{"id":10667,"date":"2026-05-13T04:11:24","date_gmt":"2026-05-13T04:11:24","guid":{"rendered":"https:\/\/usatrustedlawyers.com\/blog\/the-past-is-prologue-availability-of-sec-registration-for-canadian-covered-bonds-mayer-brown-free-writings-perspectives\/"},"modified":"2026-05-13T04:11:24","modified_gmt":"2026-05-13T04:11:24","slug":"the-past-is-prologue-availability-of-sec-registration-for-canadian-covered-bonds-mayer-brown-free-writings-perspectives","status":"publish","type":"post","link":"https:\/\/usatrustedlawyers.com\/blog\/the-past-is-prologue-availability-of-sec-registration-for-canadian-covered-bonds-mayer-brown-free-writings-perspectives\/","title":{"rendered":"The Past is Prologue \u2013 Availability of SEC Registration for Canadian Covered Bonds | Mayer Brown Free Writings + Perspectives"},"content":{"rendered":"\n
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In 2012, the SEC Staff granted no action relief to Royal Bank of Canada to register covered bonds on a Registration Statement on Form F-3.\u00a0 Even though covered bonds are not \u201casset-backed securities,\u201d that relief was predicated on the covered bond Guarantor complying with certain reporting requirements under Regulation AB.\u00a0 When Regulation AB was amended in 2014 to add extensive loan level disclosure requirements for residential mortgage loans, continued reliance on the no action relief became impractical if not impossible for covered bonds.<\/p>\n

With the creation in 2012 of the extensive Canadian regulatory framework for covered bond registration and issuance under the oversight of the Canadian Mortgage and Housing Corporation, there now has developed an approach under Canadian law for the issuance of Canadian covered bonds, as well as for ongoing reporting requirements.\u00a0 In light of this development, and following on the SEC\u2019s Concept Release on Residential Mortgage-Backed Securities Disclosures and Enhancements to Asset-Backed Securities Registration, which sought comments on loan level disclosures and the definition of \u201casset-backed securities,\u201d among other things, we sought a no-action letter to provide Canadian issuers that offer covered bonds compliant with the CMHC framework the option to register these with the SEC without the reporting requirements under Regulation AB.<\/p>\n

On May 12, 2026, the SEC Staff granted relief on the terms set forth in its letter.\u00a0 As noted above, the letter reiterates that covered bonds are not \u201casset-backed securities\u201d as defined under the Exchange Act.\u00a0 The letter provides that a CMHC bank registrant may register (with the Guarantor as a co-registrant) the offer and sale of covered bonds on Form F-3.\u00a0 Loan level disclosure is not required.\u00a0 No other periodic filings would be required of the Guarantor other than compliance with a requirement to file (not furnish) on Form 6-K the monthly investor report currently required under the CMHC Guide.\u00a0 See the letter for the specific detailed discussion and conditions.<\/p>\n

Read the no action letter<\/a> and the incoming letter<\/a>.<\/p>\n

[View source<\/a>.]<\/p>\n<\/div>\n","protected":false},"excerpt":{"rendered":"

In 2012, the SEC Staff granted no action relief to Royal Bank of Canada to register covered bonds on a Registration Statement on Form F-3.\u00a0 Even though covered […]<\/p>\n","protected":false},"author":1,"featured_media":10668,"comment_status":"open","ping_status":"open","sticky":false,"template":"","format":"standard","meta":{"footnotes":""},"categories":[6],"tags":[7939,7940,1683,1502,7300,221,3723,7464,7938,2332,762,7463],"class_list":["post-10667","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-lawyers","tag-availability","tag-bonds","tag-brown","tag-canadian","tag-covered","tag-free","tag-mayer","tag-perspectives","tag-prologue","tag-registration","tag-sec","tag-writings"],"_links":{"self":[{"href":"https:\/\/usatrustedlawyers.com\/blog\/wp-json\/wp\/v2\/posts\/10667","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/usatrustedlawyers.com\/blog\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/usatrustedlawyers.com\/blog\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/usatrustedlawyers.com\/blog\/wp-json\/wp\/v2\/users\/1"}],"replies":[{"embeddable":true,"href":"https:\/\/usatrustedlawyers.com\/blog\/wp-json\/wp\/v2\/comments?post=10667"}],"version-history":[{"count":0,"href":"https:\/\/usatrustedlawyers.com\/blog\/wp-json\/wp\/v2\/posts\/10667\/revisions"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/usatrustedlawyers.com\/blog\/wp-json\/wp\/v2\/media\/10668"}],"wp:attachment":[{"href":"https:\/\/usatrustedlawyers.com\/blog\/wp-json\/wp\/v2\/media?parent=10667"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/usatrustedlawyers.com\/blog\/wp-json\/wp\/v2\/categories?post=10667"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/usatrustedlawyers.com\/blog\/wp-json\/wp\/v2\/tags?post=10667"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}