ABS-15G

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM ABS-15G

ASSET-BACKED SECURITIZER

REPORT PURSUANT TO SECTION 15G OF

THE SECURITIES EXCHANGE ACT OF 1934

Check the appropriate box to indicate the filing obligation to which this form is intended to satisfy:

☐ Rule 15Ga-1 under the Exchange Act (17 CFR 240.15Ga-1) for the reporting period

                     to                     

Date of Report (Date of earliest event reported)                     

Commission File Number of securitizer:                     

Central Index Key Number of securitizer:                     

Name and telephone number, including area code, of the person to contact in connection with this filing.

Indicate by check mark whether the securitizer has no activity to report for the initial period pursuant to Rule 15Ga-1(c)(1)  ☐

Indicate by check mark whether the securitizer has no activity to report for the quarterly period pursuant to Rule 15Ga-1(c)(2)(i)  ☐

Indicate by check mark whether the securitizer has no activity to report for the annual period pursuant to Rule 15Ga-1(c)(2)(ii)  ☐

☒ Rule 15Ga-2 under the Exchange Act (17 CFR 240.15Ga-2)

Central Index Key Number of depositor:                     

Laurel Road Prime Student Loan Trust 2017-C

(Exact name of issuing entity as specified in its charter)

Central Index Key Number of issuing entity (if applicable): Not Applicable

Central Index Key Number of underwriter (if applicable): Not Applicable

George Sclavos, Chief Financial Officer

Darien Rowayton Bank, (646) 681-0215

Name and telephone number, including area code, of the person to contact in connection with this filing

SEC 2860 (6-15) Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Item 2.01 Findings and Conclusions of a Third Party Due Diligence Report Obtained by the Issuer.

Attached as Exhibit 99.1 hereto is an agreed-upon procedures report, dated October 31, 2017, obtained by the Securitizer, with respect to certain agreed-upon procedures performed by Deloitte & Touche LLP.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the reporting entity has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Darien Rowayton Bank	(Securitizer, Depositor or Underwriter)
Date October 31, 2017
/s/ George Sclavos	(Signature)*

* Print name and title of the signing officer under his signature.

Name: George Sclavos

Title: Chief Financial Officer

EX-99.1

Exhibit 99.1

	Deloitte & Touche LLP
	Suite 400
	Harborside Plaza 10
	Jersey City, NJ 07311
	USA
	Tel:    +1 212 937 8200
	Fax:   +1 212 937 8298 www.deloitte.com

Darien Rowayton Bank

1001 Post Road

Darien, Connecticut 06820

Independent Accountants’ Report

on Applying Agreed-Upon Procedures

We have performed the procedures described below, which were agreed to by Darien Rowayton Bank (the “Company”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and Credit Suisse Securities (USA) LLC (collectively, the “Other Specified Parties” and, together with the Company, the “Specified Parties”) related to their evaluation of certain information with respect to a portfolio of student loans in connection with the proposed offering of Laurel Road Prime Student Loan Trust 2017-C, Student Loan Asset-Backed Notes.

The Company is responsible for the information provided to us, including the information set forth in the Statistical Loan File (as defined herein). The sufficiency of these procedures is solely the responsibility of the Specified Parties of this report. Consequently, we make no representations regarding the sufficiency of the procedures described below either for the purpose for which this report has been requested or for any other purpose.

Agreed-Upon Procedures

Representatives of the Company, provided us (i) on October 11, 2017 with a computer-generated student loan data file and related record layout containing data, as represented to us by the Company, as of the close of business October 11, 2017, with respect to 2,065 student loan contracts (the “Initial Statistical Loan File”), (ii) October 25, 2017 with an additional computer-generated student loan data file and related record layout containing data, as represented to us by the Company, as of the close of business October 25, 2017, with respect to an additional 356 student loan contracts (the “Subsequent Statistical Loan File”) and (iii) on October 27, 2017 with a supplemental data file containing the borrower income flag and original borrower and original co-borrower FICO scores for each of the Sample Loans (as defined below) (the “Supplemental Loan File”). We were instructed by representatives of the Company to append the Initial Statistical Loan File with the information set forth on the Subsequent Statistical Loan File and Supplemental Loan File. The Initial Statistical Loan File, as adjusted, is hereinafter referred to as the “Statistical Loan File.”

At the Company’s instruction, we randomly selected (i) 80 student loan contracts that were indicated as “closed” on the Initial Statistical Loan File (the “Initial Sample Loans”) and (ii) 20 student loan contracts from the Subsequent Statistical Loan File (the “Additional Sample Loans” and, together with the Initial Sample Loans, the “Sample Loans”). We performed certain comparisons and recomputations for each of the Sample Loans relating to the student loan characteristics (the “Characteristics”) set forth on the Statistical Loan File and indicated below.

Member of

Deloitte Touche Tohmatsu Limited

Characteristics
1.	Loan number (informational purposes only)	9.	Current loan balance
2.	Loan type (fixed or adjustable)	10.	Last payment date*
3.	Original loan balance	11.	Borrower degree program
4.	Original loan term	12.	School name
5.	First disbursement date	13.	Graduation year
6.	Maturity date	14.	Original borrower FICO
7.	Interest rate	15.	Original co-borrower FICO (if applicable)
8.	Borrower state	16.	Gross annual income**

* For Sample Loans that indicated a “last payment amount” greater than $0.00 on the Servicing System Query.

** For Sample Loans that were not identified as “DRB In-School MBA | Application” on the Statistical Loan File.

We compared Characteristics 2. through 4. to the corresponding information set forth on or derived from the Promissory Note or Final Disclosure Statement (collectively, the “Note”); Characteristics 5. through 10. to data queries, provided by the Company on October 26, 2017, from their servicing system (collectively the “Servicing System Query”); Characteristics 11. through 13. to the Loan Application Summary, Education Verification Form or other related correspondence (collectively, the “Degree Verification Form”); Characteristics 14. and 15. to the “Credit Report;” and Characteristic 16. to a borrower’s pay stub, borrower’s W-2 or other related correspondence (collectively, the “Income Verification Documentation”).

For purposes of our procedures and at your instruction:

• with respect to our comparison of Characteristic 3., differences of $1.00 or less are deemed to be “in agreement;”

• with respect to our comparison of Characteristic 10., differences of 30 days or less are deemed to be “in agreement”

• with respect to our comparison of Characteristic 14., (i) if three original borrower FICO scores were observed on the Credit Report, we used the median score or (ii) if two original borrower FICO scores were observed on the Credit Report, we used the lower score;

• with respect to our comparison of Characteristic 15., (i) if three original co-borrower FICO scores were observed on the Credit Report, we used the median score or (ii) if two original co-borrower FICO scores were observed on the Credit Report, we used the lower score; and

• with respect to our comparison of Characteristic 16., for those Sample Loans for which the borrower income flag set forth on the Statistical Loan File indicated “projected,” we were instructed by the Company to compare the gross annual income set forth on the Statistical Loan File to the lesser of (i) the gross annual income, as derived from the “Residency Income Projection Table” provided to us by representatives of the Company, based on the respective borrower’s “residency specialty” (as set forth on the Loan Application Summary) and (ii) $225,000. Further, differences of 5.0% or less of the gross annual income indicated on the Statistical Loan File are deemed to be “in agreement.”

The student loan documents described above, including any information obtained from the servicing system, and any other related documents used in support of the Characteristics were provided to us by representatives of the Company and are collectively referred to hereinafter as the “Loan Documents.” We were not requested to perform, and we did not perform, any procedures with respect to the preparation or verification of any of the information set forth on the Loan Documents and we make no representations concerning the accuracy or completeness of any of the information contained therein. In certain instances, our procedures were performed using data imaged facsimiles or photocopies of the Loan Documents. In addition, we make no representations as to whether the Loan Documents are comprehensive or valid instruments or reflect the current prevailing terms with respect to the corresponding Sample Loans.

Agreed-Upon Procedures’ Findings

The results of the foregoing procedures indicated that the Characteristics set forth on the Statistical Loan File were found to be in agreement with the above mentioned Loan Documents.

******

We make no representations as to the (i) actual characteristics or existence of the underlying documents or data comprising the student loans underlying the Statistical Loan File or the conformity of their characteristics with those assumed for purposes of the procedures described herein, (ii) existence or ownership of the student loans or (iii) reasonableness of any of the aforementioned assumptions, information or methodologies.

It should be understood that we make no representations as to questions of legal interpretation or as to the sufficiency for your purposes of the procedures enumerated in the preceding paragraphs. Also, such procedures would not necessarily reveal any material misstatement of the information referred to above. We have no responsibility to update this report for events and circumstances that occur subsequent to the date of this report.

This agreed-upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants We were not engaged to conduct, and did not conduct, an (i) audit conducted in accordance with generally accepted auditing standards or (ii) examination or a review conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants, the objective of which would be the expression of an opinion or conclusion, respectively on the accompanying information. Accordingly, we do not express such an opinion or conclusion, or any other form of assurance, including reasonable assurance. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you.

None of the engagement, procedures or report was intended to address, nor did they address, the (i) conformity of the origination of the assets to stated underwriting or credit extension guidelines, standards, criteria or other requirements, (ii) value of collateral securing such assets or (iii) compliance of the originator of the assets with federal, state, and local laws and regulations.

None of the engagement, procedures or report were intended to satisfy, nor did they satisfy, any criteria for due diligence published by a nationally recognized statistical rating organization.

This report is intended solely for the information and use of the Specified Parties identified above and is not intended to be and should not be used by anyone other than these Specified Parties.

Yours truly,

/s/ Deloitte & Touche LLP

October 31, 2017