SEC Comment Letter 0000000000-24-000180 to Porsche Auto Funding LLC (CIK 0001541507)
Porsche Auto Funding LLC (CIK 0001541507)
Date: Jan. 5, 2024 · CIK: 0001541507 · Accession: 0000000000-24-000180
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File numbers found in text: 333-275929
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United States securities and exchange commission logo
January 5, 2024
Ross Dupper
President
Porsche Auto Funding LLC
One Porsche Drive
Atlanta, Georgia 30354
Re:Porsche Auto Funding LLC
Registration Statement on Form SF-3
Filed December 7, 2023
File No. 333-275929
Dear Ross Dupper:
We have reviewed your registration statement and have the following comment(s).
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.
2.Please confirm that, if delinquent assets are included in the pool at the time of the
prospectus, the delinquent assets will not constitute 20% or more of the asset pool on the
date of any issuance of notes under this form of prospectus. Refer to General Instruction
I.B.1(e) of Form SF-3.
3.We note that your registration statement contemplates the offering of floating rate notes,
and that your form of prospectus includes bracketed disclosure indicating that, if floating
rate notes are offered, the applicable prospectus will disclose the terms of the index that
FirstName LastNameRoss Dupper
Comapany NamePorsche Auto Funding LLC
January 5, 2024 Page 2
FirstName LastNameRoss Dupper
Porsche Auto Funding LLC
January 5, 2024
Page 2
will be used to determine interest payments for such floating rate notes. Please revise your
form of prospectus to identify and describe the specific index or indices that you expect
will be used to determine interest payments for any such floating rate notes. Refer to Item
1113(a)(3) of Regulation AB. Please also update your risk factor disclosure to discuss
material risks related to any such indices, if applicable. Refer to Item 1103(b) of
Regulation AB and Item 503(c) of Regulation S-K.
Form of Prospectus
The Sponsor, page 43
4.Your disclosure suggests that Porsche Financial Services, Inc. ("PFS"), as sponsor and
originator, may have an obligation to repurchase a receivable for breach of a
representation or warranty. In particular, we note your risk factor disclosure on page 25 of
your form of prospectus stating that "[w]hile the seller or PFS may be obligated to
repurchase a receivable, the seller or PFS may not be financially in a position to fund its
repurchase obligation, which could result in a loss on your notes." Please confirm that you
will provide information regarding PFS' financial condition if there is a material risk that
the ability of PFS to comply with any such repurchase provisions could have a material
impact on pool performance or performance of the asset-backed securities. Refer to Item
1104(f) of Regulation AB.
The Transfer Agreements and the Administration Agreement
[The Revolving Period], page 92
5.Your disclosure on page 93 of your form of prospectus, as well as in the corresponding
section of the Summary of Terms, states that "[t]here are no stated limits on the amount of
additional receivables allowed to be purchased during the revolving period in terms of
either dollars or percentage of the initial asset pool." However, your disclosure under
"Payments of Principal" on page 80 of your form of prospectus includes a bracketed
placeholder for the maximum amount of additional assets that may be acquired during the
revolving period and the percentage of the asset pool that may be acquired during the
revolving period, to the extent applicable. Please revise your form of prospectus as
necessary to clarify whether there will be stated limits on the amount of additional
receivables allowed to be purchased during the revolving period.
Part II - Information Not Required In Prospectus
Item 14. Exhibits, page II-2
6.Please file your remaining exhibits with your next amendment. Refer to Item 1100(f) of
Regulation AB and Instruction 1 to Item 601 of Regulation S-K.
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.
FirstName LastNameRoss Dupper
Comapany NamePorsche Auto Funding LLC
January 5, 2024 Page 3
FirstName LastName
Ross Dupper
Porsche Auto Funding LLC
January 5, 2024
Page 3
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 Hodan Siad at 202-679-7829 or Benjamin Meeks at 202-551-7146 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Structured Finance