PNC Bank obtains regulatory relief under Section 943 of The Dodd-Frank Wall Street Reform and Consumer Protection Act

Client(s) PNC Bank, National Association

Jones Day represented PNC Bank, National Association in obtaining regulatory relief under Section 943 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. In February 2012, negotiated with the staff of the Division of Corporation Finance of the Securities and Exchange Commission a grant of "no-action" relief to PNC with respect to certain items of compliance under Exchange Act Rule 15Ga-1, which relates to the reporting of repurchase demands under securitizations. This is the only no-action letter specifically interpreting an SEC regulation under Dodd-Frank that the SEC staff has issued and published so far.

Rule 15Ga-1 was promulgated by the SEC as directed by Section 943 of the Dodd-Frank Act and requires "securitizers" to report to the SEC on Form ABS -15G, with full access by the public, repurchase demand activity for both their public and private securitizations. The reporting periods are: (i) the three years ending December 31, 2011, but only if the securitizer had new issuances in that period; and (ii) quarterly, commencing this year. PNC sought relief from the three-year look back reporting requirement based upon the fact that its only issuances were of mortgage-backed securities guaranteed by GNMA ("Ginnie Mae"). The SEC's proposing and adopting releases for Rule 15Ga-1 were silent, as were the numerous comment letters sent to the SEC, concerning the treatment of Ginnie Mae MBS, and their status was not addressed by the American Securitization Forum. In its request letter on behalf of PNC, Jones Day was able to convince the SEC staff to agree that Ginnie Mae MBS issuances should not count for purposes of enforcing the three-year look back.