SEC Comment Letter 0000000000-23-013564 to AFS SENSUB CORP. (CIK 0001347185)
AFS SENSUB CORP. (CIK 0001347185)
Date: Dec. 13, 2023 · CIK: 0001347185 · Accession: 0000000000-23-013564
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-275606
Letter
United States securities and exchange commission logo December 13, 2023 Sheli Fitzgerald Chief Executive Officer and President AFS Sensub Corp. 801 Cherry Street, Suite 3500 Fort Worth, Texas 76102 Re:AFS Sensub Corp. Registration Statement on Form SF-3 Filed November 16, 2023 File No. 333-275606 Dear Sheli Fitzgerald : 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 The Automobile Loan Contracts Composition[ of Each Pool], page 68 2.We note that some number of assets in the pool may be delinquent. Please confirm that delinquent assets will not constitute 20% or more of any such asset pool. Refer to General Instruction I.B.1(e) of Form SF-3.
FirstName LastNameSheli Fitzgerald Comapany NameAFS Sensub Corp. December 13, 2023 Page 2 FirstName LastName Sheli Fitzgerald AFS Sensub Corp. December 13, 2023 Page 2 Yield and Prepayment Considerations, page 86 3.We note your bracketed disclosure on page 87 that the timing of changes in SOFR may affect the actual yields on the notes and prospective investors must make an independent decision as to the appropriate SOFR assumptions to be used in deciding whether to purchase notes. Please revise your disclosure to describe how the timing of changes in SOFR may affect actual yields, the extent and impact of such changes upon actual yields, and how investors may mitigate risks associated with the relationship between changes in SOFR and actual yields. To the extent such risks are not addressed in your risk factors, please revise your risk factors accordingly. 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 Shalini Shah at 202-551-5942 or Arthur Sandel at 202-551-3262 with any questions. Sincerely, Division of Corporation Finance Office of Structured Finance
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United States securities and exchange commission logo
December 13, 2023
Sheli Fitzgerald
Chief Executive Officer and President
AFS Sensub Corp.
801 Cherry Street, Suite 3500
Fort Worth, Texas 76102
Re:AFS Sensub Corp.
Registration Statement on Form SF-3
Filed November 16, 2023
File No. 333-275606
Dear Sheli Fitzgerald :
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
The Automobile Loan Contracts
Composition[ of Each Pool], page 68
2.We note that some number of assets in the pool may be delinquent. Please confirm that
delinquent assets will not constitute 20% or more of any such asset pool. Refer to General
Instruction I.B.1(e) of Form SF-3.
FirstName LastNameSheli Fitzgerald
Comapany NameAFS Sensub Corp.
December 13, 2023 Page 2
FirstName LastName
Sheli Fitzgerald
AFS Sensub Corp.
December 13, 2023
Page 2
Yield and Prepayment Considerations, page 86
3.We note your bracketed disclosure on page 87 that the timing of changes in SOFR may
affect the actual yields on the notes and prospective investors must make an independent
decision as to the appropriate SOFR assumptions to be used in deciding whether to
purchase notes. Please revise your disclosure to describe how the timing of changes in
SOFR may affect actual yields, the extent and impact of such changes upon actual yields,
and how investors may mitigate risks associated with the relationship between changes in
SOFR and actual yields. To the extent such risks are not addressed in your risk factors,
please revise your risk factors accordingly.
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 Shalini Shah at 202-551-5942 or Arthur Sandel at 202-551-3262 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Structured Finance