In April 2012, the SEC’s Division of Corporate Finance announced that it had sent a letter to certain financial institutions relating to their structured note offerings.

The SEC’s letter consists of 14 numbered paragraphs. The letter contains several statements of the Staff’s positions relating to structured notes (some of which repeats, or elaborates on, prior guidance), and requests for additional information from issuers (some of which may lead to further issuer-specific comments). As discussed in more detail below, the letter may lead to a variety of changes in current offering practices, as well as additional regulatory actions by the SEC.