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SEC Comment Letter 0000000000-24-006751 to NISSAN AUTO RECEIVABLES Co II LLC (CIK 0001129068)

NISSAN AUTO RECEIVABLES Co II LLC (CIK 0001129068)
Date: June 12, 2024 · CIK: 0001129068 · Accession: 0000000000-24-006751

AI Filing Summary & Sentiment

File numbers found in text: 333-279448

Date
June 12, 2024
Author
Not clearly detected
Form
UPLOAD
Company
NISSAN AUTO RECEIVABLES Co II LLC (CIK 0001129068)

Letter

United States securities and exchange commission logo June 12, 2024 Douglas E. Gwin, Jr. Assistant Treasurer Nissan Auto Receivables Company II LLC One Nissan Way Franklin, TN 37067 Re:Nissan Auto Receivables Company II LLC Registration Statement on Form SF-3 Filed on May 16, 2024 File No. 333-279448 Dear Douglas E. Gwin, Jr.: We have reviewed your registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Registration Statement on Form SF-3 General 1.Please confirm that the depositor or any issuing entity previously established, directly or indirectly, by the depositor or any affiliate of the depositor has been current and timely with Exchange Act reporting during the last twelve months with respect to asset-backed securities involving the same asset class. Please refer to General Instruction I.A.2. of Form SF-3.

Form of Prospectus Summary [Subsequent Receivables], page 4 2.We note your disclosure here and elsewhere throughout the prospectus that the issuing entity may use the amounts on deposit in the pre-funding account to acquire additional receivables from the depositor. Please revise your prospectus where appropriate to include

FirstName LastNameDouglas E. Gwin, Jr. Comapany NameNissan Auto Receivables Company II LLC June 12, 2024 Page 2 FirstName LastName Douglas E. Gwin, Jr. Nissan Auto Receivables Company II LLC June 12, 2024 Page 2 disclosure about the nature of the review of these additional receivables performed by the depositor as required by Rule 193 and whether those receivables deviate from disclosed underwriting criteria or other criteria or benchmarks used to evaluate the assets. Refer to Securities Act Rule 193 and Items 1111(a)(7), 1111(a)(8), and 1111(g)(8) of Regulation AB. 3.We note that the funding period will end on the earliest to occur of certain enumerated occurrences. Please confirm that any such funding period will not extend for more than one year from the date of issuance of the securities. See Item 1101(c)(3)(ii) of Regulation AB.

We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Komul Chaudhry at 202-551-4746 or Arthur Sandel at 202-551-3262 with any questions. Sincerely, Division of Corporation Finance Office of Structured Finance

Show Raw Text
United States securities and exchange commission logo
June 12, 2024
Douglas E. Gwin, Jr.
Assistant Treasurer
Nissan Auto Receivables Company II LLC
One Nissan Way
Franklin, TN 37067
Re:Nissan Auto Receivables Company II LLC
Registration Statement on Form SF-3
Filed on May 16, 2024
File No. 333-279448
Dear Douglas E. Gwin, Jr.:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form SF-3
General
1.Please confirm that the depositor or any issuing entity previously established, directly or
indirectly, by the depositor or any affiliate of the depositor has been current and timely
with Exchange Act reporting during the last twelve months with respect to asset-backed
securities involving the same asset class. Please refer to General Instruction I.A.2. of Form
SF-3.

Form of Prospectus
Summary
[Subsequent Receivables], page 4
2.We note your disclosure here and elsewhere throughout the prospectus that the issuing
entity may use the amounts on deposit in the pre-funding account to acquire additional
receivables from the depositor. Please revise your prospectus where appropriate to include

 FirstName LastNameDouglas E. Gwin, Jr.
 Comapany NameNissan Auto Receivables Company II LLC
 June 12, 2024 Page 2
 FirstName LastName
Douglas E. Gwin, Jr.
Nissan Auto Receivables Company II LLC
June 12, 2024
Page 2
disclosure about the nature of the review of these additional receivables performed by the
depositor as required by Rule 193 and whether those receivables deviate from disclosed
underwriting criteria or other criteria or benchmarks used to evaluate the assets. Refer to
Securities Act Rule 193 and Items 1111(a)(7), 1111(a)(8), and 1111(g)(8) of Regulation
AB.
3.We note that the funding period will end on the earliest to occur of certain enumerated
occurrences. Please confirm that any such funding period will not extend for more than
one year from the date of issuance of the securities. See Item 1101(c)(3)(ii) of Regulation
AB.

            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Komul Chaudhry at 202-551-4746 or Arthur Sandel at 202-551-3262 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Structured Finance