I am congenitally pessimistic and some have, shockingly, called me cynical. Early last week, while we waited for Reg AB, I would have bet more than a dollar that there would have been a number of things in this final Rule which would disappoint.
Well, I was broadly wrong. The Rule as published, with its commentary (nearly 700 pages) is frankly… just not bad. Having been through it for a first go (and it is a slog) it is more notable for what it doesn’t do, than for what it does. It does not extend Reg AB to the 144A market as was suggested by the republished preliminary rule from 2011. It does not include the whacky waterfall computation program from that prior missive. It does not require all the transaction documents to be filed by the date of the preliminary prospectus. It does not impose its own bespoke version of risk retention as a condition to shelf registration. It does not turn some poor bastard who happens to be the CEO of the depositor into a guarantor of the success of the offering, and it does not continually reset a five-day pre-pricing requirement for the delivery of the final prospectus supplement when any late deal change occur. Continue Reading