SEC Comment Letter for SLC STUDENT LOAN RECEIVABLES I INC (CIK 0001164019) — Sep 9, 2005
SLC STUDENT LOAN RECEIVABLES I INC (CIK 0001164019)
Date: Sept. 9, 2005 · CIK: 0001164019 · Accession: 0000000000-05-046764
AI Filing Summary & Sentiment
File numbers found in text: 333-127510
Letter
September 7, 2005 Via U.S. Mail Daniel McHugh Chief Financial Officer SLC Student Loan Receivables I, Inc. 750 Washington Boulevard, 9th Floor Stamford, CT 06901
Re: SLC Student Loan Receivables I, Inc. Amendment 1 to Registration Statement on Form S-3 Filed on August 25, 2005 File No. 333-127510
Dear Mr. McHugh,
We are monitoring your filing for disclosure regarding credit enhancement and derivative agreements. We have reviewed your filing and have the following comment. Where indicated, we think you should revise your document in response to this comment. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. After reviewing this information, we may or may not raise additional comments.
The purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects and welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Credit and Cash Flow or other Enhancement or Derivative Arrangements, page 45
1. We note your disclosure of "Commitment Agreements" on page 46 and "Put or Call Options" on page 47. Please supplementally provide us with your analysis of why a pool subject to the right of third parties to purchase all or part of the trust estate should be considered a discrete pool of receivables for the purposes of being considered an asset-backed security. Please refer to section III.A.2. of SEC Release 33-8518.
* * * * *
As appropriate, please amend the registration statement in response to these comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested supplemental information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an informed decision. Since the company and its management are in possession of all facts relating to a company`s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event the company requests acceleration of the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that
* Should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; * The action of the Commission or the staff, acting pursuant to delegated authority in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and * The company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in connection with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the registration statement as a confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding requesting acceleration of a registration statement. Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in advance of the requested effective date.
You may contact Rolaine Bancroft at (202) 551-3313 or me at (202) 551-3348 with any other questions.
Regards,
Jennifer G. Williams
Special Counsel
Show Raw Text
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<TEXT>
Mail Stop 3561
September 7, 2005
Via U.S. Mail
Daniel McHugh
Chief Financial Officer
SLC Student Loan Receivables I, Inc.
750 Washington Boulevard, 9th Floor
Stamford, CT 06901
Re: SLC Student Loan Receivables I, Inc.
Amendment 1 to Registration Statement on Form S-3
Filed on August 25, 2005
File No. 333-127510
Dear Mr. McHugh,
We are monitoring your filing for disclosure regarding
credit
enhancement and derivative agreements. We have reviewed your
filing
and have the following comment. Where indicated, we think you
should
revise your document in response to this comment. If you
disagree, we
will consider your explanation as to why our comment is
inapplicable
or a revision is unnecessary. Please be as detailed as necessary
in
your explanation. After reviewing this information, we may or may
not
raise additional comments.
The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing. We look forward to working
with you in these respects and welcome any questions you may have
about our comments or on any other aspect of our review. Feel
free to
call us at the telephone numbers listed at the end of this letter.
Credit and Cash Flow or other Enhancement or Derivative
Arrangements,
page 45
1. We note your disclosure of "Commitment Agreements" on page 46
and
"Put or Call Options" on page 47. Please supplementally provide
us
with your analysis of why a pool subject to the right of third
parties
to purchase all or part of the trust estate should be considered a
discrete pool of receivables for the purposes of being considered
an
asset-backed security. Please refer to section III.A.2. of SEC
Release 33-8518.
* * * * *
As appropriate, please amend the registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have
made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that
* Should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* The action of the Commission or the staff, acting pursuant to
delegated authority in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* The company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal
securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in connection with our review of your
filing or
in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering of
the securities specified in the above registration statement. We
will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Rolaine Bancroft at (202) 551-3313 or me at
(202) 551-3348 with any other questions.
Regards,
Jennifer G. Williams
Special Counsel
cc: Malcolm P. Wattman, Esq.
Cadwalader
Fax: (212) 504-6666
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Daniel McHugh
SLC Student Loan Receivables I, Inc.
August 26, 2005
Page 1
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