
The Past is Prologue
Availability of SEC Registration for Canadian Covered Bonds
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. Even though covered bonds are not “asset-backed securities,” that relief was predicated on the covered bond Guarantor complying with certain reporting requirements under Regulation AB. 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.
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. In light of this development, and following on the SEC’s 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 “asset-backed securities,” 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.
On May 12, 2026, the SEC Staff granted relief on the terms set forth in its letter. As noted above, the letter reiterates that covered bonds are not “asset-backed securities” as defined under the Exchange Act. 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. Loan level disclosure is not required. 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. See the incoming letter for the specific detailed discussion and conditions.
UK Overseas Recognition Regimes

UK Overseas Recognition Regime
The UK Government today published a response to the Policy Update 2025 setting out HM Treasury’s approach to replacing the existing equivalence regimes inherited from the EU and in the UK CRR with legislation which is tailored to the UK’s needs, and which fully reflects the government’s outcomes-focused approach to the unilateral regulatory recognition of overseas jurisdictions. These are called ‘Overseas Recognition Regimes’.
HM Treasury explained its intention to restate existing equivalence decisions made under the UK CRR equivalence regimes so that jurisdictions currently deemed equivalent are treated as designated under the Overseas Prudential Requirements Regime (OPRR) and generally to preserve the effects of the current decisions, except regarding exposures to exchanges.
HM Treasury has today published the draft regulations for the OPRR and is seeking industry views by 2 April 2026. These regulations are intended to legislate for the approach set out below. Responses can be sent by email to Prudential.Consultation@hmtreasury.gov.uk.
HM Treasury agrees that ensuring an appropriate prudential treatment of overseas covered bonds is important for the safety and soundness and growth and competitiveness of the UK financial services sector and the UK as a whole.
HM Treasury stated that it considers that the most timely, prudent and proportionate way to achieve these objectives in respect of the categorisation of covered bonds for liquidity purposes is to maintain the approach whereby firms are able to use certain non-UK covered bonds to meet their LCR requirements, within the criteria specified in PRA rules. The PRA statement on 15 July 2025, clarified that the PRA does not expect firms to alter their approach to the inclusion of non-UK covered bonds in Level 2A HQLA under the Liquidity Coverage Ratio (CRR) Part of the PRA Rulebook. That statement remains applicable. Since then, PRA has completed a review of the current liquidity treatment of non-UK covered bonds, and intends to consult on changes to PRA rules to confirm firms’ role in assessing the equivalence of non-UK covered bonds included in Level 2A HQLA.
HM Treasury and the PRA will work together to explore the most appropriate prudential treatment of overseas covered bonds for capital purposes. To facilitate options to address this, HM Treasury intends to introduce a power to designate jurisdictions through the OPRR for overseas covered bonds. This would allow HM Treasury, including through advice provided by the FCA and PRA, to consider whether the designation of a particular jurisdiction would advance HM Treasury’s policy objectives and introduce the most appropriate capital treatment for overseas covered bonds. The draft OPRR legislation, published today, will introduce this power in regulation 5..
GSE Change Status?

GSE Change in Status?
Will the status of the GSEs ever change? It is questionable whether any change can be accomplished in a midterm election year. We have seen some action in 2025. There is a strong concern whether the private residential mortgage market has the capacity to pick up any reduction in the market percentage currently handled by the GSEs. The private market for securitization of residential mortgage loan (“RMBS”) is only about 20% of its pre-crisis size. SEC registered RMBS is non-existent today, likely as a result of an ABS rule change in 2014 that requires disclosure of up to 270 data point for every mortgage loan. This disclosure is required at the time of issuance and periodically thereafter for the life of the securitization. There has not been a single SEC registered RMBS since this requirement became effective. So the private market today in RMBS consists solely of private placements, for which the market is more restrictive.
Relying on this more restrictive market to take up the slack caused by a reduced GSE footprint would seem unlikely. Without the more robust SEC registered RMBS market functioning, reducing the GSE footprint would seem risky; any significant impairment of the ability to finance single family homes would adversely affect the economy and be politically fatal.
The new administration at the SEC has taken a step in resolving this dilemma with the publication of a concept release seeking comment generally on the Commission’s ABS rule and particularly on the loan level data requirements. See Release 33-11391, Sept. 26, 2025. The comment period closed in early December, so the comments are now available online. If the SEC is able to find a disclosure solution acceptable to the market, it may be able to restart the SEC registered RMBS market. Only then would change in the status of the GSEs be possible.
GSE Reform Coming?

GSE Reform Coming?
The Wall Street Journal (6 Feb 2025) reported that the newly confirmed Secretary of HUD (Housing and Urban Development), Mr. Scott Turner, will be “quarterbacking” an effort to privatize Fannie Mae and Freddie Mac, working with the Treasury and Congress. The Journal said that “it remains to be seen how much of a priority privatization is for President Trump.” Skeptics warn of damage to the forward market for MBS that permits lenders to lock in mortgage rates for borrowers at the time of application for a loan.
If there is movement on the two GSEs, there is likely to be a wider discussion of housing finance, which opens the door for discussing covered bonds as an element of a stronger private market to support housing if the roles of Fannie Mae and Freddie Mac are reduced. As noted previously, SEC registered RMBS is also seen as an important contributor to a stronger private market for financing residential mortgage loans.
Videos
These are videos from recent covered bond conferences and other events that relate to Canadian or U.S.$ covered bonds.
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ECBC Covered Bond Video Series | Denmark • ECBC |
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ECBC Covered Bond Video Series | Norway • ECBC |
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2025 SF Conversations • Fitch |
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European Covered Bond Directive • Euromoney |
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Covered bonds and securitisations are easily confused • Euromoney |
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TCB Roadshow 2022 | The implications of growth: Canadian covered bonds in 2022 and beyond |
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Mayer Brown Webinar • 2020Covered Bonds Update in the United StatesJerry Marlatt and Laura Drumm |
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US $ covered bonds – back again • Euromoney 2019 |
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Equal treatment for non-EU covered bonds? What’s needed? • Euromoney 2018 |
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Euromoney/ECBC Covered Bond Congress 2018, 13 September 2018 • MunichConcerns about the Covered Bond Directive. |
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Euromoney/ECBC Covered Bond Congress 2018, 13 September 2018 • MunichOutlook for the Canadian covered bond market and prospects for the U.S. market |
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Euromoney/ECBC Covered Bond Congress 2018, 13 September 2018 • MunichImpact of MREL and TLAC on covered bond issuance. |
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Euromoney/ECBC North America Covered Bond Forum, 19 April 2018 • VancouverKeynote Address by Sandra Johnson, FHFA |
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Euromoney/ECBC North America Covered Bond Forum, 19 April 2018 • VancouverInterview with Sandra Johnson, FHFA |
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Euromoney/ECBC North America Covered Bond Forum, 19 April 2018 • VancouverInterview with Jerry Marlatt on "What Hope for America". |
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Congressman Jeb Hensarling On Covered Bonds • 2010 |
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Congressman Scott Garrett On Covered Bonds • 2010 |
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Garrett Introduces Covered Bonds Amendment • 2010 |

















