Form SF-3 (SEC Form 2909) "Registration Statement Under the Securities Act of 1933"

What Is Form SF-3 (SEC Form 2909)?

This is a legal form that was released by the U.S. Securities and Exchange Commission on May 1, 2019 and used country-wide. As of today, no separate filing guidelines for the form are provided by the issuing department.

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OMB APPROVAL
OMB Number:
3235-0690
Expires:
July 31, 2021
UNITED STATES
Estimated average burden
SECURITIES AND EXCHANGE COMMISSION
hours per response . . .1,382.98
Washington, D.C. 20549
FORM SF-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_______________________________________________________________________________
(Exact name of registrant as specified in its charter)
_______________________________________________________________________________
(State or other jurisdiction of incorporation or organization)
____________________________________
(I.R.S. Employer Identification Number)
Commission File Number of depositor: _________________
Central Index Key Number of depositor: ________________
_______________________________________________________________________________
(Exact name of depositor as specified in its charter)
Central Index Key Number of sponsor (if applicable): _________________________
_______________________________________________________________________________
(Exact name of sponsor as specified in its charter)
_______________________________________________________________________________
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive
offices)
_______________________________________________________________________________
(Name, address, including zip code, and telephone number, including area code, of agent for service)
_______________________________________________________________________________
(Approximate date of commencement of proposed sale to the public)
If any of the securities being registered on this Form SF-3 are to be offered pursuant to Rule 415 under the Se-
curities Act of 1933, check the following box: [ ]
If this Form SF-3 is filed to register additional securities for an offering pursuant to Rule 462(b) under the Secu-
rities Act, please check the following box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [ ]
SEC 2909 (05-19)
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently valid
OMB control number.
OMB APPROVAL
OMB Number:
3235-0690
Expires:
July 31, 2021
UNITED STATES
Estimated average burden
SECURITIES AND EXCHANGE COMMISSION
hours per response . . .1,382.98
Washington, D.C. 20549
FORM SF-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_______________________________________________________________________________
(Exact name of registrant as specified in its charter)
_______________________________________________________________________________
(State or other jurisdiction of incorporation or organization)
____________________________________
(I.R.S. Employer Identification Number)
Commission File Number of depositor: _________________
Central Index Key Number of depositor: ________________
_______________________________________________________________________________
(Exact name of depositor as specified in its charter)
Central Index Key Number of sponsor (if applicable): _________________________
_______________________________________________________________________________
(Exact name of sponsor as specified in its charter)
_______________________________________________________________________________
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive
offices)
_______________________________________________________________________________
(Name, address, including zip code, and telephone number, including area code, of agent for service)
_______________________________________________________________________________
(Approximate date of commencement of proposed sale to the public)
If any of the securities being registered on this Form SF-3 are to be offered pursuant to Rule 415 under the Se-
curities Act of 1933, check the following box: [ ]
If this Form SF-3 is filed to register additional securities for an offering pursuant to Rule 462(b) under the Secu-
rities Act, please check the following box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [ ]
SEC 2909 (05-19)
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently valid
OMB control number.
If this Form SF-3 is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check
the following box and list the Securities Act registration statement number of the earlier effective registration
statement for the same offering: [ ]
CALCULATION OF REGISTRATION FEE
Title of each
Amount to be regis-
Proposed maximum
Proposed maximum
Amount of registra-
class of securities to
tered
offering price per
aggregate offering
tion fee
be registered
unit
price
Notes to the “Calculation of Registration Fee” Table (“Fee Table”):
1.
Specific details relating to the fee calculation shall be furnished in notes to the Fee Table, including
references to provisions of Rule 457 (§ 230.457 of this chapter) relied upon, if the basis of the calculation is not
otherwise evident from the information presented in the Fee Table.
2.
If the filing fee is calculated pursuant to Rule 457(s) under the Securities Act, the Fee Table must state
that it registers an unspecified amount of securities of each identified class of securities and must provide that
the issuer is relying on Rule 456(c) and Rule 457(s). If the Fee Table is amended in a prospectus filed in accor-
dance with Rule 456(c)(1)(ii) (§ 230.456(c)(1)(ii) of this chapter), the Fee Table must specify the aggregate of-
fering price for all classes of securities in the referenced offering or offerings and the applicable registration fee.
3.
Any difference between the dollar amount of securities registered for such offerings and the dollar
amount of securities sold may be carried forward on a future registration statement pursuant to Rule 457 under
the Securities Act.
GENERAL INSTRUCTIONS
I.
Eligibility Requirements for Use of Form SF-3.
This instruction sets forth registrant requirements and transaction requirements for the use of Form SF-3. Any
registrant which meets the requirements of I.A. below (“Registrant Requirements”) may use this Form for the
registration of asset-backed securities (as defined in 17 CFR 229.1101(c)) under the Securities Act of 1933
(“Securities Act”) which are offered in any transaction specified in I.B. below (“Transaction Requirements”)
provided that the requirements applicable to the specified transaction are met. Terms used in this Form have the
same meaning as in Item 1101 of Regulation AB.
A. Registrant Requirements. Registrants must meet the following conditions in order to use this Form
SF-3 for registration under the Securities Act of asset-backed securities offered in the transactions specified in
I.B. below:
1. To the extent the depositor or any issuing entity previously established, directly or indirectly,
by the depositor or any affiliate of the depositor (as defined in Item 1101
of Regulation AB (17 CFR 229.1101)) is or was at any time during the twelve calendar months and any portion
of a month immediately preceding the filing of the registration statement on this Form required to comply with
the transaction requirements in General Instructions I.B.1(a), I.B.1(b), I.B.1(c), and I.B.1(d) of this Form with
respect to a previous offering of asset-backed securities involving the same asset class, the following require-
ments shall apply:
(a) Such depositor and each such issuing entity must have filed on a timely basis all certi-
fications required by I.B.1(a);
(b) Such depositor and each such issuing entity must have filed on a timely basis all trans-
action agreements containing the provisions that are required by I.B.1(b), I.B.1(c), and I.B.1(d); and
(c) If such depositor or issuing entity fails to meet the requirements of I.A.1(a) and
I.A.1(b), such depositor or issuing entity will be deemed to satisfy such requirements for purposes of this Form
SF-3 90 days after the date it files the information required by I.A.1(a) and I.A.1(b).
Instruction to General Instruction I.A.1: The registrant must provide disclosure in a prospectus that is part of
the registration statement that it has met the registrant requirements of I.A.1.
2. To the extent the depositor or any issuing entity previously established, directly or indirectly,
by the depositor or any affiliate of the depositor (as defined in Item 1101 of Regulation AB (17 CFR 229.1101))
is or was at any time during the twelve calendar months and any portion of a month immediately preceding the
filing of the registration statement on this Form SF-3 subject to the requirements of section 12 or 15(d) of the
Exchange Act (15 U.S.C. 78l or 78o(d)) with respect to a class of asset- backed securities involving the same
asset class, such depositor and each such issuing entity must have filed all material required to be filed regarding
such asset-backed securities pursuant to section 13 or 15(d) of the Exchange Act (15 U.S.C. 78m or 78o(d)) for
such period (or such shorter period that each such entity was required to file such materials). In addition, such
material must have been filed in a timely manner, other than a report that is required solely pursuant to Item
1.01, 1.02, 2.03, 2.04, 2.05, 2.06, 4.02(a), 6.01, or 6.03 of Form 8-K (17 CFR 249.308). If Rule 12b-25(b) (17
CFR 240.12b-25(b)) under the Exchange Act was used during such period with respect to a report or a portion
of a report, that report or portion thereof has actually been filed within the time period prescribed by that rule.
Regarding an affiliated depositor that became an affiliate as a result of a business combination transaction dur-
ing such period, the filing of any material prior to the business combination transaction relating to asset-backed
securities of an issuing entity previously established, directly or indirectly, by such affiliated depositor is ex-
cluded from this section, provided such business combination transaction was not part of a plan or scheme to
evade the requirements of the Securities Act or the Exchange Act. See the definition of “affiliate” in Securities
Act Rule 405 (17 CFR 230.405).
B. Transaction Requirements. If the registrant meets the Registrant Requirements specified in I.A.
above, an offering meeting the following conditions may be registered on Form SF-3:
1. Asset-backed securities (as defined in 17 CFR 229.1101(c)) to be offered for cash where the
following have been satisfied:
(a) Certification. The registrant files a certification in accordance with Item 601(b)(36)
of Regulation S-K (§ 229.601(b)(36)) signed by the chief executive officer of the depositor with respect to each
offering of securities that is registered on this Form.
(b) Asset Review Provision. With respect to each offering of securities that is registered
on this Form, the pooling and servicing agreement or other transaction agreement, which shall be filed, must
provide for the following:
(A) The selection and appointment of an asset representations reviewer that is not
(i) affiliated with any sponsor, depositor, servicer, or trustee of the transaction, or any of their affiliates, or (ii)
the same party or an affiliate of any party hired by the sponsor or the underwriter to perform pre-closing due
diligence work on the pool assets;
(B) The asset representations reviewer shall have authority to access copies of any under-
lying documents related to performing a review of the pool assets;
(C) The asset representations reviewer shall be responsible for reviewing the underlying
assets for compliance with the representations and warranties on the pool assets, and shall not otherwise be the
party to determine whether noncompliance with representations or warranties constitutes a breach of any con-
tractual provision. Reviews shall be required under the transaction documents, at a minimum, when the follow-
ing conditions are met:
(1) a threshold of delinquent assets, as specified in the transaction agreements, has
been reached or exceeded; and
(2) an investor vote to direct a review, pursuant to the processes specified in the
transaction agreements, provided that the agreement not require more than: (a) 5% of the
total interest in the pool in order to initiate a vote and (b) a simple majority of those interests casting a vote to
direct a review by the asset representations reviewer;
(D) The asset representations reviewer shall perform, at a minimum, reviews of all assets
60 days or more delinquent when the conditions specified in paragraph C are met; and
(E) The asset representations reviewer shall provide a report to the trustee of the findings
and conclusions of the review of the assets.
Instruction to I.B.1(b).
The threshold of delinquent assets shall be calculated as a percentage of the aggregate dollar amount of delin-
quent assets in a given pool to the aggregate dollar amount of all the assets in that particular pool, measured as
of the end of the reporting period. If the transaction has multiple sub-pools, the transaction agreements must
provide that (i)the delinquency threshold shall be calculated with respect to each sub- pool and (ii) the investor
vote calculation shall be measured as a percentage of investors’ interest in each sub-pool.
(c) Dispute Resolution Provision. With respect to each offering of securities that is reg-
istered on this Form, the pooling and servicing agreement or other transaction agreement, which shall be filed,
must provide for the following:
(A) If an asset subject to a repurchase request, pursuant to the terms of the trans-
action agreements, is not resolved by the end of a 180-day period beginning when notice of the request is
received, then the party submitting such repurchase request shall have the right to refer the matter, at its dis-
cretion, to either mediation or third-party arbitration, and the party obligated to repurchase must agree to the
selected resolution method.
(B) If the party submitting the request elects third-party arbitration, the arbitrator
shall determine the allocation of any expenses. If the party submitting the request elects mediation, the parties
shall mutually determine the allocation of any expenses.
(d) Investor Communication Provision. With respect to each offering of securities that
is registered on this Form, the pooling and servicing agreement or other transaction agreement, which shall be
filed, must contain a provision requiring that the party responsible for making periodic filings on Form 10-D
(§ 249.312) include in the Form 10-D any request received during the reporting period from an investor to
communicate with other investors related to investors exercising their rights under the terms of the transaction
agreements. The disclosure regarding the request to communicate is required to include no more than 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 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 other investors may use to contact the
requesting investor.
Instruction to I.B.1(d). If an underlying transaction agreement contains procedures in order to verify that an
investor is, in fact, a beneficial owner for purposes of invoking the investor communication provision, the verifi-
cation procedures may require no more than the following: (1) if the investor is a record holder of the securities
at the time of a request to communicate, then the investor will not have to provide verification of ownership, and
(2) if the investor is not the record holder of the securities, then the person obligated to make the disclosure may
require no more than a written certification from the investor that it is a beneficial owner and
one other form of documentation such as a trade confirmation, an account statement, a letter from the broker or
dealer, or other similar document.
(e) Delinquent assets. Delinquent assets do not constitute 20% or more, as measured by
dollar volume, of the asset pool as of the measurement date.
(f) Residual value for certain securities. With respect to securities that are backed by
leases other than motor vehicle 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 agree-
ments for the securities, does not constitute 20% or more, as measured by dollar volume, of the securitized pool
balance as of the measurement date.
2. Securities relating to an offering of asset-backed securities registered in accordance with General
Instruction I.B.1. where those securities represent an interest in or the right to the payments of cash flows of
another asset pool and meet the requirements of Securities Act Rule 190(c)(1) through (4) (17 CFR
230.190(c)(1) through (4)).
II.
Application of General Rules and Regulations.
A. Attention is directed to the General Rules and Regulations under the Securities Act, particularly
Regulation C thereunder (l7 CFR 230.400 to 230.499). That Regulation contains general requirements regard-
ing the preparation and filing of registration statements.
B. Attention is directed to Regulation S-K (17 CFR Part 229) for the requirements applicable to the
content of the non-financial statement portions of registration statements under the Securities Act. Where this
Form SF-3 directs the registrant to furnish information required by Regulation S-K and the item of Regulation
S-K so provides, information need only be furnished to the extent appropriate. Notwithstanding Items 501 and
502 of Regulation S-K, no table of contents is required to be included in the prospectus or registration statement
prepared on this Form SF-3. In addition to the information expressly required to be included in a registration
statement on this Form SF-3, registrants also may provide such other information as they deem appropriate.
C. Where securities are being registered on this Form SF-3, Rule 456(c) permits, but does not require,
the registrant to pay the registration fee on a pay-as-you-go basis and Rule 457(s) permits, but does not require,
the registration fee to be calculated on the basis of the aggregate offering price of the securities to be offered in
an offering or offerings off the registration statement. If a registrant elects to pay all or a portion of the reg-
istration fee on a deferred basis, the Fee Table in the initial filing must identify the classes of securities being
registered and provide that the registrant elects to rely on Rule 456(c) and Rule 457(s), but the Fee Table does
not need to specify any other information. When the registrant amends the Fee Table in accordance with Rule
456(c)(1)(ii), the amended Fee Table must include either the dollar amount of securities being registered if paid
in advance of or in connection with an offering or offerings or the aggregate offering price for all classes of
securities referenced in the offerings and the applicable registration fee.
D. Information is only required to be furnished as of the date of initial effectiveness of the registra-