currently exists or that existed during the past two years and that is material to an investor's understanding of the asset-backed securities. Instruction to Item 1119(b): What is required is information material to an investor's understanding of the asset-backed securities. A detailed description or itemized listing of all commercial relationships among the parties is not required. Instead, the disclosure should indicate whether any relationships outside of the asset-backed securities transaction do exist that are outside the normal course and the general character of those relationships.
(c) Notwithstanding paragraph (b) of this section, describe, to the extent material, any specific relationships involving or relating to the asset-backed securities transaction or the pool assets, including the material terms and approximate dollar amount involved, between the sponsor, depositor or issuing entity and any of the parties in paragraphs (a)(1) through (a)(6) of this section, or any affiliates of such parties, that currently exists or that existed during the past two years. Instruction to Item 1119: With respect to disclosure in an annual report on Form 10-K, information required by this Item 1119 may be omitted to the extent that substantially the same information had been provided previously in an annual report on Form 10-K (Sec. 249.310) for the asset-backed securities or in an effective registration statement under the Securities Act or a prospectus timely filed pursuant to Sec. 230.424 of this chapter under the same Central Index Key (CIK) code as the current annual report on Form 10-K. [70 FR 1597, Jan. 7, 2005, as amended at 79 FR 57315, Sept. 24, 2014] Sec. 229.1120 (Item 1120) Ratings.
Disclose whether the issuance or sale of any class of offered securities is conditioned on the assignment of a rating by one or more rating agencies, whether or not NRSROs. If so, identify each rating agency and the minimum rating that must be assigned. Describe any arrangements to have such rating monitored while the asset-backed securities are outstanding. Sec. 229.1121 (Item 1121) Distribution and pool performance information.
(a) Describe the distribution for the related distribution period and the performance of the asset pool during the distribution period. Provide appropriate introductory and explanatory information to introduce any material terms, parties or abbreviations used (or a cross-reference to a Commission filing where such information may be found). Present statistical information in tabular or graphical format, if such presentation will aid understanding. While the material information regarding the related distribution and pool performance will vary depending on the nature of the transaction, such information may include, among other things:
(1) Any applicable record dates, accrual dates, determination dates for calculating distributions and actual distribution dates for the distribution period.
(2) Cash flows received and the sources thereof for distributions, fees and expenses (including portfolio yield, if applicable).
(3) Calculated amounts and distribution of the flow of funds for the period itemized by type and priority of payment, including:
(i) Fees or expenses accrued and paid, with an identification of the general purpose of such fees and the party receiving such fees or expenses.
(ii) Payments accrued or paid with respect to enhancement or other support identified in Item 1114 of this Regulation AB (such as insurance premiums or other enhancement maintenance fees), with an identification of the general purpose of such payments and the party receiving such payments.
(iii) Principal, interest and other distributions accrued and paid on the asset-backed securities by type and by class or series and any principal or interest shortfalls or carryovers.
(iv) The amount of excess cash flow or excess spread and the disposition of excess cash flow.
(4) Beginning and ending principal balances of the asset-backed securities.
(5) Interest rates applicable to the pool assets and the asset-backed securities, as applicable. Consider providing interest rate information for pool assets in appropriate distributional groups or incremental ranges.
(6) Beginning and ending balances of transaction accounts, such as reserve accounts, and material account activity during the period.
(7) Any amounts drawn on any credit enhancement or other support identified in Item 1114 of this Regulation AB, as applicable, and the amount of coverage remaining under any such enhancement, if known and applicable.
(8) Number and amount of pool assets at the beginning and ending of each period, and updated pool composition information, such as weighted average coupon, weighted average life, weighted average remaining term, pool factors and prepayment amounts. For asset-backed securities backed by leases where a portion of the securitized pool balance is attributable to residual values of the physical property underlying the leases, this information also would include turn-in rates and residual value realization rates.
(9) Delinquency and loss information for the period. Present historical delinquency and loss information in accordance with Item 1100(b) of this Regulation AB (Sec. 229.1100(b)) through no less than 120 days.
(10) Information on the amount, terms and general purpose of any advances made or reimbursed during the period, including the general use of funds advanced and the general source of funds for reimbursements.
(11) Any material modifications, extensions or waivers to pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time.
(12) Material breaches of pool asset representations or warranties or transaction covenants.
(13) Information on ratio, coverage or other tests used for determining any early amortization, liquidation or other performance trigger and whether the trigger was met.
(14) Information regarding any new issuance of asset-backed securities backed by the same asset pool, any pool asset changes (other than in connection with a pool asset converting into cash in accordance with its terms), such as additions or removals in connection with a prefunding or revolving period and pool asset substitutions and repurchases (and purchase rates, if applicable), and cash flows available for future purchases, such as the balances of any prefunding or revolving accounts, if applicable. Disclose any material changes in the solicitation, credit-granting, underwriting, origination, acquisition or pool selection criteria or procedures, as applicable, used to originate, acquire or select the new pool assets.
(b) During a prefunding or revolving period, or if there has been a new issuance of asset-backed securities backed by the same pool under a master trust during the fiscal year of the issuing entity, provide the information required by Items 1110, 1111 and 1112 of this Regulation AB applied taking the revised pool composition into account in the Form 10-D report (Sec. 249.312 of this chapter) for the last required distribution of the fiscal year of the issuing entity. In addition, provide such updated information in the first Form 10-D report for the period in which the prefunding or revolving period ends (if applicable). However, no disclosure need be provided by this paragraph if the information has not materially changed from that previously provided in an Exchange Act report relating to the asset-backed securities or in an effective registration statement under the Securities Act or a prospectus timely filed pursuant to Sec. 230.424 of this chapter under the same Central Index Key (CIK) code regarding a subsequent issuance of asset-backed securities backed by a pool of assets that includes the pool assets that are the subject of this paragraph.
(c) Repurchases and replacements. (1) Provide the information required by Rule 15Ga-1(a) (17 CFR 240.15Ga-1(a)) concerning all assets of the pool that were subject of a demand to repurchase or replace for breach of the representations and warranties.
(1) Provide the information required by Rule 15Ga-1(a) (17 CFR 240.15Ga-1(a)) concerning all assets of the pool that were subject of a demand to repurchase or replace for breach of the representations and warranties.
(2) Include a reference to the most recent Form ABS-15G (17.CFR 249.1400) filed by the securitizer (as that term is defined in Section 15G(a) of the Securities Exchange Act of 1934) and disclose the CIK number of the securitizer.
(d) Asset review. (1) If during the distribution period a review of the underlying assets for compliance with the representations and warranties on the underlying assets is required, provide the following information, as applicable:
(1) If during the distribution period a review of the underlying assets for compliance with the representations and warranties on the underlying assets is required, provide the following information, as applicable:
(i) A description of the event(s) that triggered the review during the distribution period; and
(ii) If the asset representations reviewer provided to the trustee during the distribution period a report of the findings and conclusions of the review, a summary of the report.
(2) Change in asset representations reviewer. If during the distribution period an asset representations reviewer has resigned or has been removed, replaced or substituted, or if a new asset representations reviewer has been appointed, state the date the event occurred and the circumstances surrounding the change. If a new asset representations reviewer has been appointed, provide the disclosure required by Item 1109(b) (Sec. 229.1109(b)), as applicable, regarding such asset representations reviewer.
(e) Investor communication. Disclose any request received from an investor to communicate with other investors during the reporting period received by the party responsible for making the Form 10-D filings on or before the end date of a distribution period. The disclosure regarding the request to communicate is required to include the name of the investor making the request, the date the request was received, a statement to the effect that the party responsible for filing the Form 10-D (Sec. 249.312 of this chapter) has received a request from such investor, stating that such investor is interested in communicating with other investors with regard to the possible exercise of rights under the transaction agreements, and a description of the method by which other investors may contact the requesting investor.
Instruction to Item 1121(e). The party responsible for filing the Form 10-D (Sec. 249.312 of this chapter) is required to disclose an investor's interest to communicate only where the communication relates to an investor exercising its rights under the terms of the transaction agreement. [70 FR 1597, Jan. 7, 2005, as amended at 76 FR 4511, Jan. 26, 2011; 79 FR 57315, Sept. 24, 2014] Sec. 229.1122 (Item 1122) Compliance with applicable servicing criteria.
(a) Reports on assessment of compliance with servicing criteria for asset-backed securities. As required by paragraph (b) of Sec. 240.13a-18 or 240.15d-18 of this chapter, provide as an exhibit from each party participating in the servicing function a report on an assessment of compliance with the servicing criteria set forth in paragraph (d) of this section that contains the following:
(1) A statement of the party's responsibility for assessing compliance with the servicing criteria applicable to it;
(2) A statement that the party used the criteria in paragraph (d) of this section to assess compliance with the applicable servicing criteria;
(3) The party's assessment of compliance with the applicable servicing criteria as of and for the period ending the end of the fiscal year covered by the Form 10-K report (Sec. 249.310 of this chapter). This discussion must include disclosure of any material instance of noncompliance identified by the party; and
(4) A statement that a registered public accounting firm has issued an attestation report on the party's assessment of compliance with the applicable servicing criteria as of and for the period ending the end of the fiscal year covered by the Form 10-K report.
(b) Registered public accounting firm attestation reports. Provide the registered public accounting firm's attestation report required by paragraph (c) of Sec. 240.13a-18 or 240.15d-18 of this chapter on the party's assessment of compliance with the applicable servicing criteria as an exhibit.
(c) Additional disclosure for the Form 10-K report. (1) If any party's report on assessment of compliance with servicing criteria required by paragraph (a) of this section, or related registered public accounting firm attestation report required by paragraph (b) of this section, identifies any material instance of noncompliance with the servicing criteria, identify the material instance of noncompliance in the report on Form 10-K (Sec. 249.310 of this chapter). Also disclose whether the identified instance was determined to have involved the servicing of the assets backing the asset-backed securities covered in this Form 10-K report.
(1) If any party's report on assessment of compliance with servicing criteria required by paragraph (a) of this section, or related registered public accounting firm attestation report required by paragraph (b) of this section, identifies any material instance of noncompliance with the servicing criteria, identify the material instance of noncompliance in the report on Form 10-K (Sec. 249.310 of this chapter). Also disclose whether the identified instance was determined to have involved the servicing of the assets backing the asset-backed securities covered in this Form 10-K report.
(2) Discuss any steps taken to remedy a material instance of noncompliance previously identified by an asserting party for its activities with respect to asset-backed securities transactions taken as a whole involving such party and that are backed by the same asset type backing the asset-backed securities.
(3) If any party's report on assessment of compliance with servicing criteria required by paragraph (a) of this section, or related registered public accounting firm attestation report required by paragraph (b) of this section, is not included as an exhibit to the Form 10-K report, disclosure that the report is not included and an associated explanation must be provided in the report on Form 10-K.
(d) Servicing criteria--(1) General servicing considerations. (i) Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.
(1) General servicing considerations. (i) Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.
(i) Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.
(ii) If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party's performance and compliance with such servicing activities.
(iii) Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained.
(iv) A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.
(v) Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.
(2) Cash collection and administration. (i) Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days of receipt, or such other number of days specified in the transaction agreements.
(i) Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days of receipt, or such other number of days specified in the transaction agreements.
(ii) Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.
(iii) Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.
(iv) The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.
(v) Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, ``federally insured depository institution'' with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Sec. 240.13k-1(b)(1) of this chapter.
(vi) Unissued checks are safeguarded so as to prevent unauthorized access.
(vii) Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations:
(A) Are mathematically accurate;
(B) Are prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements;
(C) Are reviewed and approved by someone other than the person who prepared the reconciliation; and
(D) Contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.
(3) Investor remittances and reporting. (i) Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports:
(i) Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports:
(A) Are prepared in accordance with timeframes and other terms set forth in the transaction agreements;
(B) Provide information calculated in accordance with the terms specified in the transaction agreements;
(C) Are filed with the Commission as required by its rules and regulations; and
(D) Agree with investors' or the trustee's records as to the total unpaid principal balance and number of pool assets serviced by the servicer.
(ii) Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.
(iii) Disbursements made to an investor are posted within two business days to the servicer's investor records, or such other number of days specified in the transaction agreements.
(iv) Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
(4) Pool asset administration. (i) Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents.
(i) Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents.
(ii) Pool assets and related documents are safeguarded as required by the transaction agreements.
(iii) Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.
(iv) Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the applicable servicer's obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents.
(v) The servicer's records regarding the pool assets agree with the servicer's records with respect to an obligor's unpaid principal balance.
(vi) Changes with respect to the terms or status of an obligor's pool asset (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.
(vii) Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.
(viii) Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity's activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).
(ix) Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents.
(x) Regarding any funds held in trust for an obligor (such as escrow accounts):
(A) Such funds are analyzed, in accordance with the obligor's pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements;
(B) Interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and
(C) Such funds are returned to the obligor within 30 calendar days of full repayment of the related pool asset, or such other number of days specified in the transaction agreements.
(xi) Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.
(xii) Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer's funds and not charged to the obligor, unless the late payment was due to the obligor's error or omission.
(xiii) Disbursements made on behalf of an obligor are posted within two business days to the obligor's records maintained by the servicer, or such other number of days specified in the transaction agreements.
(xiv) Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.
(xv) Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of this Regulation AB, is maintained as set forth in the transaction agreements.
Instruction 1 to Item 1122: The assessment should cover all asset-backed securities transactions involving such party and that are backed by the same asset type backing the class of asset-backed securities which are the subject of the Commission filing. The asserting party may take into account divisions among transactions that are consistent with actual practices. However, if the asserting party includes in its platform less than all of the transactions backed by the same asset type that it services, a description of the scope of the platform should be included in the assessment.
Instruction 2 to Item 1122. If certain servicing criteria are not applicable to the asserting party based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving such party and that are backed by the same asset type backing the class of asset-backed securities, the inapplicability of the criteria must be disclosed in that asserting party's and the related registered public accounting firm's reports.
Instruction 3 to Item 1122. If multiple parties are participating in the servicing function, a separate assessment report and attestation report must be included for each party participating in the servicing function. A party participating in the servicing function means any entity (e.g., master servicer, primary servicers, trustees) that is performing activities that address the criteria in paragraph (d) of this section, unless such entity's activities relate only to 5% or less of the pool assets.
Instruction 4 to Item 1122. If the asset pool backing the asset-backed securities includes a pool asset representing an interest in or the right to the payments or cash flows of another asset pool and both the issuing entity for the asset-backed securities and the entity issuing the asset to be included in the issuing entity's asset pool were established under the direction of the same sponsor and depositor, see also Item 1100(d)(2) of this Regulation AB. [70 FR 1597, Jan. 7, 2005, as amended at 79 FR 57316, Sept. 24, 2014] Sec. 229.1123 (Item 1123) Servicer compliance statement.
Provide as an exhibit a statement of compliance from the servicer, signed by an authorized officer of such servicer, to the effect that:
(a) A review of the servicer's activities during the reporting period and of its performance under the applicable servicing agreement has been made under such officer's supervision.
(b) To the best of such officer's knowledge, based on such review, the servicer has fulfilled all of its obligations under the agreement in all material respects throughout the reporting period or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. Instruction to Item 1123: If multiple servicers are involved in servicing the pool assets, a separate servicer compliance statement is required from each servicer that meets the criteria in Item 1108(a)(2)(i) through (iii) of this Regulation AB. Sec. 229.1124 (Item 1124) Sponsor interest in the securities.
Provide information about any material change in the sponsor's, or an affiliate's, interest in the securities resulting from the purchase, sale or other acquisition or disposition of the securities by the sponsor, or an affiliate, during the period covered by the report. Describe the change, including the amount of change and the sponsor's, or the affiliate's, resulting interest in the transaction after the change.
Instruction to Item 1124. The disclosure required under this item shall separately state the resulting amount and nature of any interest or asset retained in compliance with law, including any amounts that are retained by parties other than the sponsor in order to satisfy such requirement. [79 FR 57316, Sept. 24, 2014] Sec. 229.1125 (Item 1125) Schedule AL--Asset-level information.
(a) The following definitions apply to the terms used in this schedule unless otherwise specified:
Debt service reduction. A modification of the terms of a loan resulting from a bankruptcy proceeding, such as a reduction of the amount of the monthly payment on the related mortgage loan.
Deficient valuation. A bankruptcy proceeding whereby the bankruptcy court may establish the value of the mortgaged property at an amount less than the then-outstanding principal balance of the mortgage loan secured by the mortgaged property or may reduce the outstanding principal balance of a mortgage loan.
Underwritten. The amount of revenues or expenses adjusted based on a number of assumptions made by the mortgage originator or seller.
(b) As required by Item 1111(h) (Sec. 229.1111(h)), provide asset-level information for each asset or security in the pool in the manner specified in appendix to Sec. 229.1125.
Appendix to Sec. 229.1125--Schedule AL
Item 1. Residential mortgages. If the asset pool includes residential mortgages, provide the following data and the data under Item 1 for each loan in the asset pool:
(a) Asset numbers. (1) Asset number type. Identify the source of the asset number used to specifically identify each asset in the pool.
(1) Asset number type. Identify the source of the asset number used to specifically identify each asset in the pool.
(2) Asset number. Provide the unique ID number of the asset.
Instruction to paragraph (a)(2): The asset number must reference a single asset within the pool and should be the same number that will be used to identify the asset for all reports that would be required of an issuer under Sections 13 or 15(d) of the Exchange Act (15 U.S.C. 78m or 78o(d)). If an asset is removed and replaced with another asset, the asset added to the pool should be assigned a unique asset number applicable to only that asset.
(3) Asset group number. For structures with multiple collateral groups, indicate the collateral group number in which the asset falls.
(b) Reporting period. (1) Reporting period begin date. Specify the beginning date of the reporting period.
(1) Reporting period begin date. Specify the beginning date of the reporting period.
(2) Reporting period end date. Specify the ending date of the reporting period.
(c) General information about the residential mortgage. (1) Original loan purpose. Specify the code which describes the purpose of the loan at the time the loan was originated.
(1) Original loan purpose. Specify the code which describes the purpose of the loan at the time the loan was originated.
(2) Originator. Identify the name of the entity that originated the loan.
(3) Original loan amount. Indicate the amount of the loan at the time the loan was originated.
(4) Original loan maturity date. Indicate the month and year in which the final payment on the loan is scheduled to be made at the time the loan was originated.
(5) Original amortization term. Indicate the number of months that would have been required to retire the mortgage loan through regular payments, as determined at the origination date of the loan. In the case of an interest-only loan, the original amortization term is the original term to maturity (other than in the case of a balloon loan). In the case of a balloon loan, the original amortization term is the number of months used to calculate the principal and interest payment due each month (other than the balloon payment).
(6) Original interest rate. Provide the rate of interest at the time the loan was originated.
(7) Accrual type. Provide the code that describes the method used to calculate interest on the loan.
(8) Original interest rate type. Indicate whether the interest rate on the loan is fixed, adjustable, step or other.
(9) Original interest only term. Indicate the number of months in which the obligor is permitted to pay only interest on the loan beginning from when the loan was originated.
(10) Underwriting indicator. Indicate whether the loan or asset met the criteria for the first level of solicitation, credit-granting or underwriting criteria used to originate the pool asset.
(11) Original lien position. Indicate the code that describes the priority of the lien against the subject property at the time the loan was originated.
(12) Information related to junior liens. If the loan is a first mortgage with subordinate liens, provide the following additional information for each non-first mortgage if obtained or available:
(i) Most recent junior loan balance. Provide the most recent combined balance of any subordinate liens.
(ii) Date of most recent junior loan balance. Provide the date of the most recent junior loan balance.
(13) Information related to non-first mortgages. For non-first mortgages, provide the following information if obtained or available:
(i) Most recent senior loan amount. Provide the total amount of the balances of all associated senior loans.
(ii) Date of most recent senior loan amount. Provide the date(s) of the most recent senior loan amount.
(iii) Loan type of most senior lien. Indicate the code that describes the loan type of the first mortgage.
(iv) Hybrid period of most senior lien. For non-first mortgages where the associated first mortgage is a hybrid ARM, provide the number of months remaining in the initial fixed interest rate period for the first mortgage.
(v) Negative amortization limit of most senior lien. For non-first mortgages where the associated first mortgage features negative amortization, indicate the negative amortization limit of the mortgage as a percentage of the original unpaid principal balance.
(vi) Origination date of most senior lien. Provide the origination date of the associated first mortgage.
(14) Prepayment penalty indicator. Indicate yes or no as to whether the loan includes a penalty charged to the obligor in the event of a prepayment.
(15) Negative amortization indicator. Indicate yes or no as to whether the loan allows negative amortization.
(16) Modification indicator. Indicate yes or no as to whether the loan has been modified from its original terms.
(17) Number of modifications. Provide the number of times that the loan has been modified.
(18) Mortgage insurance requirement indicator. Indicate yes or no as to whether mortgage insurance is or was required as a condition for originating the loan.
(19) Balloon indicator. Indicate yes or no as to whether the loan documents require a lump-sum to fully pay off the loan.
(20) Covered/High cost loan indicator. Indicate yes, no or unknown as to whether as of the end of the reporting period the loan is categorized as ``high cost,'' ``higher priced'' or ``covered'' according to applicable federal, state or local statutes, ordinances or regulations.
(21) Servicer-placed hazard insurance. Indicate yes, no or unknown as to whether as of the end of the reporting period the hazard insurance on the property is servicer-placed.
(22) Refinance cash-out amount. For any refinance loan that is a cash-out refinance provide the amount the obligor received after all other loans to be paid by the mortgage proceeds have been satisfied. For any refinance loan that is a no-cash-out refinance provide the result of the following calculation: [NEW LOAN AMOUNT]-[PAID OFF FIRST MORTGAGE LOAN AMOUNT]-[PAID OFF SECOND MORTGAGE LOAN AMOUNT]-[CLOSING COSTS].
(23) Total origination and discount points. Provide the amount paid to the lender to increase the lender's effective yield and, in the case of discount points, to reduce the interest rate paid by the obligor.
(24) Broker. Indicate yes or no as to whether a broker originated or was involved in the origination of the loan.
(25) Channel. Specify the code that describes the source from which the issuer obtained the loan.
(26) NMLS company number. Specify the National Mortgage License System (NMLS) registration number of the company that originated the loan.
(27) Buy down period. Indicate the total number of months during which any buy down is in effect, representing the accumulation of all buy down periods.
(28) Loan delinquency advance days count. Indicate the number of days after which a servicer can stop advancing funds on a delinquent loan.
(29) Information related to ARMs. If the loan is an ARM, provide the following additional information:
(i) Original ARM Index. Specify the code that describes the type and source of index to be used to determine the interest rate at each adjustment.
(ii) ARM Margin. Indicate the number of percentage points that is added to the index value to establish the new interest rate at each interest rate adjustment date.
(iii) Fully indexed interest rate. Indicate the fully indexed interest rate to which the obligor was underwritten.
(iv) Initial fixed rate period for hybrid ARM. If the interest rate is initially fixed for a period of time, indicate the number of months between the first payment date of the loan and the first interest rate adjustment date.
(v) Initial interest rate decrease. Indicate the maximum percentage by which the interest rate may decrease at the first interest rate adjustment date.
(vi) Initial interest rate increase. Indicate the maximum percentage by which the interest rate may increase at the first interest rate adjustment date.
(vii) Index look-back. Provide the number of days prior to an interest rate effective date used to determine the appropriate index rate.
(viii) Subsequent interest rate reset period. Indicate the number of months between subsequent rate adjustments.
(ix) Lifetime rate ceiling. Indicate the percentage of the maximum interest rate that can be in effect during the life of the loan.
(x) Lifetime rate floor. Indicate the percentage of the minimum interest rate that can be in effect during the life of the loan.
(xi) Subsequent interest rate decrease. Provide the maximum number of percentage points by which the interest rate may decrease at each rate adjustment date after the initial adjustment.
(xii) Subsequent interest rate increase. Provide the maximum number of percentage points by which the interest rate may increase at each rate adjustment date after the initial adjustment.
(xiii) Subsequent payment reset period. Indicate the number of months between payment adjustments after the first interest rate adjustment date.
(xiv) ARM round indicator. Indicate the code that describes whether an adjusted interest rate is rounded to the next higher adjustable rate mortgage round factor, to the next lower round factor, or to the nearest round factor.
(xv) ARM round percentage. Indicate the percentage to which an adjusted interest rate is to be rounded.
(xvi) Option ARM indicator. Indicate yes or no as to whether the loan is an option ARM.
(xvii) Payment method after recast. Specify the code that describes the means of computing the lowest monthly payment available to the obligor after recast.
(xviii) Initial minimum payment. Provide the amount of the initial minimum payment the obligor is permitted to make.
(xix) Convertible indicator. Indicate yes or no as to whether the obligor of the loan has an option to convert an adjustable interest rate to a fixed interest rate during a specified conversion window.
(xx) HELOC indicator. Indicate yes or no as to whether the loan is a home equity line of credit (HELOC).
(xxi) HELOC draw period. Indicate the original maximum number of months from the month the loan was originated during which the obligor may draw funds against the HELOC account.
(30) Information related to prepayment penalties. If the obligor is subject to prepayment penalties, provide the following additional information:
(i) Prepayment penalty calculation. Specify the code that describes the method for calculating the prepayment penalty for the loan.
(ii) Prepayment penalty type. Specify the code that describes the type of prepayment penalty.
(iii) Prepayment penalty total term. Provide the total number of months after the origination of the loan that the prepayment penalty may be in effect.
(iv) Prepayment penalty hard term. For hybrid prepayment penalties, provide the number of months after the origination of the loan during which a ``hard'' prepayment penalty applies.
(31) Information related to negative amortization. If the loan allows for negative amortization, provide the following additional information:
(i) Negative amortization limit. Specify the maximum amount of negative amortization that is allowed before recalculating a fully amortizing payment based on the new loan balance.
(ii) Initial negative amortization recast period. Indicate the number of months after the origination of the loan that negative amortization is allowed.
(iii) Subsequent negative amortization recast period. Indicate the number of months after which the payment is required to recast after the first amortization recast period.
(iv) Negative amortization balance amount. Provide the amount of the negative amortization balance accumulated as of the end of the reporting period.
(v) Initial fixed payment period. Indicate the number of months after the origination of the loan during which the payment is fixed.
(vi) Initial periodic payment cap. Indicate the maximum percentage by which a payment can increase in the first amortization recast period.
(vii) Subsequent periodic payment cap. Indicate the maximum percentage by which a payment can increase in one amortization recast period after the initial cap.
(viii) Initial minimum payment reset period. Provide the maximum number of months after the origination of the loan that an obligor can initially pay the minimum payment before a new minimum payment is determined.
(ix) Subsequent minimum payment reset period. Provide the maximum number of months after the initial period an obligor can pay the minimum payment before a new minimum payment is determined.
(x) Minimum payment. Provide the amount of the minimum payment due during the reporting period.
(d) Information related to the property. (1) Geographic location. Specify the location of the property by providing the two-digit zip code.
(1) Geographic location. Specify the location of the property by providing the two-digit zip code.
(2) Occupancy status. Specify the code that describes the property occupancy status at the time the loan was originated.
(3) Most recent occupancy status. If a property inspection has been performed after the loan is originated, provide the code that describes the manner in which the property is occupied.
(4) Property type. Specify the code that describes the type of property that secures the loan.
(5) Most recent property value. If an additional property valuation was obtained by any transaction party or its affiliates after the original appraised property value, provide the most recent property value obtained.
(6) Most recent property valuation type. Specify the code that describes the method by which the most recent property value was reported.
(7) Most recent property valuation date. Specify the date on which the most recent property value was reported.
(8) Most recent AVM model name. Provide the code indicating the name of the AVM model if an AVM was used to determine the most recent property value.
(9) Most recent AVM confidence score. If an additional AVM was obtained by any transaction party or its affiliates after the original valuation, provide the confidence score presented on the most recent AVM report.
(10) Original combined loan-to-value. Provide the ratio obtained by dividing the amount of all known outstanding mortgage liens on a property at origination by the lesser of the original appraised property value or the sales price.
(11) Original loan-to-value. Provide the ratio obtained by dividing the amount of the original mortgage loan at origination by the lesser of the original appraised property value or the sales price.
(e) Information related to the obligor. (1) Original number of obligors. Indicate the number of obligors who are obligated to repay the mortgage note at the time the loan was originated.
(1) Original number of obligors. Indicate the number of obligors who are obligated to repay the mortgage note at the time the loan was originated.
(2) Original obligor credit score. Provide the standardized credit score of the obligor used to evaluate the obligor during the loan origination process.
(3) Original obligor credit score type. Specify the type of the standardized credit score used to evaluate the obligor during the loan origination process.
(4) Most recent obligor credit score. If an additional credit score was obtained by any transaction party or its affiliates after the original credit score, provide the most recently obtained standardized credit score of the obligor.
(5) Most recent obligor credit score type. Specify the type of the most recently obtained standardized credit score of the obligor.
(6) Date of most recent obligor credit score. Provide the date of the most recently obtained standardized credit score of the obligor.
(7) Obligor income verification level. Indicate the code describing the extent to which the obligor's income was verified during the loan origination process.
(8) 4506--T Indicator. Indicate yes or no whether a Transcript of Tax Return (received pursuant to the filing of IRS Form 4506-T) was obtained and considered.
(9) Originator front-end debt-to-income (DTI). Provide the front-end DTI ratio used by the originator to qualify the loan.
(10) Originator back-end DTI. Provide the back-end DTI ratio used by the originator to qualify the loan.
(11) Obligor employment verification. Indicate the code describing the extent to which the obligor's employment was verified during the loan origination process.
(12) Length of employment--obligor. Indicate whether the obligor was employed by its current employer for greater than 24 months at the time the loan was originated.
(13) Obligor asset verification. Indicate the code describing the extent to which the obligor's assets used to qualify the loan was verified during the loan origination process.
(14) Original pledged assets. If the obligor(s) pledged financial assets to the lender instead of making a down payment, provide the total value of assets pledged as collateral for the loan at the time of origination.
(15) Qualification method. Specify the code that describes the type of mortgage payment used to qualify the obligor for the loan.
(f) Information related to mortgage insurance. If mortgage insurance is required on the mortgage, provide the following additional information:
(1) Mortgage insurance company name. Provide the name of the entity providing mortgage insurance for the loan.
(2) Mortgage insurance coverage. Indicate the total percentage of the original loan balance that is covered by mortgage insurance.
(3) Pool insurance company. Provide the name of the pool insurance provider.
(4) Pool insurance stop loss percent. Provide the aggregate amount that the pool insurance company will pay, calculated as a percentage of the pool balance.
(5) Mortgage insurance coverage plan type. Specify the code that describes the coverage category of the mortgage insurance applicable to the loan.
(g) Information related to activity on the loan. (1) Asset added indicator. Indicate yes or no whether the asset was added to the pool during the reporting period.
Instruction to paragraph (g)(1): A response to this data point is required only when assets are added to the asset pool after the final prospectus under Sec. 230.424 of this chapter is filed.
(2) Remaining term to maturity. Indicate the number of months from the end of the reporting period to the loan maturity date.
(3) Modification indicator--reporting period. Indicate yes or no whether the asset was modified during the reporting period.
(4) Next payment due date. For loans that have not been paid off, indicate the next payment due date.
(5) Advancing method. Specify the code that indicates a servicer's responsibility for advancing principal or interest on delinquent loans.
(6) Servicing advance methodology. Indicate the code that describes the manner in which principal and/or interest are advanced by the servicer.
(7) Stop principal and interest advance date. Provide the first payment due date for which the servicer ceased advancing principal or interest.
(8) Reporting period beginning loan balance. Indicate the outstanding principal balance of the loan as of the beginning of the reporting period.
(9) Reporting period beginning scheduled loan balance. Indicate the scheduled principal balance of the loan as of the beginning of the reporting period.
(10) Next reporting period payment amount due. Indicate the total payment due to be collected in the next reporting period.
(11) Reporting period interest rate. Indicate the interest rate in effect during the reporting period.
(12) Next interest rate. For loans that have not been paid off, indicate the interest rate that is in effect for the next reporting period.
(13) Servicing fee--percentage. If the servicing fee is based on a percentage, provide the percentage used to calculate the aggregate servicing fee.
(14) Servicing fee--flat-fee. If the servicing fee is based on a flat-fee amount, indicate the monthly servicing fee paid to all servicers.
(15) Other assessed but uncollected servicer fees. Provide the cumulative amount of late charges and other fees that have been assessed by the servicer, but not paid by the obligor.
(16) Other loan-level servicing fee(s) retained by the servicer. Provide the amount of all other fees earned by loan administrators during the reporting period that reduced the amount of funds remitted to the issuing entity (including subservicing, master servicing, trustee fees, etc.).
(17) Scheduled interest amount. Indicate the interest payment amount that was scheduled to be collected during the reporting period.
(18) Other interest adjustments. Indicate any unscheduled interest adjustments during the reporting period.
(19) Scheduled principal amount. Indicate the principal payment amount that was scheduled to be collected during the reporting period.
(20) Other principal adjustments. Indicate any other amounts that caused the principal balance of the loan to be decreased or increased during the reporting period.
(21) Reporting period ending actual balance. Indicate the actual balance of the loan as of the end of the reporting period.
(22) Reporting period ending scheduled balance. Indicate the scheduled principal balance of the loan as of the end of the reporting period.
(23) Reporting period scheduled payment amount. Indicate the total payment amount that was scheduled to be collected during the reporting period (including all fees and escrows).
(24) Total actual amount paid. Indicate the total payment (including all escrows) paid to the servicer during the reporting period.
(25) Actual interest collected. Indicate the gross amount of interest collected during the reporting period, whether or not from the obligor.
(26) Actual principal collected. Indicate the amount of principal collected during the reporting period, whether or not from the obligor.
(27) Actual other amounts collected. Indicate the total of any amounts, other than principal and interest, collected during the reporting period, whether or not from the obligor.
(28) Paid through date. Provide the date the loan's scheduled principal and interest is paid through as of the end of the reporting period.
(29) Interest paid through date. Provide the date through which interest is paid with the payment received during the reporting period, which is the effective date from which interest will be calculated for the application of the next payment.
(30) Paid-in-full amount. Provide the scheduled loan ``paid-in-full'' amount (principal) (do not include the current month's scheduled principal). Applies to all liquidations and loan payoffs.
(31) Information related to servicer advances.
(i) Servicer advanced amount--principal. Provide the total amount the servicer advanced for the reporting period for due but unpaid principal on the loan.
(ii) Servicer advanced amounts repaid--principal. Provide the total amount of any payments made by the obligor during the reporting period that was applied to outstanding advances of due but unpaid principal on the loan.
(iii) Servicer advances cumulative--principal. Provide the outstanding cumulative amount of principal advances made by the servicer as of the end of the reporting period, including amounts advanced for the reporting period.
(iv) Servicer advanced amount--interest. Provide the total amount the servicer advanced for the reporting period for due but unpaid interest on the loan.
(v) Servicer advanced amounts repaid--interest. Provide the total amount of any payments made by the obligor during the reporting period that was applied to outstanding advances of due but unpaid interest on the loan.
(vi) Servicer advances cumulative--interest. Provide the outstanding cumulative amount of interest advances made by the servicer as of the end of the reporting period, including amounts advanced for the reporting period.
(vii) Servicer advanced amount--taxes and insurance. Provide the total amount the servicer advanced for the reporting period for due but unpaid property tax and insurance payments (escrow amounts).
(viii) Servicer advanced amount repaid--taxes and insurance. Provide the total amount of any payment made by the obligor during the reporting period that was applied to outstanding advances of due but unpaid escrow amounts.
(ix) Servicer advances cumulative--taxes and insurance. Provide the outstanding cumulative amount of escrow advances made by the servicer as of the end of the reporting period, including amounts advanced for the reporting period.
(x) Servicer advanced amount--corporate. Provide the total amount the servicer advanced for property inspection and preservation expenses for the reporting period.
(xi) Servicer advanced amount repaid--corporate. Provide the total amount of any payments made by the obligor during the reporting period that was applied to outstanding corporate advances.
(xii) Servicer advances cumulative--corporate. Provide the outstanding cumulative amount of corporate advances made by the servicer as of the end of the reporting period, including amounts advanced for the reporting period.
Instruction to paragraph (g)(31): For loans modified or liquidated during a reporting period the data provided in response to this paragraph (g)(31) is to be information as of the liquidation date or modification date, as applicable.
(32) Zero balance loans. If the loan balance was reduced to zero during the reporting period, provide the following additional information about the loan.
(i) Zero balance effective date. Provide the date on which the loan balance was reduced to zero.
(ii) Zero balance code. Provide the code that indicates the reason the loan's balance was reduced to zero.
(33) Most recent 12-month pay history. Provide the string that indicates the payment status per month listed from oldest to most recent.
(34) Number of payments past due. Indicate the number of payments the obligor is past due as of the end of the reporting period.
(35) Information related to activity on ARM loans. If the loan is an ARM, provide the following additional information.
(i) Rate at next reset. Provide the interest rate that will be used to determine the next scheduled interest payment, if known.
(ii) Next payment change date. Provide the next date that the amount of scheduled principal and/or interest is scheduled to change.
(iii) Next interest rate change date. Provide the next scheduled date on which the interest rate is scheduled to change.
(iv) Payment at next reset. Provide the principal and interest payment due after the next scheduled interest rate change, if known.
(v) Exercised ARM conversion option indicator. Indicate yes or no whether the obligor exercised an option to convert an ARM loan to a fixed interest rate loan during the reporting period.
(h) Information related to servicers. (1) Primary servicer. Indicate the name of the entity that serviced the loan during the reporting period.
(1) Primary servicer. Indicate the name of the entity that serviced the loan during the reporting period.
(2) Most recent servicing transfer received date. If a loan's servicing has been transferred, provide the effective date of the most recent servicing transfer.
(3) Master servicer. Provide the name of the entity that served as master servicer during the reporting period, if applicable.
(4) Special servicer. Provide the name of the entity that served as special servicer during the reporting period, if applicable.
(5) Subservicer. Provide the name of the entity that served as a subservicer during the reporting period, if applicable.
(i) Asset subject to demand. Indicate yes or no whether during the reporting period the loan was the subject of a demand to repurchase or replace for breach of representations and warranties, including investor demands upon a trustee. If the loan is the subject of a demand to repurchase or replace for breach of representations and warranties, including investor demands upon a trustee, provide the following additional information:
(1) Status of asset subject to demand. Indicate the code that describes the status of the repurchase or replacement demand as of the end of the reporting period.
(2) Repurchase amount. Provide the amount paid to repurchase the loan from the pool.
(3) Demand resolution date. Indicate the date the loan repurchase or replacement demand was resolved.
(4) Repurchaser. Specify the name of the repurchaser.
(5) Repurchase or replacement reason. Indicate the code that describes the reason for the repurchase or replacement.
(j) Information related to loans that have been charged off. If the loan has been charged off, provide the following additional information:
(1) Charged-off principal amount. Specify the total amount of uncollected principal charged off.
(2) Charged-off interest amount. Specify the total amount of uncollected interest charged off.
(k) [Reserved]
(l) Loss mitigation type indicator. Indicate the code that describes the type of loss mitigation the servicer is pursuing with the obligor, loan, or property as of the end of the reporting period.
(m) Information related to loan modifications. If the loan has been modified from its original terms, provide the following additional information about the most recent loan modification:
(1) Most recent loan modification event type. Specify the code that describes the most recent action that has resulted in a change or changes to the loan note terms.
(2) Effective date of the most recent loan modification. Provide the date on which the most recent modification of the loan has gone into effect.
(3) Post-modification maturity date. Provide the loan's maturity date as of the modification effective payment date.
(4) Post-modification interest rate type. Indicate whether the interest rate type on the loan after the modification is fixed, adjustable, step, or other.
(5) Post-modification amortization type. Indicate the amortization type after modification.
(6) Post-modification interest rate. Provide the interest rate in effect as of the modification effective payment date.
(7) Post-modification first payment date. Indicate the date of the first payment due after the loan modification.
(8) Post-modification loan balance. Provide the loan balance as of the modification effective payment date as reported on the modification documents.
(9) Post-modification principal and interest payment. Provide total principal and interest payment amount as of the modification effective payment date.
(10) Total capitalized amount. Provide the amount added to the principal balance of the loan due to the modification.
(11) Income verification indicator (at modification). Indicate yes or no whether a Transcript of Tax Return (received pursuant to the filing of IRS Form 4506-T) was obtained and considered during the loan modification process.
(12) Modification front-end DTI. Provide the front-end DTI ratio used to qualify the modification.
(13) Modification back-end DTI. Provide the back-end DTI ratio used to qualify the modification.
(14) Total deferred amount. Provide the deferred amount that is non-interest bearing.
(15) Forgiven principal amount (cumulative). Provide the total amount of all principal balance reductions as a result of loan modifications over the life of the loan.
(16) Forgiven principal amount (reporting period). Provide the total principal balance reduction as a result of a loan modification during the reporting period.
(17) Forgiven interest amount (cumulative). Provide the total amount of all interest forgiven as a result of loan modifications over the life of the loan.
(18) Forgiven interest amount (reporting period). Provide the total gross interest forgiven as a result of a loan modification during the reporting period.
(19) Actual ending balance--total debt owed. For a loan with principal forbearance, provide the sum of the actual ending balance field plus the principal deferred amount. For all other loans, provide the actual ending balance.
(20) Scheduled ending balance--total debt owed. For a loan with principal forbearance, provide the sum of the scheduled ending balance field plus the deferred amount. For all other loans, provide the scheduled ending balance.
(21) Information related to ARM loan modifications. If the loan was an ARM before and after the most recent modification, provide the following additional information:
(i) Post-modification ARM indicator. Indicate whether the loan's existing ARM parameters have changed per the modification agreement.
(ii) Post-modification ARM index. Specify the code that describes the index on which an adjustable interest rate is based as of the modification effective payment date.
(iii) Post-modification margin. Provide the margin as of the modification effective payment date. The margin is the number of percentage points added to the index to establish the new rate.
(iv) Post-modification interest reset period (if changed). Provide the number of months of the interest reset period of the loan as of the modification effective payment date.
(v) Post-modification next reset date. Provide the next interest reset date as of the modification effective payment date.
(vi) Post-modification index lookback. Provide the number of days prior to an interest rate effective date used to determine the appropriate index rate as of the modification effective payment date.
(vii) Post-modification ARM round indicator. Indicate the code that describes whether an adjusted interest rate is rounded to the next higher adjustable rate mortgage round factor, to the next lower round factor, or to the nearest round factor as of the modification effective payment date.
(viii) Post-modification ARM round percentage. Indicate the percentage to which an adjusted interest rate is to be rounded as of the modification effective payment date.
(ix) Post-modification initial minimum payment. Provide the amount of the initial minimum payment the obligor is permitted to make as of the modification effective payment date.
(x) Post-modification next payment adjustment date. Provide the due date on which the next payment adjustment is scheduled to occur for an ARM loan per the modification agreement.
(xi) Post-modification ARM payment recast frequency. Provide the payment recast frequency of the loan (in months) per the modification agreement.
(xii) Post-modification lifetime rate floor. Provide the minimum rate of interest that may be applied to an adjustable rate loan over the course of the loan's life as of the modification effective payment date.
(xiii) Post-modification lifetime rate ceiling. Provide the maximum rate of interest that may be applied to an adjustable rate loan over the course of the loan's life as of the modification effective payment date.
(xiv) Post-modification initial interest rate increase. Indicate the maximum percentage by which the interest rate may increase at the first interest rate adjustment date after the loan modification.
(xv) Post-modification initial interest rate decrease. Provide the maximum percentage by which the interest rate may adjust downward on the first interest rate adjustment date after the loan modification.
(xvi) Post-modification subsequent interest rate increase. Provide the maximum number of percentage points by which the rate may increase at each rate adjustment date after the initial rate adjustment as of the modification effective payment date.
(xvii) Post-modification subsequent interest rate decrease. Provide the maximum number of percentage points by which the interest rate may decrease at each rate adjustment date after the initial adjustment as of the modification effective payment date.
(xviii) Post-modification payment cap. Provide the percentage value by which a payment may increase or decrease in one period as of the modification effective payment date.
(xix) Post-modification payment method after recast. Specify the code that describes the means of computing the lowest monthly payment available to the obligor after recast as of the modification effective payment date.
(xx) Post-modification ARM interest rate teaser period. Provide the duration in months that the teaser interest rate is in effect as of the modification effective payment date.
(xxi) Post-modification payment teaser period. Provide the duration in months that the teaser payment is in effect as of the modification effective payment date.
(xxii) Post-modification ARM negative amortization indicator. Indicate yes or no whether a negative amortization feature is part of the loan as of the modification effective payment date.
(xxiii) Post-modification ARM negative amortization cap. Provide the maximum percentage of negative amortization allowed on the loan as of the modification effective payment date.
(22) Information related to loan modifications involving interest-only periods. If the loan terms for the most recent loan modification include an interest only period, provide the following additional information:
(i) Post-modification interest-only term. Provide the number of months of the interest-only period from the modification effective payment date.
(ii) Post-modification interest-only last payment date. Provide the date of the last interest-only payment as of the modification effective payment date.
(23) Post-modification balloon payment amount. Provide the new balloon payment amount due at maturity as a result of the loan modification, not including deferred amounts.
(24) Information related to step loans. If the loans terms for the most recent loan modification agreement call for the interest rate to step up over time, provide the following additional information:
(i) Post-modification interest rate step indicator. Indicate whether the terms of the modification agreement call for the interest rate to step up over time.
(ii) Post-modification step interest rate. Provide the rate(s) that will apply at each change date as stated in the loan modification agreement. All rates must be provided, not just the first change rate, unless there is only a single change date.
(iii) Post-modification step date. Provide the date(s) at which the next rate and/or payment change will occur per the loan modification agreement. All dates must be provided, not just the first change, unless there is only a single change date.
(iv) Post-modification--step principal and interest. Provide the principal and interest payment(s) that will apply at each change date as stated in the loan modification agreement. All payments must be provided, not just the first change payment, unless there is only a single change date.
(v) Post-modification--number of steps. Provide the total number of step rate adjustments under the step agreement.
(vi) Post-modification maximum future rate under step agreement. Provide the maximum interest rate to which the loan will step up.
(vii) Post-modification date of maximum rate under step agreement. Provide the date on which the maximum interest rate will be reached.
(25) Non-interest bearing principal deferred amount (cumulative). Provide the total amount of principal deferred (or forborne) by the modification that is not subject to interest accrual.
(26) Non-interest bearing principal deferred amount (reporting period). Provide the total amount of principal deferred by the modification that is not subject to interest accrual.
(27) Recovery of deferred principal (reporting period). Provide the amount of deferred principal collected from the obligor during the reporting period.
(28) Non-interest bearing deferred paid-in-full amount. If the loan had a principal forbearance and was paid in full or liquidated, provide the amount paid towards the amount of the principal forbearance.
(29) Non-interest bearing deferred interest and fees amount (reporting period). Provide the total amount of interest and expenses deferred by the modification that is not subject to interest accrual during the reporting period.
(30) Non-interest bearing deferred interest and fees amount (cumulative). Provide the total amount of interest and expenses deferred by the modification that is not subject to interest accrual.
(31) Recovery of deferred interest and fees (reporting period). Provide the amount of deferred interest and fees collected during the reporting period.
(n) Information related to forbearance or trial modification. If the type of loss mitigation is forbearance or a trial modification, provide the following additional information. A forbearance plan refers to a period during which either no payment or a payment amount less than the contractual obligation is required from the obligor. A trial modification refers to a temporary loan modification during which an obligor's application for a permanent loan modification is under evaluation.
(1) Most recent forbearance plan or trial modification start date. Provide the date on which a payment change pursuant to the most recent forbearance plan or trial modification started.
(2) Most recent forbearance plan or trial modification scheduled end date. Provide the date on which a payment change pursuant to the most recent forbearance plan or trial modification is scheduled to end.
(3) Most recent trial modification violated date. Provide the date on which the obligor ceased complying with the terms of the most recent trial modification.
(o) Information related to repayment plan. If the type of loss mitigation is a repayment plan, provide the following additional information. A repayment plan refers to a period during which an obligor has agreed to make monthly mortgage payments greater than the contractual installment in an effort to bring a delinquent loan current.
(1) Most recent repayment plan start date. Provide the date on which the most recent repayment plan started.
(2) Most recent repayment plan scheduled end date. Provide the date on which the most recent repayment plan is scheduled to end.
(3) Most recent repayment plan violated date. Provide the date on which the obligor ceased complying with the terms of the most recent repayment plan.
(p) Information related to short sales. Short sale refers to the process in which a servicer workers with a delinquent obligor to sell the property prior to the foreclosure sale. If the type of loss mitigation is short sale, provide the following information:
(1) Short sale accepted offer amount. Provide the amount accepted for a pending short sale.
(2) [Reserved]
(q) Information related to loss mitigation exit. If the loan has exited loss mitigation efforts during the reporting period, provide the following additional information:
(1) Most recent loss mitigation exit date. Provide the date on which the servicer deemed the most recent loss mitigation effort to have ended.
(2) Most recent loss mitigation exit code. Indicate the code that describes the reason the most recent loss mitigation effort ended.
(r) Information related to loans in the foreclosure process. If the loan is in foreclosure, provide the following additional information:
(1) Attorney referral date. Provide the date on which the loan was referred to a foreclosure attorney.
(2) Foreclosure delay reason. Indicate the code that describes the reason for delay within the foreclosure process.
(3) Foreclosure exit date. If the loan exited foreclosure during the reporting period, provide the date on which the loan exited foreclosure.
(4) Foreclosure exit reason. If the loan exited foreclosure during the reporting period, indicate the code that describes the reason the foreclosure proceeding ended.
(5) NOI Date. If a notice of intent (NOI) has been sent, provide the date on which the servicer sent the NOI correspondence to the obligor informing the obligor of the acceleration of the loan and pending initiation of foreclosure action.
(s) Information related to REO. REO (Real Estate Owned) refers to property owned by a lender after an unsuccessful sale at a foreclosure auction. If the loan is REO, provide the following additional information:
(1) Most recent accepted REO offer amount. If an REO offer has been accepted, provide the amount accepted for the REO sale.
(2) Most recent accepted REO offer date. If an REO offer has been accepted, provide the date on which the REO sale amount was accepted.
(3) Gross liquidation proceeds. If the REO sale has closed, provide the gross amount due to the issuing entity as reported on Line 420 of the HUD-1 settlement statement.
(4) Net sales proceeds. If the REO sale has closed, provide the net proceeds received from the escrow closing (before servicer reimbursement).
(5) Reporting period loss amount passed to issuing entity. Provide the cumulative loss amount passed through to the issuing entity during the reporting period, including subsequent loss adjustments and any forgiven principal as a result of a modification that was passed through to the issuing entity.
(6) Cumulative total loss amount passed to issuing entity. Provide the loss amount passed through to the issuing entity to date, including any forgiven principal as a result of a modification that was passed through to the issuing entity.
(7) Subsequent recovery amount. Provide the reporting period amount recovered subsequent to the initial gain/loss recognized at the time of liquidation.
(8) Eviction indicator. Indicate whether an eviction process has begun.
(9) REO exit date. If the loan exited REO during the reporting period, provide the date on which the loan exited REO status.
(10) REO exit reason. If the loan exited REO during the reporting period, indicate the code that describes the reason the loan exited REO status.
(t) Information related to losses.
(1) Information related to loss claims.
(i) UPB at liquidation. Provide the actual unpaid principal balance (UPB) at the time of liquidation.
(ii) Servicing fees claimed. Provide the amount of accrued servicing fees claimed at time of servicer reimbursement after liquidation.
(iii) Servicer advanced amounts reimbursed--principal. Provide the total amount of unpaid principal advances made by the servicer that were reimbursed to the servicer.
(iv) Servicer advanced amounts reimbursed--interest. Provide the total amount of unpaid interest advances made by the servicer that were reimbursed to the servicer.
(v) Servicer advanced amount reimbursed--taxes and insurance. Provide the total amount of any unpaid escrow amounts advanced by the servicer that were reimbursed to the servicer.
(vi) Servicer advanced amount reimbursed--corporate. Provide the total amount of any outstanding advances of property inspection and preservation expenses made by the servicer that were reimbursed to the servicer.
(vii) REO management fees. If the loan is in REO, provide the total amount of REO management fees (including auction fees) paid over the life of the loan.
(viii) Cash for keys/cash for deed. Provide the total amount paid to the obligor or tenants in exchange for vacating the property, or the payment to the obligor to accelerate a deed-in-lieu process or complete a redemption period.
(ix) Performance incentive fees. Provide the total amount paid to the servicer in exchange for carrying out a deed-in-lieu or short sale or similar activities.
(2) [Reserved]
(u) Information related to mortgage insurance claims. If a mortgage insurance claim (MI claim) has been submitted to the primary mortgage insurance company for reimbursement, provide the following additional information:
(1) MI claim filed date. Provide the date on which the servicer filed an MI claim.
(2) MI claim amount. Provide the amount of the MI claim filed by the servicer.
(3) MI claim paid date. If the MI claim has been paid, provide the date on which the MI company paid the MI claim.
(4) MI claim paid amount. If the MI claim has been decided, provide the amount of the claim paid by the MI company.
(5) MI claim denied/rescinded date. If the MI claim has been denied or rescinded, provide the final MI denial date after all servicer appeals.
(6) Marketable title transferred date. If the deed for the property has been conveyed to the MI company, provide the date of actual title conveyance to the MI company.
(v) Information related to delinquent loans. (1) Non-pay status. Indicate the code that describes the delinquency status of the loan.
(1) Non-pay status. Indicate the code that describes the delinquency status of the loan.
(2) Reporting action code. Further indicate the code that defines the default/delinquent status of the loan.
Item 2. Commercial mortgages. If the asset pool includes commercial mortgages, provide the following data for each loan in the asset pool:
(a) Asset numbers. (1) Asset number type. Identify the source of the asset number used to specifically identify each asset in the pool.
(1) Asset number type. Identify the source of the asset number used to specifically identify each asset in the pool.
(2) Asset number. Provide the unique ID number of the asset.
Instruction to paragraph (a)(2): The asset number must reference a single asset within the pool and should be the same number that will be used to identify the asset for all reports that would be required of an issuer under Sections 13 or 15(d) of the Exchange Act (15 U.S.C. 78m or 78o(d)). If an asset is removed and replaced with another asset, the asset added to the pool should be assigned a unique asset number applicable to only that asset.
(3) Group ID. Indicate the alpha-numeric code assigned to each loan group within a securitization.
(b) Reporting period. (1) Reporting period begin date. Specify the beginning date of the reporting period.
(1) Reporting period begin date. Specify the beginning date of the reporting period.
(2) Reporting period end date. Specify the ending date of the reporting period.
(c) General information about the commercial mortgage. (1) Originator. Identify the name or MERS organization number of the originator entity.
(1) Originator. Identify the name or MERS organization number of the originator entity.
(2) Origination date. Provide the date the loan was originated.
(3) Original loan amount. Indicate the amount of the loan at the time the loan was originated.
(4) Original loan term. Indicate the term of the loan in months at the time the loan was originated.
(5) Maturity date. Indicate the date the final scheduled payment is due per the loan documents.
(6) Original amortization term. Indicate the number of months that would have been required to retire the loan through regular payments, as determined at the origination date of the loan.
(7) Original interest rate. Provide the rate of interest at the time the loan was originated.
(8) Interest rate at securitization. Indicate the annual gross interest rate used to calculate interest for the loan as of securitization.
(9) Interest accrual method. Provide the code that indicates the ``number of days'' convention used to calculate interest.
(10) Original interest rate type. Indicate whether the interest rate on the loan is fixed, adjustable, step or other.
(11) Original interest-only term. Indicate the number of months in which the obligor is permitted to pay only interest on the loan.
(12) First loan payment due date. Provide the date on which the borrower must pay the first full interest and/or principal payment due on the mortgage in accordance with the loan documents.
(13) Underwriting indicator. Indicate whether the loan or asset met the criteria for the first level of solicitation, credit-granting or underwriting criteria used to originate the pool asset.
(14) Lien position at securitization. Indicate the code that describes the lien position for the loan as of securitization.
(15) Loan structure. Indicate the code that describes the type of loan structure including the seniority of participated mortgage loan components. The code relates to the loan within the securitization.
(16) Payment type. Indicate the code that describes the type or method of payment for a loan.
(17) Periodic principal and interest payment at securitization. Provide the total amount of principal and interest due on the loan in effect as of securitization.
(18) Scheduled principal balance at securitization. Indicate the outstanding scheduled principal balance of the loan as of securitization.
(19) Payment frequency. Indicate the code that describes the frequency mortgage loan payments are required to be made.
(20) Number of properties at securitization. Provide the number of properties which serve as mortgage collateral for the loan as of securitization.
(21) Number of properties. Provide the number of properties which serve as mortgage collateral for the loan as of the end of the reporting period.
(22) Grace days allowed. Provide the number of days after a mortgage payment is due in which the lender will not require a late payment charge in accordance with the loan documents. Does not include penalties associated with default interest.
(23) Interest only indicator. Indicate yes or no whether this is a loan for which scheduled interest only is payable, whether for a temporary basis or until the full loan balance is due.
(24) Balloon indicator. Indicate yes or no whether the loan documents require a lump-sum payment of principal at maturity.
(25) Prepayment premium indicator. Indicate yes or no whether the obligor is subject to prepayment penalties.
(26) Negative amortization indicator. Indicate yes or no whether negative amortization (interest shortage) amounts are permitted to be added back to the unpaid principal balance of the loan if monthly payments should fall below the true amortized amount.
(27) Modification indicator. Indicate yes or no whether the loan has been modified from its original terms.
(28) Information related to ARMs. If the loan is an ARM, provide the following additional information for each loan:
(i) ARM index. Specify the code that describes the index on which an adjustable interest rate is based.
(ii) First rate adjustment date. Provide the date on which the first interest rate adjustment becomes effective (subsequent to loan securitization).
(iii) First payment adjustment date. Provide the date on which the first adjustment to the regular payment amount becomes effective (after securitization).
(iv) ARM margin. Indicate the spread added to the index of an ARM loan to determine the interest rate at securitization.
(v) Lifetime rate cap. Indicate the maximum interest rate that can be in effect during the life of the loan.
(vi) Lifetime rate floor. Indicate the minimum interest rate that can be in effect during the life of the loan.
(vii) Periodic rate increase limit. Provide the maximum amount the interest rate can increase from any period to the next.
(viii) Periodic rate decrease limit. Provide the maximum amount the interest rate can decrease from any period to the next.
(ix) Periodic pay adjustment maximum amount. Provide the maximum amount the principal and interest constant can increase or decrease on any adjustment date.
(x) Periodic pay adjustment maximum percentage. Provide the maximum percentage amount the payment can increase or decrease from any period to the next.
(xi) Rate reset frequency. Indicate the code describing the frequency which the periodic mortgage rate is reset due to an adjustment in the ARM index.
(xii) Pay reset frequency. Indicate the code describing the frequency which the periodic mortgage payment will be adjusted.
(xiii) Index look back in days. Provide the number of days prior to an interest rate adjustment effective date used to determine the appropriate index rate.
(29) Information related to prepayment penalties. If the obligor is subject to prepayment penalties, provide the following additional information for each loan:
(i) Prepayment lock-out end date. Provide the effective date after which the lender allows prepayment of a loan.
(ii) Yield maintenance end date. Provide the date after which yield maintenance prepayment penalties are no longer effective.
(iii) Prepayment premium end date. Provide the effective date after which prepayment premiums are no longer effective.
(30) Information related to negative amortization. If the loan allows for negative amortization, provide the following additional information for each loan:
(i) Maximum negative amortization allowed (% of original balance). Provide the maximum percentage of the original loan balance that can be added to the original loan balance as the result of negative amortization.
(ii) Maximum negative amortization allowed. Provide the maximum amount of the original loan balance that can be added to the original loan balance as the result of negative amortization.
(iii) Negative amortization/deferred interest capitalized amount. Indicate the amount for the reporting period that was capitalized (added to) the principal balance.
(iv) Deferred interest--cumulative. Indicate the cumulative deferred interest for the reporting period and prior reporting cycles net of any deferred interest collected.
(v) Deferred interest collected. Indicate the amount of deferred interest collected during the reporting period.
(d) Information related to the property. Provide the following information for each of the properties that collateralizes a loan identified above:
(1) Property name. Provide the name of the property which serves as mortgage collateral. If the property has been defeased, then populate with ``defeased.''
(2) Property address. Specify the address of the property which serves as mortgage collateral. If multiple properties, then print ``various.'' If the property has been defeased then leave field empty. For substituted properties, populate with the new property information.
(3) Property city. Specify the city name where the property which serves as mortgage collateral is located. If the property has been defeased, then leave field empty.
(4) Property state. Indicate the two character abbreviated code representing the state in which the property which serves as mortgage collateral is located.
(5) Property zip code. Indicate the zip (or postal) code for the property which serves as mortgage collateral.
(6) Property county. Indicate the county in which the property which serves as mortgage collateral is located.
(7) Property type. Indicate the code that describes how the property is being used.
(8) Net rentable square feet. Provide the net rentable square feet area of the property.
(9) Net rentable square feet at securitization. Provide the net rentable square feet area of the property as determined at the time the property is contributed to the pool as collateral.
(10) Number of units/beds/rooms. If the property type is multifamily, self-storage, healthcare, lodging or mobile home park, provide the number of units/beds/rooms of the property.
(11) Number of units/beds/rooms at securitization. If the property type is multifamily, self-storage, healthcare, lodging or mobile home park, provide the number of units/beds/rooms of the property at securitization.
(12) Year built. Provide the year that the property was built.
(13) Year last renovated. Provide the year that the last major renovation/new construction was completed on the property.
(14) Valuation amount at securitization. Provide the valuation amount of the property as of the valuation date at securitization.
(15) Valuation source at securitization. Specify the code that identifies the source of the property valuation.
(16) Valuation date at securitization. Provide the date the valuation amount at securitization was determined.
(17) Most recent value. If an additional property valuation was obtained by any transaction party or its affiliates after the valuation obtained at securitization, provide the most recent valuation amount.
(18) Most recent valuation date. Provide the date of the most recent valuation.
(19) Most recent valuation source. Specify the code that identifies the source of the most recent property valuation.
(20) Physical occupancy at securitization. Provide the percentage of rentable space occupied by tenants.
(21) Most recent physical occupancy. Provide the most recent available percentage of rentable space occupied by tenants.
(22) Property status. Provide the code that describes the status of the property.
(23) Defeasance option start date. Provide the date when the defeasance option becomes available.
(24) Defeasance status. Provide the code that indicates if a loan has or is able to be defeased.
(25) Largest tenant.
(i) Largest tenant. Identify the tenant that leases the largest square feet of the property based on the most recent annual lease rollover review.
Instruction to paragraph (d)(25)(i): If the tenant is not occupying the space but is still paying rent, print ``Dark'' after tenant name. If tenant has sub-leased the space, print ``Sub-leased/name'' after tenant name.
(ii) Square feet of largest tenant. Provide total number of square feet leased by the largest tenant based on the most recent annual lease rollover review.
(iii) Date of lease expiration of largest tenant. Provide the date of lease expiration for the largest tenant.
(26) Second largest tenant.
(i) Second largest tenant. Identify the tenant that leases the second largest square feet of the property based on the most recent annual lease rollover review.
Instruction to paragraph (d)(26)(i): If the tenant is not occupying the space but is still paying rent, print ``Dark'' after tenant name. If tenant has sub-leased the space, print ``Sub-leased/name'' after tenant name.
(ii) Square feet of second largest tenant. Provide the total number of square feet leased by the second largest tenant based on the most recent annual lease rollover review.
(iii) Date of lease expiration of second largest tenant. Provide the date of lease expiration for the second largest tenant.
(27) Third largest tenant.
(i) Third largest tenant. Identify the tenant that leases the third largest square feet of the property based on the most recent annual lease rollover review.
Instruction to paragraph (d)(27)(i): If the tenant is not occupying the space but is still paying rent, print ``Dark'' after tenant name. If tenant has sub-leased the space, print ``Sub-leased/name'' after tenant name.
(ii) Square feet of third largest tenant. Provide the total number square feet leased by the third largest tenant based on the most recent annual lease rollover review.
(iii) Date of lease expiration of third largest tenant. Provide the date of lease expiration for the third largest tenant.
(28) Financial information related to the property. Provide the following information as of the most recent date available:
(i) Date of financials as of securitization. Provide the date of the operating statement for the property used to underwrite the loan.
(ii) Most recent financial as of start date. Specify the first date of the period for the most recent, hard copy operating statement (e.g., year-to-date or trailing 12 months).
(iii) Most recent financial as of end date. Specify the last day of the period for the most recent, hard copy operating statement (e.g., year-to-date or trailing 12 months).
(iv) Revenue at securitization. Provide the total underwritten revenue amount from all sources for a property as of securitization.
(v) Most recent revenue. Provide the total revenues for the most recent operating statement reported.
(vi) Operating expenses at securitization. Provide the total underwritten operating expenses as of securitization. Include real estate taxes, insurance, management fees, utilities, and repairs and maintenance. Exclude capital expenditures, tenant improvements, and leasing commissions.
(vii) Operating expenses. Provide the total operating expenses for the most recent operating statement. Include real estate taxes, insurance, management fees, utilities, and repairs and maintenance. Exclude capital expenditures, tenant improvements, and leasing commissions.
(viii) Net operating income at securitization. Provide the total underwritten revenues less total underwritten operating expenses prior to application of mortgage payments and capital items for all properties as of securitization.
(ix) Most recent net operating income. Provide the total revenues less total operating expenses before capital items and debt service per the most recent operating statement.
(x) Net cash flow at securitization. Provide the total underwritten revenue less total underwritten operating expenses and capital costs as of securitization.
(xi) Most recent net cash flow. Provide the total revenue less the total operating expenses and capital costs but before debt service per the most recent operating statement.
(xii) Net operating income or net cash flow indicator at securitization. Indicate the code that describes the method used to calculate at securitization net operating income or net cash flow.
(xiii) Net operating income or net cash flow indicator. Indicate the code that describes the method used to calculate net operating income or net cash flow.
(xiv) Most recent debt service amount. Provide the amount of total scheduled or actual payments that cover the same number of months as the most recent financial operating statement.
(xv) Debt service coverage ratio (net operating income) at securitization. Provide the ratio of underwritten net operating income to debt service as of securitization.
(xvi) Most recent debt service coverage ratio (net operating income). Provide the ratio of net operating income to debt service during the most recent operating statement reported.
(xvii) Debt service coverage ratio (net cash flow) at securitization. Provide the ratio of underwritten net cash flow to debt service as of securitization.
(xviii) Most recent debt service coverage ratio (net cash flow). Provide the ratio of net cash flow to debt service for the most recent financial operating statement.
(xix) Debt service coverage ratio indicator at securitization. If there are multiple properties underlying the loan, indicate the code that describes how the debt service coverage ratio was calculated.
(xx) Most recent debt service coverage ratio indicator. Indicate the code that describes how the debt service coverage ratio was calculated for the most recent financial operating statement.
(xxi) Date of the most recent annual lease rollover review. Provide the date of the most recent annual lease rollover review.
(e) Information related to activity on the loan. (1) Asset added indicator. Indicate yes or no whether the asset was added during the reporting period.
Instruction to paragraph (e)(1): A response to this data point is required only when assets are added to the asset pool after the final prospectus under Sec. 230.424 of this chapter is filed.
(2) Modification indicator--reporting period. Indicate yes or no whether the loan was modified during the reporting period.
(3) Reporting period beginning scheduled loan balance. Indicate the scheduled balance as of the beginning of the reporting period.
(4) Total scheduled principal and interest due. Provide the total amount of principal and interest due on the loan in the month corresponding to the current distribution date.
(5) Reporting period interest rate. Indicate the annualized gross interest rate used to calculate the scheduled interest amount due for the reporting period.
(6) Servicer and trustee fee rate. Indicate the sum of annual fee rates payable to the servicers and trustee.
(7) Scheduled interest amount. Provide the amount of gross interest payment that was scheduled to be collected during the reporting period.
(8) Other interest adjustment. Indicate any unscheduled interest adjustments during the reporting period.
(9) Scheduled principal amount. Indicate the principal payment amount that was scheduled to be collected during the reporting period.
(10) Unscheduled principal collections. Provide the principal prepayments and other unscheduled payments of principal received on the loan during the reporting period.
(11) Other principal adjustments. Indicate any other amounts that caused the principal balance of the loan to be decreased or increased during the reporting period, which are not considered unscheduled principal collections and are not scheduled principal amounts.
(12) Reporting period ending actual balance. Indicate the outstanding actual balance of the loan as of the end of the reporting period.
(13) Reporting period ending scheduled balance. Indicate the scheduled or stated principal balance for the loan (as defined in the servicing agreement) as of the end of the reporting period.
(14) Paid through date. Provide the date the loan's scheduled principal and interest is paid through as of the end of the reporting period.
(15) Hyper-amortizing date. Provide the date after which principal and interest may amortize at an accelerated rate, and/or interest expense to the mortgagor increases substantially.
(16) Information related to servicer advances.
(i) Servicing advance methodology. Indicate the code that describes the manner in which principal and/or interest are advanced by the servicer.
(ii) Non-recoverability determined. Indicate yes or no whether the master servicer/special servicer has ceased advancing principal and interest and/or servicing the loan.
(iii) Total principal and interest advance outstanding. Provide the total outstanding principal and interest advances made (or scheduled to be made by the distribution date) by the servicer(s).
(iv) Total taxes and insurance advances outstanding. Provide the total outstanding tax and insurance advances made by the servicer(s) as of the end of the reporting period.
(v) Other expenses advance outstanding. Provide the total outstanding other or miscellaneous advances made by the servicer(s) as of the end of the reporting period.
(17) Payment status of loan. Provide the code that indicates the payment status of the loan.
(18) Information related to activity on ARM loans. If the loan is an ARM, provide the following additional information:
(i) ARM index rate. Provide the index rate used to determine the gross interest for the reporting period.
(ii) Next interest rate. Provide the annualized gross interest rate that will be used to determine the next scheduled interest payment.
(iii) Next interest rate change adjustment date. Provide the next date that the interest rate is scheduled to change.
(iv) Next payment adjustment date. Provide the date that the amount of scheduled principal and/or interest is next scheduled to change.
(f) Information related to servicers. (1) Primary servicer. Identify the name of the entity that services or will have the right to service the asset.
(1) Primary servicer. Identify the name of the entity that services or will have the right to service the asset.
(2) Most recent special servicer transfer date. Provide the date the transfer letter, email, etc. provided by the master servicer is accepted by the special servicer.
(3) Most recent master servicer return date. Provide the date of the return letter, email, etc. provided by the special servicer which is accepted by the master servicer.
(g) Asset subject to demand. Indicate yes or no whether during the reporting period the loan was the subject of a demand to repurchase or replace for breach of representations and warranties, including investor demands upon a trustee. If the loan is the subject of a demand to repurchase or replace for breach of representations and warranties, including investor demands upon a trustee, provide the following additional information:
(1) Status of asset subject to demand. If the loan is the subject of a demand to repurchase or replace for breach of representations and warranties, including investor demands upon a trustee, indicate the code that describes the status of the repurchase demand as of the end of the reporting period.
(2) Repurchase amount. Provide the amount paid to repurchase the loan from the pool.
(3) Demand resolution date. Indicate the date the loan repurchase or replacement demand was resolved.
(4) Repurchaser. Specify the name of the repurchaser.
(5) Repurchase or replacement reason. Indicate the code that describes the reason for the repurchase.
(h) Realized loss to trust. Indicate the difference between net proceeds (after liquidation expenses) and the scheduled or stated principal of the loan as of the beginning of the reporting period.
(i) Information related to prepayments. If a prepayment was received, provide the following additional information for each loan:
(1) Liquidation/Prepayment code. Indicate the code assigned to any unscheduled principal payments or liquidation proceeds received during the reporting period.
(2) Liquidation/Prepayment date. Provide the effective date on which an unscheduled principal payment or liquidation proceeds were received.
(3) Prepayment premium/yield maintenance received. Indicate the amount received from a borrower during the reporting period in exchange for allowing a borrower to pay off a loan prior to the maturity or anticipated repayment date.
(j) Workout strategy. Indicate the code that best describes the steps being taken to resolve the loan.
(k) Information related to modifications. If the loan has been modified from its original terms, provide the following additional information about the most recent loan modification:
(1) Date of last modification. Indicate the date of the most recent modification. A modification includes any material change to the loan document, excluding assumptions.
(2) Modification code. Indicate the code that describes the type of loan modification.
(3) Post-modification interest rate. Indicate the new initial interest rate to which the loan was modified.
(4) Post-modification payment amount. Indicate the new initial principal and interest payment amount to which the loan was modified.
(5) Post-modification maturity date. Indicate the new maturity date of the loan after the modification.
(6) Post-modification amortization period. Indicate the new amortization period in months after the modification.
Item 3. Automobile loans. If the asset pool includes automobile loans, provide the following data for each loan in the asset pool:
(a) Asset numbers. (1) Asset number type. Identify the source of the asset number used to specifically identify each asset in the pool.
(1) Asset number type. Identify the source of the asset number used to specifically identify each asset in the pool.
(2) Asset number. Provide the unique ID number of the asset.
Instruction to paragraph (a)(2): The asset number must reference a single asset within the pool and should be the same number that will be used to identify the asset for all reports that would be required of an issuer under Sections 13 or 15(d) of the Exchange Act (15 U.S.C. 78m or 78o(d)). If an asset is removed and replaced with another asset, the asset added to the pool should be assigned a unique asset number applicable to only that asset.
(b) Reporting period. (1) Reporting period begin date. Specify the beginning date of the reporting period.
(1) Reporting period begin date. Specify the beginning date of the reporting period.
(2) Reporting period end date. Specify the ending date of the reporting period.
(c) General information about the automobile loan. (1) Originator. Identify the name of the entity that originated the loan.
(1) Originator. Identify the name of the entity that originated the loan.
(2) Origination date. Provide the date the loan was originated.
(3) Original loan amount. Indicate the amount of the loan at the time the loan was originated.
(4) Original loan term. Indicate the term of the loan in months at the time the loan was originated.
(5) Loan maturity date. Indicate the month and year in which the final payment on the loan is scheduled to be made.
(6) Original interest rate. Provide the rate of interest at the time the loan was originated.
(7) Interest calculation type. Indicate whether the interest rate calculation method is simple or other.
(8) Original interest rate type. Indicate whether the interest rate on the loan is fixed, adjustable or other.
(9) Original interest-only term. Indicate the number of months from origination in which the obligor is permitted to pay only interest on the loan beginning from when the loan was originated.
(10) Original first payment date. Provide the date of the first scheduled payment that was due after the loan was originated.
(11) Underwriting indicator. Indicate whether the loan or asset met the criteria for the first level of solicitation, credit-granting or underwriting criteria used to originate the pool asset.
(12) Grace period. Indicate the number of months during which interest accrues but no payments are due from the obligor.
(13) Payment type. Specify the code indicating how often payments are required or if a balloon payment is due.
(14) Subvented. Indicate yes or no to whether a form of subsidy is received on the loan, such as cash incentives or favorable financing for the buyer.
(d) Information related to the vehicle. (1) Vehicle manufacturer. Provide the name of the manufacturer of the vehicle.
(1) Vehicle manufacturer. Provide the name of the manufacturer of the vehicle.
(2) Vehicle model. Provide the name of the model of the vehicle.
(3) New or used. Indicate whether the vehicle financed is new or used at the time of origination.
(4) Model year. Indicate the model year of the vehicle.
(5) Vehicle type. Indicate the code describing the vehicle type.
(6) Vehicle value. Indicate the value of the vehicle at the time of origination.
(7) Source of vehicle value. Specify the code that describes the source of the vehicle value.
(e) Information related to the obligor. (1) Obligor credit score type. Specify the type of the standardized credit score used to evaluate the obligor during the loan origination process.
(1) Obligor credit score type. Specify the type of the standardized credit score used to evaluate the obligor during the loan origination process.
(2) Obligor credit score. Provide the standardized credit score of the obligor used to evaluate the obligor during the loan origination process.
(3) Obligor income verification level. Indicate the code describing the extent to which the obligor's income was verified during the loan origination process.
(4) Obligor employment verification. Indicate the code describing the extent to which the obligor's employment was verified during the loan origination process.
(5) Co-obligor present indicator. Indicate whether the loan has a co-obligor.
(6) Payment-to-income ratio. Provide the scheduled monthly payment amount as a percentage of the total monthly income of the obligor and any other obligor at the origination date. Provide the methodology for determining monthly income in the prospectus.
(7) Geographic location of obligor. Specify the location of the obligor by providing the current U.S. state or territory.
(f) Information related to activity on the loan. (1) Asset added indicator. Indicate yes or no whether the asset was added during the reporting period.
Instruction to paragraph (f)(1): A response to this data point is required only when assets are added to the asset pool after the final prospectus under Sec. 230.424 of this chapter is filed.
(2) Remaining term to maturity. Indicate the number of months from the end of the reporting period to the loan maturity date.
(3) Modification indicator--reporting period. Indicates yes or no whether the asset was modified from its original terms during the reporting period.
(4) Servicing advance method. Specify the code that indicates a servicer's responsibility for advancing principal or interest on delinquent loans.
(5) Reporting period beginning loan balance. Indicate the outstanding principal balance of the loan as of the beginning of the reporting period.
(6) Next reporting period payment amount due. Indicate the total payment due to be collected in the next reporting period.
(7) Reporting period interest rate. Indicate the current interest rate for the loan in effect during the reporting period.
(8) Next interest rate. For loans that have not been paid off, indicate the interest rate that is in effect for the next reporting period.
(9) Servicing fee--percentage. If the servicing fee is based on a percentage, provide the percentage used to calculate the aggregate servicing fee.
(10) Servicing fee--flat-fee. If the servicing fee is based on a flat-fee amount, indicate the monthly servicing fee paid to all servicers.
(11) Other loan-level servicing fee(s) retained by servicer. Provide the amount of all other fees earned by loan administrators that reduce the amount of funds remitted to the issuing entity (including subservicing, master servicing, trustee fees, etc.).
(12) Other assessed but uncollected servicer fees. Provide the cumulative amount of late charges and other fees that have been assessed by the servicer, but not paid by the obligor.
(13) Scheduled interest amount. Indicate the interest payment amount that was scheduled to be collected during the reporting period.
(14) Scheduled principal amount. Indicate the principal payment amount that was scheduled to be collected during the reporting period.
(15) Other principal adjustments. Indicate any other amounts that caused the principal balance of the loan to be decreased or increased during the reporting period.
(16) Reporting period ending actual balance. Indicate the actual balance of the loan as of the end of the reporting period.
(17) Reporting period scheduled payment amount. Indicate the total payment amount that was scheduled to be collected during the reporting period (including all fees).
(18) Total actual amount paid. Indicate the total payment paid to the servicer during the reporting period.
(19) Actual interest collected. Indicate the gross amount of interest collected during the reporting period, whether or not from the obligor.
(20) Actual principal collected. Indicate the amount of principal collected during the reporting period, whether or not from the obligor.
(21) Actual other amounts collected. Indicate the total of any amounts, other than principal and interest, collected during the reporting period, whether or not from the obligor.
(22) Servicer advanced amount. If amounts were advanced by the servicer during the reporting period, specify the amount.
(23) Interest paid through date. Provide the date through which interest is paid with the payment received during the reporting period, which is the effective date from which interest will be calculated for the application of the next payment.
(24) Zero balance loans. If the loan balance was reduced to zero during the reporting period, provide the following additional information about the loan:
(i) Zero balance effective date. Provide the date on which the loan balance was reduced to zero.
(ii) Zero balance code. Provide the code that indicates the reason the loan's balance was reduced to zero.
(25) Current delinquency status. Indicate the number of days the obligor is delinquent past the obligor's payment due date, as determined by the governing transaction agreement.
(g) Information related to servicers. (1) Primary loan servicer. Provide the name of the entity that services or will have the right to service the loan.
(1) Primary loan servicer. Provide the name of the entity that services or will have the right to service the loan.
(2) Most recent servicing transfer received date. If a loan's servicing has been transferred, provide the effective date of the most recent servicing transfer.
(h) Asset subject to demand. Indicate yes or no whether during the reporting period the loan was the subject of a demand to repurchase or replace for breach of representations and warranties, including investor demands upon a trustee. If the loan is the subject of a demand to repurchase or replace for breach of representations and warranties, including investor demands upon a trustee, provide the following additional information:
(1) Status of asset subject to demand. Indicate the code that describes the status of the repurchase or replacement demand as of the end of the reporting period.
(2) Repurchase amount. Provide the amount paid to repurchase the loan.
(3) Demand resolution date. Indicate the date the loan repurchase or replacement demand was resolved.
(4) Repurchaser. Specify the name of the repurchaser.
(5) Repurchase or replacement reason. Indicate the code that describes the reason for the repurchase or replacement.
(i) Information related to loans that have been charged off. If the loan has been charged off, provide the following additional information:
(1) Charged-off principal amount. Specify the amount of uncollected principal charged off.
(2) Amounts recovered. If the loan was previously charged off, specify any amounts received after charge-off.
(j) Information related to loan modifications. If the loan has been modified from its original terms, provide the following additional information about the most recent loan modification:
(1) Modification type. Indicate the code that describes the reason the asset was modified during the reporting period.
(2) Payment extension. Provide the number of months the loan was extended during the reporting period.
(k) Repossessed. Indicate yes or no whether the vehicle has been repossessed. If the vehicle has been repossessed, provide the following additional information:
(1) Repossession proceeds. Provide the total amount of proceeds received on disposition (net of repossession fees and expenses).
(2) [Reserved]
Item 4. Automobile leases. If the asset pool includes automobile leases, provide the following data for each lease in the asset pool:
(a) Asset numbers. (1) Asset number type. Identify the source of the asset number used to specifically identify each asset in the pool.
(1) Asset number type. Identify the source of the asset number used to specifically identify each asset in the pool.
(2) Asset number. Provide the unique ID number of the asset.
Instruction to paragraph (a)(2): The asset number must reference a single asset within the pool and should be the same number that will be used to identify the asset for all reports that would be required of an issuer under Sections 13 or 15(d) of the Exchange Act (15 U.S.C. 78m or 78o(d)). If an asset is removed and replaced with another asset, the asset added to the pool should be assigned a unique asset number applicable to only that asset.
(b) Reporting period. (1) Reporting period begin date. Specify the beginning date of the reporting period.
(1) Reporting period begin date. Specify the beginning date of the reporting period.
(2) Reporting period end date. Specify the ending date of the reporting period.
(c) General information about the automobile lease. (1) Originator. Identify the name of the entity that originated the lease.
(1) Originator. Identify the name of the entity that originated the lease.
(2) Origination date. Provide the date the lease was originated.
(3) Acquisition cost. Provide the original acquisition cost of the lease.
(4) Original lease term. Indicate the term of the lease in months at the time the lease was originated.
(5) Scheduled termination date. Indicate the month and year in which the final lease payment is scheduled to be made.
(6) Original first payment date. Provide the date of the first scheduled payment after origination.
(7) Underwriting indicator. Indicate whether the lease met the criteria for the first level of solicitation, credit-granting or underwriting criteria used to originate the pool asset.
(8) Grace period. Indicate the number of months during the term of the lease when no payments are due from the lessee.
(9) Payment type. Specify the code indicating the payment frequency of the lease.
(10) Subvented. Indicate yes or no whether a form of subsidy is received on the lease, such as cash incentives or favorable financing for the lessee.
(d) Information related to the vehicle. (1) Vehicle manufacturer. Provide the name of the manufacturer of the leased vehicle.
(1) Vehicle manufacturer. Provide the name of the manufacturer of the leased vehicle.
(2) Vehicle model. Provide the name of the model of the leased vehicle.
(3) New or used. Indicate whether the leased vehicle is new or used.
(4) Model year. Indicate the model year of the leased vehicle.
(5) Vehicle type. Indicate the code describing the vehicle type.
(6) Vehicle value. Indicate the value of the vehicle at the time of origination.
(7) Source of vehicle value. Specify the code that describes the source of the vehicle value.
(8) Base residual value. Provide the securitized residual value of the leased vehicle.
(9) Source of base residual value. Specify the code that describes the source of the base residual value.
(10) Contractual residual value. Provide the residual value, as stated on the contract, that the lessee would need to pay to purchase the vehicle at the end of the lease term.
(e) Information related to the lessee. (1) Lessee credit score type. Specify the type of the standardized credit score used to evaluate the lessee during the lease origination process.
(1) Lessee credit score type. Specify the type of the standardized credit score used to evaluate the lessee during the lease origination process.
(2) Lessee credit score. Provide the standardized credit score of the lessee used to evaluate the lessee during the lease origination process.
(3) Lessee income verification level. Indicate the code describing the extent to which the lessee's income was verified during the lease origination process.
(4) Lessee employment verification. Indicate the code describing the extent to which the lessee's employment was verified during the lease origination process.
(5) Co-lessee present indicator. Indicate whether the lease has a co-lessee.
(6) Payment-to-income ratio. Provide the scheduled monthly payment amount as a percentage of the total monthly income of the lessee and any other co-lessee at the origination date. Provide the methodology for determining monthly income in the prospectus.
(7) Geographic location of lessee. Specify the location of the lessee by providing the current U.S. state or territory.
(f) Information related to activity on the lease. (1) Asset added indicator. Indicate yes or no whether the asset was added during the reporting period.
Instruction to paragraph (f)(1): A response to this data point is required only when assets are added to the asset pool after the final prospectus under Sec. 230.424 of this chapter is filed.
(2) Remaining term to maturity. Indicate the number of months from the end of the reporting period to the lease maturity date.
(3) Modification indicator--reporting period. Indicates yes or no whether the asset was modified from its original terms during the reporting period.
(4) Servicing advance method. Specify the code that indicates a servicer's responsibility for advancing principal or interest on delinquent leases.
(5) Reporting period securitization value. Provide the sum of the present values, as of the beginning of the reporting period, of the remaining scheduled monthly payment amounts and the base residual value of the leased vehicle, computed using the securitization value discount rate.
(6) Securitization value discount rate. Provide the discount rate of the lease for the securitization transaction.
(7) Next reporting period payment amount due. Indicate the total payment due to be collected in the next reporting period.
(8) Servicing fee--percentage. If the servicing fee is based on a percentage, provide the percentage used to calculate the aggregate servicing fee.
(9) Servicing fee--flat-fee. If the servicing fee is based on a flat-fee amount, indicate the monthly servicing fee paid to all servicers.
(10) Other lease-level servicing fee(s) retained by servicer. Provide the amount of all other fees earned by lease administrators that reduce the amount of funds remitted to the issuing entity (including subservicing, master servicing, trustee fees, etc.).
(11) Other assessed but uncollected servicer fees. Provide the cumulative amount of late charges and other fees that have been assessed by the servicer, but not paid by the lessee.
(12) Reporting period ending actual balance. Indicate the actual balance of the lease as of the end of the reporting period.
(13) Reporting period scheduled payment amount. Indicate the total payment amount that was scheduled to be collected during the reporting period (including all fees).
(14) Total actual amount paid. Indicate the total lease payment received during the reporting period.
(15) Actual other amounts collected. Indicate the total of any amounts, other than the scheduled lease payment, collected during the reporting period, whether or not from the lessee.
(16) Reporting period ending actual securitization value. Provide the sum of the present values, as of the end of the reporting period, of the remaining scheduled monthly payment amounts and the base residual value of the leased vehicle, computed using the securitization value discount rate.
(17) Servicer advanced amount. If amounts were advanced by the servicer during the reporting period, specify the amount.
(18) Paid through date. Provide the date through which scheduled payments have been made with the payment received during the reporting period, which is the effective date from which amounts due will be calculated for the application of the next payment.
(19) Zero balance leases. If the lease balance was reduced to zero during the reporting period, provide the following additional information about the lease:
(i) Zero balance effective date. Provide the date on which the lease balance was reduced to zero.
(ii) Zero balance code. Provide the code that indicates the reason the lease's balance was reduced to zero.
(20) Current delinquency status. Indicate the number of days the lessee is delinquent past the lessee's payment due date, as determined by the governing transaction agreement.
(g) Information related to servicers. (1) Primary lease servicer. Provide the name of the entity that services or will have the right to service the lease.
(1) Primary lease servicer. Provide the name of the entity that services or will have the right to service the lease.
(2) Most recent servicing transfer received date. If a lease's servicing has been transferred, provide the effective date of the most recent servicing transfer.
(h) Asset subject to demand. Indicate yes or no whether during the reporting period the lease was the subject of a demand to repurchase or replace for breach of representations and warranties, including investor demands upon a trustee. If the lease is the subject of a demand to repurchase or replace for breach of representations and warranties, including investor demands upon a trustee, provide the following additional information:
(1) Status of asset subject to demand. Indicate the code that describes the status of the repurchase or replacement demand as of the end of the reporting period.
(2) Repurchase amount. Provide the amount paid to repurchase the lease from the pool.
(3) Demand resolution date. Indicate the date the lease repurchase or replacement demand was resolved.
(4) Repurchaser. Specify the name of the repurchaser.
(5) Repurchase or replacement reason. Indicate the code that describes the reason for the repurchase or replacement.
(i) Information related to loans that have been charged off. If the loan has been charged off, provide the following additional information:
(1) Charge-off amounts. Provide the amount charged off on the lease.
(2) [Reserved]
(j) Information related to loan modifications. If the loan has been modified from its original terms, provide the following additional information about the most recent loan modification:
(1) Modification type. Indicate the code that describes the reason the lease was modified during the reporting period.
(2) Lease extension. Provide the number of months the lease was extended during the reporting period.
(k) Information related to lease terminations. If the lease was terminated, provide the following additional information:
(1) Termination indicator. Specify the code that describes the reason why the lease was terminated.
(2) Excess fees. Specify the amount of excess fees received upon return of the vehicle, such as excess wear and tear or excess mileage.
(3) Liquidation proceeds. Provide the liquidation proceeds net of repossession fees, auction fees and other expenses in accordance with standard industry practice.
Item 5. Debt securities. If the asset pool includes debt securities, provide the following data for each security in the asset pool:
(a) Asset numbers. (1) Asset number type. Identify the source of the asset number used to specifically identify each asset in the pool.
(1) Asset number type. Identify the source of the asset number used to specifically identify each asset in the pool.
(2) Asset number. Provide the standard industry identifier assigned to the asset. If a standard industry identifier is not assigned to the asset, provide a unique ID number for the asset.
Instruction to paragraph (a)(2): The asset number must reference a single asset within the pool and should be the same number that will be used to identify the asset for all reports that would be required of an issuer under Sections 13 or 15(d) of the Exchange Act (15 U.S.C. 78m or 78o(d)). If an asset is removed and replaced with another asset, the asset added to the pool should be assigned a unique asset number applicable to only that asset.
(3) Asset group number. For structures with multiple collateral groups, indicate the collateral group number in which the asset falls.
(b) Reporting period. (1) Reporting period begin date. Specify the beginning date of the reporting period.
(1) Reporting period begin date. Specify the beginning date of the reporting period.
(2) Reporting period end date. Specify the ending date of the reporting period.
(c) General information about the underlying security. (1) Issuer. Provide the name of the issuer.
(1) Issuer. Provide the name of the issuer.
(2) Original issuance date. Provide the date the underlying security was issued. For revolving asset master trusts, provide the issuance date of the receivable that will be added to the asset pool.
(3) Original security amount. Indicate the amount of the underlying security at the time the underlying security was issued.
(4) Original security term. Indicate the initial number of months between the month the underlying security was issued and the security's maturity date.
(5) Security maturity date. Indicate the month and year in which the final payment on the underlying security is scheduled to be made.
(6) Original amortization term. Indicate the number of months in which the underlying security would be retired if the amortizing principal and interest payment were to be paid each month.
(7) Original interest rate. Provide the rate of interest at the time the underlying security was issued.
(8) Accrual type. Provide the code that describes the method used to calculate interest on the underlying security.
(9) Interest rate type. Indicate the code that indicates whether the interest rate on the underlying security is fixed, adjustable, step or other.
(10) Original interest-only term. Indicate the number of months from the date the underlying security was issued in which the obligor is permitted to pay only interest on the underlying security.
(11) First payment date from issuance. Provide the date of the first scheduled payment.
(12) Underwriting indicator. Indicate whether the loan or asset met the criteria for the first level of solicitation, credit-granting or underwriting criteria used to originate the pool asset.
(13) Title of underlying security. Specify the title of the underlying security.
(14) Denomination. Give the minimum denomination of the underlying security.
(15) Currency. Specify the currency of the underlying security.
(16) Trustee. Specify the name of the trustee.
(17) Underlying SEC file number. Specify the registration statement file number of the registration of the offer and sale of the underlying security.
(18) Underlying CIK number. Specify the CIK number of the issuer of the underlying security.
(19) Callable. Indicate whether the security is callable.
(20) Payment frequency. Indicate the code describing the frequency of payments that will be made on the underlying security.
(21) Zero coupon indicator. Indicate yes or no whether an underlying security or agreement is interest bearing.
(d) Information related to activity on the underlying security. (1) Asset added indicator. Indicate yes or no whether the underlying security was added to the asset pool during the reporting period.
Instruction to paragraph (d)(1): A response to this data point is required only when assets are added to the asset pool after the final prospectus under Sec. 230.424 of this chapter is filed.
(2) Modification indicator. Indicates yes or no whether the underlying security was modified from its original terms.
(3) Reporting period beginning asset balance. Indicate the outstanding principal balance of the underlying security as of the beginning of the reporting period.
(4) Reporting period beginning scheduled asset balance. Indicate the scheduled principal balance of the underlying security as of the beginning of the reporting period.
(5) Reporting period scheduled payment amount. Indicate the total payment amount that was scheduled to be collected during the reporting period.
(6) Reporting period interest rate. Indicate the interest rate in effect on the underlying security.
(7) Total actual amount paid. Indicate the total payment paid to the servicer during the reporting period.
(8) Actual interest collected. Indicate the gross amount of interest collected during the reporting period.
(9) Actual principal collected. Indicate the amount of principal collected during the reporting period.
(10) Actual other amounts collected. Indicate the total of any amounts, other than principal and interest, collected during the reporting period.
(11) Other principal adjustments. Indicate any other amounts that caused the principal balance of the underlying security to be decreased or increased during the reporting period.
(12) Other interest adjustments. Indicate any unscheduled interest adjustments during the reporting period.
(13) Scheduled interest amount. Indicate the interest payment amount that was scheduled to be collected during the reporting period.
(14) Scheduled principal amount. Indicate the principal payment amount that was scheduled to be collected during the reporting period.
(15) Reporting period ending actual balance. Indicate the actual balance of the underlying security as of the end of the reporting period.
(16) Reporting period ending scheduled balance. Indicate the scheduled principal balance of the underlying security as of the end of the reporting period.
(17) Servicing fee--percentage. If the servicing fee is based on a percentage, provide the percentage used to calculate the aggregate servicing fee.
(18) Servicing fee--flat-fee. If the servicing fee is based on a flat-fee amount, indicate the monthly servicing fee paid to all servicers as an amount.
(19) Zero balance loans. If the loan balance was reduced to zero during the reporting period, provide the following additional information about the loan:
(i) Zero balance code. Provide the code that indicates the reason the underlying security's balance was reduced to zero.
(ii) Zero balance effective date. Provide the date on which the underlying security's balance was reduced to zero.
(20) Remaining term to maturity. Indicate the number of months from the end of the reporting period to the maturity date of the underlying security.
(21) Current delinquency status. Indicate the number of days the obligor is delinquent as determined by the governing transaction agreement.
(22) Number of days payment is past due. If the obligor has not made the full scheduled payment, indicate the number of days since the scheduled payment date.
(23) Number of payments past due. Indicate the number of payments the obligor is past due as of the end of the reporting period.
(24) Next reporting period payment amount due. Indicate the total payment due to be collected in the next reporting period.
(25) Next due date. For assets that have not been paid off, indicate the next payment due date on the underlying security.
(e) Information related to servicers. (1) Primary servicer. Indicate the name or MERS organization number of the entity that serviced the underlying security during the reporting period.
(1) Primary servicer. Indicate the name or MERS organization number of the entity that serviced the underlying security during the reporting period.
(2) Most recent servicing transfer received date. If the servicing of the underlying security has been transferred, provide the effective date of the most recent servicing transfer.
(f) Asset subject to demand. Indicate yes or no whether during the reporting period the asset was the subject of a demand to repurchase or replace for breach of representations and warranties, including investor demands upon a trustee. If the asset is the subject of a demand to repurchase or replace for breach of representations and warranties, including investor demands upon a trustee, provide the following additional information:
(1) Status of asset subject to demand. Indicate the code that describes the status of the repurchase or replacement demand as of the end of the reporting period.
(2) Repurchase amount. Provide the amount paid to repurchase the underlying security from the pool.
(3) Demand resolution date. Indicate the date the underlying security repurchase or replacement demand was resolved.
(4) Repurchaser. Specify the name of the repurchaser.
(5) Repurchase or replacement reason. Indicate the code that describes the reason for the repurchase or replacement.
Item 6. Resecuritizations.
(a) If the asset pool includes asset-backed securities, provide the asset-level information specified in Item 5. Debt Securities in this Schedule AL for each security in the asset pool.
(b) If the asset pool includes asset-backed securities issued after November 23, 2016, provide the asset-level information specified in Sec. 229.1111(h) for the assets backing each security in the asset pool. [79 FR 57316, Sept. 24, 2014; 79 FR 58674, Sept. 30, 2014]
Subpart 229.1200_Disclosure by Registrants Engaged in Oil and Gas
Producing Activities
Source: 74 FR 2193, Jan. 14, 2009, unless otherwise noted. Sec. 229.1201 (Item 1201) General instructions to oil and gas industry-specific disclosures.
(a) If oil and gas producing activities are material to the registrant's or its subsidiaries' business operations or financial position, the disclosure specified in this Subpart 229.1200 should be included under appropriate captions (with cross references, where applicable, to related information disclosed in financial statements). However, limited partnerships and joint ventures that conduct, operate, manage, or report upon oil and gas drilling or income programs, that acquire properties either for drilling and production, or for production of oil, gas, or geothermal steam or water, need not include such disclosure.
(b) To the extent that Items 1202 through 1208 (Sec. Sec. 229.1202-229.1208) call for disclosures in tabular format, as specified in the particular Item, a registrant may modify such format for ease of presentation, to add information or to combine two or more required tables.
(c) The definitions in Rule 4-10(a) of Regulation S-X (17 CFR 210.4-10(a)) shall apply for purposes of this Subpart 229.1200.
(d) For purposes of this Subpart 229.1200, the term by geographic area means, as appropriate for meaningful disclosure in the circumstances:
(1) By individual country;
(2) By groups of countries within a continent; or
(3) By continent. Sec. 229.1202 (Item 1202) Disclosure of reserves.
(a) Summary of oil and gas reserves at fiscal year end. (1) Provide the information specified in paragraph (a)(2) of this Item in tabular format as provided below:
Summary of Oil and Gas Reserves as of Fiscal-Year End Based on Average Fiscal-Year Prices----------------------------------------------------------------------------------------------------------------
Reserves
----------------------------------------------------------------
Reserves category Natural gas Synthetic Synthetic Product A
Oil (mbbls) (mmcf) oil (mbbls) gas (mmcf) (measure)----------------------------------------------------------------------------------------------------------------PROVED ........... ........... ........... ........... ...........Developed: ........... ........... ........... ........... ...........
Continent A................................ ........... ........... ........... ........... ...........
Continent B................................ ........... ........... ........... ........... ...........
Country A.................................. ........... ........... ........... ........... ...........
Country B.................................. ........... ........... ........... ........... ...........
Other Countries in Continent B............. ........... ........... ........... ........... ...........Undeveloped: ........... ........... ........... ........... ...........
Continent A................................ ........... ........... ........... ........... ...........
Continent B................................ ........... ........... ........... ........... ...........
Country A.................................. ........... ........... ........... ........... ...........
Country B.................................. ........... ........... ........... ........... ...........
Other Countries in Continent B............. ........... ........... ........... ........... ...........
----------------------------------------------------------------
TOTAL PROVED........................... ........... ........... ........... ........... ...........----------------------------------------------------------------------------------------------------------------PROBABLE ........... ........... ........... ........... ...........
Developed.................................. ........... ........... ........... ........... ...........
Undeveloped................................ ........... ........... ........... ........... ...........POSSIBLE ........... ........... ........... ........... ...........
Developed.................................. ........... ........... ........... ........... ...........
Undeveloped................................ ........... ........... ........... ........... ...........----------------------------------------------------------------------------------------------------------------
(2) Disclose, in the aggregate and by geographic area and for each country containing 15% or more of the registrant's proved reserves, expressed on an oil-equivalent-barrels basis, reserves estimated using prices and costs under existing economic conditions, for the product types listed in paragraph (a)(4) of this Item, in the following categories:
(i) Proved developed reserves;
(ii) Proved undeveloped reserves;
(iii) Total proved reserves;
(iv) Probable developed reserves (optional);
(v) Probable undeveloped reserves (optional);
(vi) Possible developed reserves (optional); and
(vii) Possible undeveloped reserves (optional). Instruction 1 to paragraph (a)(2): Disclose updated reserves tables as of the close of each fiscal year.Instruction 2 to paragraph (a)(2): The registrant is permitted, but not required, to disclose probable or possible reserves pursuant to paragraphs (a)(2)(iv) through (a)(2)(vii) of this Item.Instruction 3 to paragraph (a)(2): If the registrant discloses amounts of a product in barrels of oil equivalent, disclose the basis for such equivalency.Instruction 4 to paragraph (a)(2): A registrant need not provide disclosure of the reserves in a country containing 15% or more of the registrant's proved reserves if that country's government prohibits disclosure of reserves in that country. In addition, a registrant need not provide disclosure of the reserves in a country containing 15% or more of the registrant's proved reserves if that country's government prohibits disclosure in a particular field and disclosure of reserves in that country would have the effect of disclosing reserves in particular fields.
(3) Reported total reserves shall be simple arithmetic sums of all estimates for individual properties or fields within each reserves category. When probabilistic methods are used, reserves should not be aggregated probabilistically beyond the field or property level; instead, they should be aggregated by simple arithmetic summation.
(4) Disclose separately material reserves of the following product types:
(i) Oil;
(ii) Natural gas;
(iii) Synthetic oil;
(iv) Synthetic gas; and
(v) Sales products of other non-renewable natural resources that are intended to be upgraded into synthetic oil and gas.
(5) If the registrant discloses probable or possible reserves, discuss the uncertainty related to such reserves estimates.
(6) If the registrant has not previously disclosed reserves estimates in a filing with the Commission or is disclosing material additions to its reserves estimates, the registrant shall provide a general discussion of the technologies used to establish the appropriate level of certainty for reserves estimates from material properties included in the total reserves disclosed. The particular properties do not need to be identified.
(7) Preparation of reserves estimates or reserves audit. Disclose and describe the internal controls the registrant uses in its reserves estimation effort. In addition, disclose the qualifications of the technical person primarily responsible for overseeing the preparation of the reserves estimates and, if the registrant represents that a third party conducted a reserves audit, disclose the qualifications of the technical person primarily responsible for overseeing such reserves audit.
(8) Third party reports. If the registrant represents that a third party prepared, or conducted a reserves audit of, the registrant's reserves estimates, or any estimated valuation thereof, or conducted a process review, the registrant shall file a report of the third party as an exhibit to the relevant registration statement or other Commission filing. If the report relates to the preparation of, or a reserves audit of, the registrant's reserves estimates, it must include the following disclosure, if applicable to the type of filing:
(i) The purpose for which the report was prepared and for whom it was prepared;
(ii) The effective date of the report and the date on which the report was completed;
(iii) The proportion of the registrant's total reserves covered by the report and the geographic area in which the covered reserves are located;
(iv) The assumptions, data, methods, and procedures used, including the percentage of the registrant's total reserves reviewed in connection with the preparation of the report, and a statement that such assumptions, data, methods, and procedures are appropriate for the purpose served by the report;
(v) A discussion of primary economic assumptions;
(vi) A discussion of the possible effects of regulation on the ability of the registrant to recover the estimated reserves;
(vii) A discussion regarding the inherent uncertainties of reserves estimates;
(viii) A statement that the third party has used all methods and procedures as it considered necessary under the circumstances to prepare the report;
(ix) A brief summary of the third party's conclusions with respect to the reserves estimates; and
(x) The signature of the third party.
(9) For purposes of this Item 1202, the term reserves audit means the process of reviewing certain of the pertinent facts interpreted and assumptions underlying a reserves estimate prepared by another party and the rendering of an opinion about the appropriateness of the methodologies employed, the adequacy and quality of the data relied upon, the depth and thoroughness of the reserves estimation process, the classification of reserves appropriate to the relevant definitions used, and the reasonableness of the estimated reserves quantities.
(b) Reserves sensitivity analysis (optional). (1) The registrant may, but is not required to, provide the information specified in paragraph (b)(2) of this Item in tabular format as provided below:
Sensitivity of Reserves to Prices by Principal Product Type and Price Scenario--------------------------------------------------------------------------------------------------------------------------------------------------------
Proved reserves Probable reserves Possible reserves
-----------------------------------------------------------------------------------------------------------------------------------------------
Price Oil Gas Syn. oil Syn. gas Product A Oil Gas Syn. Syn. Product A Oil Gas Syn. Syn. Product A
case --------------------------------------------------------------------- oil gas ---------------------------- oil gas ----------
------------------ ------------------
mbbls mmcf mbbls mmcf measure mbbls mmcf mbbls mmcf measure mbbls mmcf mbbls mmcf measure--------------------------------------------------------------------------------------------------------------------------------------------------------Scenario
1--------------------------------------------------------------------------------------------------------------------------------------------------------Scenario
2--------------------------------------------------------------------------------------------------------------------------------------------------------
(2) The registrant may, but is not required to, disclose, in the aggregate, an estimate of reserves estimated for each product type based on different price and cost criteria, such as a range of prices and costs that may reasonably be achieved, including standardized futures prices or management's own forecasts.
(3) If the registrant provides disclosure under this paragraph (b), disclose the price and cost schedules and assumptions on which the disclosed values are based. Instruction to Item 1202: Estimates of oil or gas resources other than reserves, and any estimated values of such resources, shall not be disclosed in any document publicly filed with the Commission, unless such information is required to be disclosed in the document by foreign or state law; provided, however, that where such estimates previously have been provided to a person (or any of its affiliates) that is offering to acquire, merge, or consolidate with the registrant or otherwise to acquire the registrant's securities, such estimate may be included in documents related to such acquisition. Sec. 229.1203 (Item 1203) Proved undeveloped reserves.
(a) Disclose the total quantity of proved undeveloped reserves at year end.
(b) Disclose material changes in proved undeveloped reserves that occurred during the year, including proved undeveloped reserves converted into proved developed reserves.
(c) Discuss investments and progress made during the year to convert proved undeveloped reserves to proved developed reserves, including, but not limited to, capital expenditures.
(d) Explain the reasons why material amounts of proved undeveloped reserves in individual fields or countries remain undeveloped for five years or more after disclosure as proved undeveloped reserves. Sec. 229.1204 (Item 1204) Oil and gas production, production prices and production costs.
(a) For each of the last three fiscal years disclose production, by final product sold, of oil, gas, and other products. Disclosure shall be made by geographical area and for each country and field that contains 15% or more of the registrant's total proved reserves expressed on an oil-equivalent-barrels basis unless prohibited by the country in which the reserves are located.
(b) For each of the last three fiscal years disclose, by geographical area:
(1) The average sales price (including transfers) per unit of oil, gas and other products produced; and
(2) The average production cost, not including ad valorem and severance taxes, per unit of production. Instruction 1 to Item 1204: Generally, net production should include only production that is owned by the registrant and produced to its interest, less royalties and production due others. However, in special situations (e.g., foreign production) net production before any royalties may be provided, if more appropriate. If ``net before royalty'' production figures are furnished, the change from the usage of ``net production'' should be noted.
Instruction 2 to Item 1204: Production of natural gas should include only marketable production of natural gas on an ``as sold'' basis. Production will include dry, residue, and wet gas, depending on whether liquids have been extracted before the registrant transfers title. Flared gas, injected gas, and gas consumed in operations should be omitted. Recovered gas-lift gas and reproduced gas should not be included until sold. Synthetic gas, when marketed as such, should be included in natural gas sales.
Instruction 3 to Item 1204: If any product, such as bitumen, is sold or custody is transferred prior to conversion to synthetic oil or gas, the product's production, transfer prices, and production costs should be disclosed separately from all other products.
Instruction 4 to Item 1204: The transfer price of oil and gas (natural and synthetic) produced should be determined in accordance with FASB ASC paragraph 932-235-50-24 (Extractive Activities--Oil and Gas Topic).
Instruction 5 to Item 1204: The average production cost, not including ad valorem and severance taxes, per unit of production should be computed using production costs disclosed pursuant to FASB ASC Topic 932, Extractive Activities--Oil and Gas. Units of production should be expressed in common units of production with oil, gas, and other products converted to a common unit of measure on the basis used in computing amortization. [74 FR 2193, Jan. 14, 2009, as amended at 76 FR 50121, Aug. 12, 2011] Sec. 229.1205 (Item 1205) Drilling and other exploratory and developmentactivities.
(a) For each of the last three fiscal years, by geographical area, disclose:
(1) The number of net productive and dry exploratory wells drilled; and
(2) The number of net productive and dry development wells drilled.
(b) Definitions. For purposes of this Item 1205, the following terms shall be defined as follows:
(1) A dry well is an exploratory, development, or extension well that proves to be incapable of producing either oil or gas in sufficient quantities to justify completion as an oil or gas well.
(2) A productive well is an exploratory, development, or extension well that is not a dry well.
(3) Completion refers to installation of permanent equipment for production of oil or gas, or, in the case of a dry well, to reporting to the appropriate authority that the well has been abandoned.
(4) The number of wells drilled refers to the number of wells completed at any time during the fiscal year, regardless of when drilling was initiated.
(c) Disclose, by geographic area, for each of the last three years, any other exploratory or development activities conducted, including implementation of mining methods for purposes of oil and gas producing activities. Sec. 229.1206 (Item 1206) Present activities.
(a) Disclose, by geographical area, the registrant's present activities, such as the number of wells in the process of being drilled (including wells temporarily suspended), waterfloods in process of being installed, pressure maintenance operations, and any other related activities of material importance.
(b) Provide the description of present activities as of a date at the end of the most recent fiscal year or as close to the date that the registrant files the document as reasonably possible.
(c) Include only those wells in the process of being drilled at the ``as of'' date and express them in terms of both gross and net wells.
(d) Do not include wells that the registrant plans to drill, but has not commenced drilling unless there are factors that make such information material. Sec. 229.1207 (Item 1207) Delivery commitments.
(a) If the registrant is committed to provide a fixed and determinable quantity of oil or gas in the near future under existing contracts or agreements, disclose material information concerning the estimated availability of oil and gas from any principal sources, including the following:
(1) The principal sources of oil and gas that the registrant will rely upon and the total amounts that the registrant expects to receive from each principal source and from all sources combined;
(2) The total quantities of oil and gas that are subject to delivery commitments; and
(3) The steps that the registrant has taken to ensure that available reserves and supplies are sufficient to meet such commitments for the next one to three years.
(b) Disclose the information required by this Item:
(1) In a form understandable to investors; and
(2) Based upon the facts and circumstances of the particular situation, including, but not limited to:
(i) Disclosure by geographic area;
(ii) Significant supplies dedicated or contracted to the registrant;
(iii) Any significant reserves or supplies subject to priorities or curtailments which may affect quantities delivered to certain classes of customers, such as customers receiving services under low priority and interruptible contracts;
(iv) Any priority allocations or price limitations imposed by Federal or State regulatory agencies, as well as other factors beyond the registrant's control that may affect the registrant's ability to meet its contractual obligations (the registrant need not provide detailed discussions of price regulation);
(v) Any other factors beyond the registrant's control, such as other parties having control over drilling new wells, competition for the acquisition of reserves and supplies, and the availability of foreign reserves and supplies, which may affect the registrant's ability to acquire additional reserves and supplies or to maintain or increase the availability of reserves and supplies; and
(vi) Any impact on the registrant's earnings and financing needs resulting from its inability to meet short-term or long-term contractual obligations. (See Items 303 and 1209 of Regulation S-K (Sec. Sec. 229.303 and 229.1209).)
(c) If the registrant has been unable to meet any significant delivery commitments in the last three years, describe the circumstances concerning such events and their impact on the registrant.
(d) For purposes of this Item, available reserves are estimates of the amounts of oil and gas which the registrant can produce from current proved developed reserves using presently installed equipment under existing economic and operating conditions and an estimate of amounts that others can deliver to the registrant under long-term contracts or agreements on a per-day, per-month, or per-year basis. Sec. 229.1208 (Item 1208) Oil and gas properties, wells, operations,and acreage.
(a) Disclose, as of a reasonably current date or as of the end of the fiscal year, the total gross and net productive wells, expressed separately for oil and gas (including synthetic oil and gas produced through wells) and the total gross and net developed acreage (i.e., acreage assignable to productive wells) by geographic area.
(b) Disclose, as of a reasonably current date or as of the end of the fiscal year, the amount of undeveloped acreage, both leases and concessions, if any, expressed in both gross and net acres by geographic area, together with an indication of acreage concentrations, and, if material, the minimum remaining terms of leases and concessions.
(c) Definitions. For purposes of this Item 1208, the following terms shall be defined as indicated:
(1) A gross well or acre is a well or acre in which the registrant owns a working interest. The number of gross wells is the total number of wells in which the registrant owns a working interest. Count one or more completions in the same bore hole as one well. In a footnote, disclose the number of wells with multiple completions. If one of the multiple completions in a well is an oil completion, classify the well as an oil well.
(2) A net well or acre is deemed to exist when the sum of fractional ownership working interests in gross wells or acres equals one. The number of net wells or acres is the sum of the fractional working interests owned in gross wells or acres expressed as whole numbers and fractions of whole numbers.
(3) Productive wells include producing wells and wells mechanically capable of production.
(4) Undeveloped acreage encompasses those leased acres on which wells have not been drilled or completed to a point that would permit the production of economic quantities of oil or gas regardless of whether such acreage contains proved reserves. Do not confuse undeveloped acreage with undrilled acreage held by production under the terms of the lease.