(c)Definitions. For purposes of this section: Asset-backed security has the same meaning as in section 3(a)(79) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(79) ), and also includes a synthetic asset-backed security and a hybrid cash and synthetic asset-backed security.
Distribution means:
(i) An offering of securities, whether or not subject to registration under the Securities Act of 1933, that is distinguished from ordinary trading transactions by the presence of special selling efforts and selling methods; or(ii) An offering of securities made pursuant to an effective registration statement under the Securities Act of 1933.Initial purchaser means a person who has agreed with an issuer to purchase a security from the issuer for resale to other purchasers in transactions that are not required to be registered under the Securities Act in reliance upon 17 CFR 230.144A or that are otherwise not required to be registered because they do not involve any public offering.
Placement agent and underwriter each mean a person who has agreed with an issuer or selling security holder to:
(i) Purchase securities from the issuer or selling security holder for distribution;(ii) Engage in a distribution for or on behalf of such issuer or selling security holder; or(iii) Manage or supervise a distribution for or on behalf of such issuer or selling security holder.Securitization participant means:
(i) An underwriter, placement agent, initial purchaser, or sponsor of an asset-backed security; or(ii) Any affiliate (as defined in 17 CFR 230.405 ) or subsidiary (as defined in 17 CFR 230.405 ) of a person described in paragraph (i) of this definition if the affiliate or subsidiary: (A) Acts in coordination with a person described in paragraph (i) of this definition; or(B) Has access to or receives information about the relevant asset-backed security or the asset pool underlying or referenced by the relevant asset-backed security prior to the first closing of the sale of the relevant asset-backed security.Sponsor means:
(i) Any person who organizes and initiates an asset-backed securities transaction by selling or transferring assets, either directly or indirectly, including through an affiliate, to the entity that issues the asset-backed security; or(ii) Any person with a contractual right to direct or cause the direction of the structure, design, or assembly of an asset-backed security or the composition of the pool of assets underlying or referenced by the asset-backed security, other than a person who acts solely pursuant to such person's contractual rights as a holder of a long position in the asset-backed security.(iii) Notwithstanding paragraph (ii) of this definition, a person that performs only administrative, legal, due diligence, custodial, or ministerial acts related to the structure, design, assembly, or ongoing administration of an asset-backed security or the composition of the pool of assets underlying or referenced by the asset-backed security will not be a sponsor for purposes of this rule.(iv) Notwithstanding paragraphs (i) and (ii) of this definition, the United States or an agency of the United States will not be a sponsor for purposes of this rule with respect to an asset-backed security that is fully insured or fully guaranteed as to the timely payment of principal and interest by the United States.