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.