10-D 1 c116602.htm Barclays 10D prepared by Black and Callow


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-D
 
ASSET-BACKED ISSUER
Distribution Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
 
For the monthly distribution period from May 1, 2020 to May 31, 2020
 
Commission File Number of issuing entity:  333-205943, 333-228394
Central Index Key Number of issuing entity: 0001552111
 
BARCLAYS DRYROCK ISSUANCE TRUST
 
(Exact name of issuing entity as specified in its charter)
 
Commission File Number of depositor:  333-205943-01, 333-228394-02
Central Index Key Number of depositor: 0001551964
 
BARCLAYS DRYROCK FUNDING LLC
 
(Exact name of depositor as specified in its charter)
 
Commission File Number of sponsor:  333-205943-02, 333-228394-01
Central Index Key Number of sponsor: 0001551423
 
BARCLAYS BANK DELAWARE
 
(Exact name of sponsor as specified in its charter)
 
Yasser Rezvi, Phone: (212) 526-5847
(Name and telephone number, including area code, of the person to contact in connection with this filing)
 
Delaware
(State or other jurisdiction of incorporation or organization of the issuing entity)
 
30-6324196
(I.R.S. Employer Identification No.)
 
c/o Wilmington Trust, National Association
19890
Rodney Square North
(Zip Code)
1100 North Market Street
 
Wilmington, DE
 
(Address of principal executive offices of issuing entity)
 

(302) 651-1000
(Telephone number, including area code)
 
(Former name, former address, if changed since last report)
 
Each class of Notes to which this report on Form 10-D relates as set forth in the distribution reports attached hereto as Exhibit 99 is subject to the reporting requirements of Section 15(d) of the Securities Exchange Act of 1934.

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ___
 

 

PART I – DISTRIBUTION INFORMATION
 
ITEM 1 – Distribution and Pool Performance Information.
 
The information required by Items 1121(a) and 1121(b) of Regulations AB is contained in the distribution reports attached hereto as Exhibit 99.
 
With respect to the information required by Item 1121(c) of Regulation AB, Barclays Dryrock Funding LLC (CIK # 0001551964) has no repurchase activity to report for the period from May 1, 2020 to May 31, 2020 for the Barclays Dryrock Issuance Trust. Barclays Dryrock Funding LLC’s most recent Form ABS-15G was filed on February 14, 2020.
 
With respect to the information required by Item 1121(d) and Item 1121(e) of Regulation AB, Barclays Dryrock Funding LLC has no activity to report for the period from May 1, 2020 to May 31, 2020.

In accordance with its credit and collection policies, Barclays Bank Delaware, as Servicer, has granted payment relief to certain accounts in connection with the COVID-19 pandemic. Those accounts receiving payment relief may not advance to the next delinquency cycle, including eventually to charge-off, in the same timeframe that would have occurred had the payment relief not been granted. Thus, delinquency data for the May 2020 Monthly Period set forth in the Monthly Servicer’s Statements attached hereto as Exhibit 99 may be impacted by an increased amount of payment relief granted in connection with the COVID-19 pandemic.
 

 

 

PART II – OTHER INFORMATION

 

ITEM 2 – Legal Proceedings. 

U.S. Bank National Association (“US Bank”), as indenture trustee, has provided the following information to Barclays Dryrock Funding LLC for inclusion in this Form 10-D:

In the last several years, U.S. Bank and other large financial institutions have been sued in their capacity as trustee or successor trustee for certain residential mortgage backed securities (“RMBS”) trusts.  The complaints, primarily filed by investors or investor groups against U.S. Bank and similar institutions, allege the trustees caused losses to investors as a result of alleged failures by the sponsors, mortgage loan sellers and servicers to comply with the governing agreements for these RMBS trusts.  Plaintiffs generally assert causes of action based upon the trustees’ purported failures to enforce repurchase obligations of mortgage loan sellers for alleged breaches of representations and warranties, notify securityholders of purported events of default allegedly caused by breaches of servicing standards by mortgage loan servicers and abide by a heightened standard of care following alleged events of default. 

U.S. Bank denies liability and believes that it has performed its obligations under the RMBS trusts in good faith, that its actions were not the cause of losses to investors, that it has meritorious defenses, and it has contested and intends to continue contesting the plaintiffs’ claims vigorously.  However, U.S. Bank cannot assure you as to the outcome of any of the litigation, or the possible impact of these litigations on the trustee or the RMBS trusts. 

On March 9, 2018, a law firm purporting to represent fifteen Delaware statutory trusts (the “DSTs”) that issued securities backed by student loans (the “Student Loans”) filed a lawsuit in the Delaware Court of Chancery against U.S. Bank in its capacities as indenture trustee and successor special servicer, and three other institutions in their respective transaction capacities, with respect to the DSTs and the Student Loans.  This lawsuit is captioned The National Collegiate Student Loan Master Trust I, et al. v. U.S. Bank National Association, et al., C.A. No. 2018-0167-JRS (Del. Ch.) (the “NCMSLT Action”).  The complaint, as amended on June 15, 2018, alleged that the DSTs have been harmed as a result of purported misconduct or omissions by the defendants concerning administration of the trusts and special servicing of the Student Loans.  Since the filing of the NCMSLT Action, certain Student Loan borrowers have made assertions against U.S. Bank concerning special servicing that appear to be based on certain allegations made on behalf of the DSTs in the NCMSLT Action.

U.S. Bank believes that it has performed its obligations as indenture trustee and special servicer in good faith and in compliance in all material respects with the terms of the agreements governing the DSTs, and accordingly that the claims against it in the NCMSLT Action are without merit. 

U.S. Bank has filed a motion seeking dismissal of the operative complaint in its entirety with prejudice pursuant to Chancery Court Rules 12(b)(1) and 12(b)(6) or, in the alternative, a stay of the case while other prior filed disputes involving the DSTs and the Student Loans are litigated.  On November 7, 2018, the Court ruled that the case should be stayed in its entirety pending resolution of the first-filed cases.  On January 21, 2020, the Court entered an order consolidating for pretrial purposes the NCMSLT Action and three other lawsuits pending in the Delaware Court of Chancery concerning the DSTs and the Student Loans (the “Consolidated Action”).  U.S. Bank and other parties to the Consolidated Action have briefed and argued motions for judgment on the pleadings pursuant to Chancery Court Rule 12(c) regarding disputed issues of contractual interpretation at issue in one or more of the cases comprising the Consolidated Action, including the NCMSLT Action.  The Court has not yet ruled on these motions or on U.S. Bank’s dismissal motion in the NCMSLT Action.

U.S. Bank intends to continue to defend the NCMSLT Action vigorously.

 

ITEM 10 – Exhibits
 

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SIGNATURES
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
Dated:  June 15, 2020
 
 
BARCLAYS DRYROCK FUNDING LLC
(Depositor)
 
By: /s/ Yasser Rezvi                                  
 
 
Name: Yasser Rezvi
Title:   President and Treasurer
 

 

 
 
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