SEC Comment Letter 0000000000-23-002407 to First National Master Note Trust (CIK 0001396730)
First National Master Note Trust (CIK 0001396730)
Date: March 13, 2023 · CIK: 0001396730 · Accession: 0000000000-23-002407
AI Filing Summary & Sentiment
File numbers found in text: 333-265694
Letter
United States securities and exchange commission logo March 13, 2023 Anthony Cerasoli President First National Funding LLC 1620 Dodge Street Stop Code 3271 Omaha, Nebraska 68197 Re:First National Master Note Trust First National Funding LLC Post-Effective Amendment No. 1 to Registration Statement on Form SF-3 Filed February 23, 2023 File Nos. 333-265694 and 333-265694-01 Dear Anthony Cerasoli: We have reviewed your post-effective amendment and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply 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 these comments, we may have additional comments. Post-Effective Amendment No. 1 to Registration Statement on Form SF-3 Annex I Static Pool Data, page A-I-15 1.We note your bracketed disclosure indicating the possibility that you will not provide static pool information because all of the accounts are now 60 or more months past the date on which they were originated. Please confirm that the decision to omit static pool disclosure from any prospectus will be made following a determination that such information would not be material to the particular offering. Please also revise your bracketed disclosure to indicate that you will disclose why static pool information is not material to the transaction. Refer to Item 1105(c) of Regulation AB.
FirstName LastNameAnthony Cerasoli Comapany NameFirst National Funding LLC March 13, 2023 Page 2 FirstName LastName Anthony Cerasoli First National Funding LLC March 13, 2023 Page 2 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. Please contact Jason Weidberg at 202-551-6892 or Kayla Roberts at 202- 551-3490 with any other questions. Sincerely, Division of Corporation Finance Office of Structured Finance
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United States securities and exchange commission logo
March 13, 2023
Anthony Cerasoli
President
First National Funding LLC
1620 Dodge Street
Stop Code 3271
Omaha, Nebraska 68197
Re:First National Master Note Trust
First National Funding LLC
Post-Effective Amendment No. 1 to Registration Statement on Form SF-3
Filed February 23, 2023
File Nos. 333-265694 and 333-265694-01
Dear Anthony Cerasoli:
We have reviewed your post-effective amendment and have the following comments. In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply 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 these comments, we may have additional comments.
Post-Effective Amendment No. 1 to Registration Statement on Form SF-3
Annex I
Static Pool Data, page A-I-15
1.We note your bracketed disclosure indicating the possibility that you will not provide
static pool information because all of the accounts are now 60 or more months past the
date on which they were originated. Please confirm that the decision to omit static pool
disclosure from any prospectus will be made following a determination that such
information would not be material to the particular offering. Please also revise your
bracketed disclosure to indicate that you will disclose why static pool information is not
material to the transaction. Refer to Item 1105(c) of Regulation AB.
FirstName LastNameAnthony Cerasoli
Comapany NameFirst National Funding LLC
March 13, 2023 Page 2
FirstName LastName
Anthony Cerasoli
First National Funding LLC
March 13, 2023
Page 2
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. Please contact Jason Weidberg at 202-551-6892 or Kayla Roberts at 202-
551-3490 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Structured Finance