SEC Comment Letter 0000000000-24-007274 to VW CREDIT LEASING LTD (CIK 0001202610)
VW CREDIT LEASING LTD (CIK 0001202610)
Date: June 27, 2024 · CIK: 0001202610 · Accession: 0000000000-24-007274
AI Filing Summary & Sentiment
File numbers found in text: 333-276654
Letter
United States securities and exchange commission logo June 27, 2024 Garett Miles President and Head of Securitization Volkswagen Auto Lease/Loan Underwritten Funding, LLC 1950 Opportunity Way Suite 1500 Reston, VA 20190 Re:Volkswagen Auto Lease/Loan Underwritten Funding, LLC Amendment No. 1 to Registration Statement on Form SF-3 Filed on May 31, 2024 File No. 333-276654 Dear Garett Miles: We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in our February 20, 2024 letter. Amendment No. 1 to Registration Statement on Form SF-3 Form of Prospectus The Leases Review of Pool Assets, page 82 1.We note your revisions on page 82 in response to prior comment 3 stating that VW Credit will perform a review of any leases and leased vehicles to be added to the pool during a funding or revolving period "to confirm that those leases and leased vehicles satisfy the criteria set forth under 'The Leases-Representations, Warranties and Covenants-Eligibility Criteria and Portfolio Characteristics' in this prospectus." We also note the disclosure on page 115 stating, in relevant part, that the expected characteristics of the subsequent assets “will not vary materially” from the characteristics of the initial pool. These representations appear to be inconsistent with the statement in the Risk Factor on page 20
FirstName LastNameGarett Miles Comapany NameVolkswagen Auto Lease/Loan Underwritten Funding, LLC June 27, 2024 Page 2 FirstName LastName Garett Miles Volkswagen Auto Lease/Loan Underwritten Funding, LLC June 27, 2024 Page 2 (“[This prospectus provides information regarding the leases and leased vehicles…]”) that the subsequent assets may be of a “different credit quality and seasoning” than the initial pool. Please revise the prospectus, both here and elsewhere as appropriate, to reconcile this apparent discrepancy or to otherwise clarify the disclosure. Description of the Transaction Documents The Accounts [Pre-Funding Account], page 115 2.Similarly, the disclosure on page 115 of the form of prospectus that the "underwriting criteria for subsequent leases and leased vehicles are substantially the same" also appears to be inconsistent with the statement in the Risk Factor cited in comment 1 that the initial leases and leased vehicles "may have been originated using credit criteria different from the criteria applied to the [initial pool]." Please revise the form of prospectus, both here and elsewhere as appropriate, to reconcile these statements. If different credit criteria will be used, please revise the prospectus to describe such criteria. Refer to Item 1111(g)(7) of Regulation AB. Part II - Information Not Required in Prospectus Item 14(a) Exhibits, page II-4 3.We note your revisions in the section titled "Asset Representations Review-Asset Review Voting" on page 108 of the form of prospectus in response to prior comment 10. Please also revise Section 7.5 of the Form of Indenture filed as Exhibit 4.1 and elsewhere, as appropriate, for consistency. 4.We are unable to locate relevant provisions in the form of transaction documents filed as exhibits to the registration statement relating to potential funding or revolving periods and the contractual rights or obligations of any transaction party with respect to the establishment, maintenance, use, and/or disposition of a pre-funding account. Please revise the appropriate exhibits as necessary to reflect the relevant terms as disclosed in the form of prospectus. Please contact Komul Chaudhry at 202-551-4746 or Kayla Roberts at 202-551-3490 with any other questions. Sincerely, Division of Corporation Finance Office of Structured Finance
Show Raw Text
United States securities and exchange commission logo
June 27, 2024
Garett Miles
President and Head of Securitization
Volkswagen Auto Lease/Loan Underwritten Funding, LLC
1950 Opportunity Way
Suite 1500
Reston, VA 20190
Re:Volkswagen Auto Lease/Loan Underwritten Funding, LLC
Amendment No. 1 to Registration Statement on Form SF-3
Filed on May 31, 2024
File No. 333-276654
Dear Garett Miles:
We have reviewed your amended 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. Unless we note otherwise,
any references to prior comments are to comments in our February 20, 2024 letter.
Amendment No. 1 to Registration Statement on Form SF-3
Form of Prospectus
The Leases
Review of Pool Assets, page 82
1.We note your revisions on page 82 in response to prior comment 3 stating that VW Credit
will perform a review of any leases and leased vehicles to be added to the pool during a
funding or revolving period "to confirm that those leases and leased vehicles satisfy the
criteria set forth under 'The Leases-Representations, Warranties and Covenants-Eligibility
Criteria and Portfolio Characteristics' in this prospectus." We also note the disclosure on
page 115 stating, in relevant part, that the expected characteristics of the subsequent assets
“will not vary materially” from the characteristics of the initial pool. These
representations appear to be inconsistent with the statement in the Risk Factor on page 20
FirstName LastNameGarett Miles
Comapany NameVolkswagen Auto Lease/Loan Underwritten Funding, LLC
June 27, 2024 Page 2
FirstName LastName
Garett Miles
Volkswagen Auto Lease/Loan Underwritten Funding, LLC
June 27, 2024
Page 2
(“[This prospectus provides information regarding the leases and leased vehicles…]”) that
the subsequent assets may be of a “different credit quality and seasoning” than the initial
pool. Please revise the prospectus, both here and elsewhere as appropriate, to reconcile
this apparent discrepancy or to otherwise clarify the disclosure.
Description of the Transaction Documents
The Accounts
[Pre-Funding Account], page 115
2.Similarly, the disclosure on page 115 of the form of prospectus that the "underwriting
criteria for subsequent leases and leased vehicles are substantially the same" also appears
to be inconsistent with the statement in the Risk Factor cited in comment 1 that the initial
leases and leased vehicles "may have been originated using credit criteria different from
the criteria applied to the [initial pool]." Please revise the form of prospectus, both here
and elsewhere as appropriate, to reconcile these statements. If different credit criteria will
be used, please revise the prospectus to describe such criteria. Refer to Item 1111(g)(7) of
Regulation AB.
Part II - Information Not Required in Prospectus
Item 14(a) Exhibits, page II-4
3.We note your revisions in the section titled "Asset Representations Review-Asset Review
Voting" on page 108 of the form of prospectus in response to prior comment 10. Please
also revise Section 7.5 of the Form of Indenture filed as Exhibit 4.1 and elsewhere, as
appropriate, for consistency.
4.We are unable to locate relevant provisions in the form of transaction documents filed as
exhibits to the registration statement relating to potential funding or revolving periods and
the contractual rights or obligations of any transaction party with respect to the
establishment, maintenance, use, and/or disposition of a pre-funding account. Please
revise the appropriate exhibits as necessary to reflect the relevant terms as disclosed in the
form of prospectus.
Please contact Komul Chaudhry at 202-551-4746 or Kayla Roberts at 202-551-3490 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Structured Finance