OMB Number: 3235-0675
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
CB DEPOSITOR 2016-A SPV, LLC
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 filing) __________________ |
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)(l) [ ] |
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) [ ] |
X | Rule 15Ga-2 under the Exchange Act (17 CFR 240.15Ga-2) |
Central Index Key Number of depositor: 0001671571 |
CB DEPOSITOR 2016-A SPV, LLC
(Exact name of issuing entity as specified in its charter)
Central Index Key Number of issuing entity (if applicable): 0001671638 |
Central Index Key Number of underwriter (if applicable): Not applicable |
Morgan Edwards, (203) 273-7370 |
Name and telephone
number, including area code, of the person
to contact in connection with this filing.
FINDINGS AND CONCLUSIONS OF THIRD-PARTY DUE DILIGENCE REPORTS
Item 2.01 Findings and Conclusions of a Third Party Due Diligence Report Obtained by the Issuer
The disclosures required by Rule 15Ga-2 (17 CFR 240.15Ga-2) are attached an Exhibit to this Form ABS-15G. Please see the Exhibit Index for the related information.
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.
CB DEPOSITOR 2016-A SPV, LLC | |||
Date: April 7, 2016 | By: /s/ T. Morgan Edwards II | ||
Name: | T. Morgan Edwards II | ||
Title: | Chief Financial Officer |
EXHIBIT INDEX
Exhibit Number
99.1 Deloitte & Touche LLP Agreed-Upon Procedures Letter
Exhibit 99.1
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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 |
April 5, 2016
CommonBond, Inc.
524 Broadway, 6th Floor
New York, New York 10013
Independent Accountants’ Report
on Applying Agreed-Upon Procedures
Ladies and Gentlemen:
We have performed the procedures described below, which were agreed to by CommonBond, Inc. (the “Company”) and Barclays Capital Inc. (the “Other Specified Party” 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 CommonBond Student Loan Trust 2016-A, Private Credit Student Loan-Backed Notes (the “Transaction”).
This agreed-upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. 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
On March 22, 2016, representatives the Company provided us with a computer-generated student loan data file and related record layout containing, as represented to us by the Company, data as of March 16, 2016, with respect to 2,398 student loans (the “Initial Statistical Loan File”). Further, on March 27, 2016 representatives of the Company provided us with a supplemental student loan data file containing “borrower name” and “amount of last payment” information for each of the 2,398 student loans set forth on the Initial Statistical Loan File (the “Supplemental Loan File”).
Representatives of the Company instructed us to append the Initial Statistical Loan File with the information set forth on the Supplemental Loan File. The Initial Statistical Loan File, as adjusted, is herein referred to as the “Statistical Loan File.”
At your instruction, we randomly selected 100 student loans (the “Sample Loans”) from the Statistical Loan File and 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.
Characteristics
1. Loan number (for informational purposes) 2. Loan type (In-school, Refinance) 3. Borrower name 4. Borrower state 5. Original loan balance 6. Deferment end date (if applicable) 7. Forbearance end date (if applicable) 8. Amount of last payment 9. First disbursement date 10. Loan status 11. Current interest rate
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12. Current loan balance 13. Repayment begin date 14. Repayment end date 15. Borrower credit score 16. Co-borrower credit score (if applicable) 17. Credit score 18. Borrower income 19. School 20. Graduation year 21. Borrower degree program
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We compared Characteristics 2. and 3. (as set forth on the Statistical Loan File) to the corresponding information set forth on or derived from the Promissory Note or Approval Disclosure Statement (collectively, the “Originating Documents”) and to an electronic loan file, prepared, created, and delivered by the Company to us on March 31, 2016, from the Company’s servicing system as of March 16, 2016 (the “Servicer System File”); Characteristics 4. through 14. to the Servicer System File; Characteristics 15. through 17. to the “Credit Report;” Characteristic 18. to a borrower’s pay stub, borrower’s W-2 or other related correspondence (collectively, the “Income Verification Documentation”) and Characteristics 19. through 21. to the Degree Verified Certificate, or other related correspondence (collectively, the “Degree Verification Form”).
At your instruction, for purposes of our comparisons:
· | with respect to our comparison of Characteristic 2., a loan type of (i) “refinance” as set forth on the Statistical Loan File is noted to be in agreement with “consolidation” as set forth on the Originating Documents and (ii) “in-school” as set forth on the Statistical Loan File is noted to be in agreement with “private education” as set forth on the Originating Documents. Further, a loan type of (i) “refinance” as set forth on the Statistical Loan File is noted to be in agreement with “CBGRL” or “CBHBRD” as set forth on the Servicer System File and (ii) “in-school” as set forth on the Statistical Loan File is noted to be in agreement with “CBMBA” and as set forth on the Servicer System File. |
· | with respect to our comparison of Characteristic 5., for those Sample Loans indicated to be “in-school” as set forth on the Statistical Loan File, we were instructed to multiply the original loan balance as set forth on the Servicer System File by 102% and compare such recomputed amount. Such comparisons were found to be in agreement; |
· | with respect to our comparison of Characteristic 17., if a borrower and co-borrower credit score were observed on the Credit Report, we compared the higher score; and |
· | with respect to our comparison of Characteristic 18., differences of 2.5% or less of the borrower income amount indicated on the Statistical Loan File are noted to be in agreement; |
The student loan documents (including the Servicer System File) described above 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, 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.
Member of | |
Deloitte Touche Tohmatsu Limited |
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, except as described in Appendix A. Supplemental information is contained on Appendix B.
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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. The information provided to us, including the information set forth in the Statistical Loan File, is the responsibility of the Company.
We were not engaged to conduct, and did not conduct, (i) an audit conducted in accordance with generally accepted auditing standards or (ii) an 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 limited assurance on the accompanying information. Accordingly, we do not express such an opinion, limited assurance, 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. We have no responsibility to update this report for events or circumstances occurring after the date of this report.
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,
Appendix A to Independent Accountants’ Report on Applying Agreed-Upon Procedures issued by Deloitte & Touche LLP dated April 5, 2016. In applying our agreed-upon procedures as outlined above, we noted the following:
Exception Description Number |
Exception Description |
1 | Three difference in School. |
2 | Five differences in Graduation year |
3 | Three differences in Borrower degree program |
4 | Two differences in Borrower income |
The information above reflects the procedures performed and is subject to the conditions set forth in the agreed-upon procedures report to which this appendix is attached.
Appendix B to Independent Accountants’ Report on Applying Agreed-Upon Procedures issued by Deloitte & Touche LLP dated April 5, 2016
Supplemental Information Related to the Findings Set Forth on Appendix A
Exception Description Number |
Sample Loan number |
Characteristic |
Characteristic set forth on the Statistical Loan File |
Characteristic set forth on the Degree Verification Form |
1 | 2235840000L0XS425 | School | University of the Incarnate Word | North Carolina School of the Arts |
1 | 2235840000L1H843C | School | Saint Mary’s University | Texas A&M University – Corpus Christi |
1 | 2235840000L20O44B | School | Palo Alto University | Ohio Northern University |
2 | 2235840000L1K043O | Graduation Year | 2016 | 2011 |
2 | 2235840000LOE73IH | Graduation Year | 2014 | 2013 |
2 | 2235840000LPPF3OF | Graduation Year | 1983 | 1980 |
2 | 2235840000LQH73S5 | Graduation Year | 2015 | 2011 |
2 | 9000030000L1MS006 | Graduation Year | 2014 | 2015 |
3 | 9000030000L2PO00H | Borrower degree program | Masters | Bachelors |
3 | 9000030000L290002 | Borrower Degree program | Masters | Bachelors |
3 | 9000030000L29000A | Borrower Degree program | Masters | Bachelors |
Exception Description Number |
Sample Loan number |
Characteristic |
Characteristic set forth on the Statistical Loan File |
Characteristic set forth on the Income Verification Documentation |
4 | 2235840000LNBB3EC | Borrower Income | $5,000.00 | $4,812.52 |
4 | 2235840000LRBR3WK | Borrower Income | $5,583.00 | $9,284.65 |
The information above reflects the procedures performed and is subject to the conditions set forth in the agreed-upon procedures report to which this appendix is attached.