Correspondence 0001193125-23-180267 from Bridgecrest Auto Funding LLC (CIK 0001974820)
Bridgecrest Auto Funding LLC (CIK 0001974820)
Date: June 30, 2023 · CIK: 0001974820 · Accession: 0001193125-23-180267
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File numbers found in text: 333-271899
Letter
Division of Corporation Finance Attention: Jason Weidberg and Arthur Sandel Re: Bridgecrest Auto Funding LLC Registration Statement on Form SF-3 Filed May 12, 2023 File No. 333-271899
Dear Mr. Weidberg and Mr. Sandel:
On behalf of Bridgecrest Auto Funding LLC (the “Depositor”) and in response to the letter (the “Comment Letter”) dated June 7, 2023 from the staff of the Securities and Exchange Commission (the “Staff”) to the Depositor, the Depositor is submitting herewith, electronically via EDGAR, Amendment No. 1 to the captioned Registration Statement on Form SF-3. For your convenience, a copy of this letter is being delivered to you via e-mail, together with a copy of Amendment No. 1, which has been marked to show the changes from the Registration Statement as filed on May 12, 2023, as well as a clean copy of Amendment No. 1.
The Depositor’s responses to the Comment Letter are set forth below. For ease of reference, the Staff’s comment has been repeated below in italics. (Please note that page number references in our responses below refer to the applicable page number in the clean copies of Amendment No.1.) Unless otherwise noted, the use of “we,” “us” and similar terms refers to the Depositor, in its capacity as the registrant and the issuer under Regulation AB.
Capitalized terms not defined herein have the meanings assigned to them in the Registration Statement.
June 30, 2023
Page
Form of Prospectus
General
1. Please review defined terms throughout your registration statement to ensure they are defined as intended. For example, we note “funding period” has not been formally defined and does not appear in the index of defined terms beginning on page I-1 of your form of prospectus.
Response
We have reviewed defined terms throughout the registration statement to ensure they are defined as intended and included in the index of defined terms beginning on page I-1 of the form of prospectus, if applicable. For example, we have formally defined “funding period” on page 9 of the prospectus, “targeted overcollateralization amount” on page 13 of the prospectus and conformed the usage of “APR” and “contract rate” throughout the prospectus.
We have also lowercased certain terms, where applicable, such as, for example, the use of “compliance bulletin” on page 30 of the prospectus, “servicer” on page 31 of the prospectus, “cut-off date” on page 50 of the prospectus, “receivables” on pages 50 and 110 of the prospectus, “total aggregate outstanding principal balance” on page 59 of the prospectus, “event of default” on page 102 of the prospectus, “servicer replacement event” on page 102 of the prospectus and “principal balance” on page 152 of the prospectus.
We have also deleted certain defined terms from the glossary that are not used, such as “Contract Rate”, “Grantor Trust Percentage Interest” and “Majority Grantor Trust Certificateholders”.
Form of Prospectus
Cover Page
2. Please clarify on the cover page of your registration statement that the depositor is also acting as depositor to the grantor trusts described in the registration statement.
Response
We have clarified on the cover page of the registration statement that the depositor is also acting as depositor to the grantor trusts described in the registration statement.
June 30, 2023
Page
Summary of Terms
Statistical Information, page 8
3. We note that the exceptions listed here for the receivables in the receivables pool as of the statistical cut-off date do not match the exceptions listed in the risk factor on page 24 of your form of prospectus. Specifically, exception (iii) on page 24 does not appear in the summary. Please revise accordingly and elsewhere in the prospectus, as necessary.
Response
We have revised the exceptions listed for the receivables in the receivables pool as of the statistical cut-off date in the summary on page 8 of the prospectus to conform to the exceptions listed in the risk factors on page 24 of the prospectus and the exceptions listed on page 56 of the prospectus under “The Receivables Pool – Characteristics of the Receivables”.
Summary of Terms
Subsequent Receivables, page 9
4. Please confirm the funding period will not extend for more than one year from the date of issuance of the securities. Refer to Item 1101(c)(3)(ii) of Regulation AB.
Response
We confirm that the funding period will not extend for more than one year from the date of the issuance of the securities in accordance with Item 1101(c)(3)(ii) of Regulation AB.
Origination, page 48
5. We note your bracketed placeholder to disclose information under Item 1110(a) of Regulation AB about any originator or group of originators that originated, or is expected to originate, 10% or more of the pool assets. For clarity, please also include a bracketed placeholder to disclose information under Item 1110(b) of Regulation AB about any originator or group of originators that originated, or is expected to originate, 20% or more of the pool assets.
Response
We have updated the disclosure on page 48 of the prospectus to include a bracketed placeholder to disclose information under Item 1110(b) of Regulation AB about any originator or group of originators that originated, or is expected to originate, 20% or more of the pool assets.
June 30, 2023
Page
If you have specific questions you would like to discuss, please do not hesitate to contact the undersigned, Angela M. Ulum, at (312) 701-7776, or Lindsay M. O’Neil, at (312) 701-8933. Please communicate any remaining comments to my attention at the address and/or facsimile number above.
Sincerely,
/s/ Angela M. Ulum
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CORRESP 1 filename1.htm SEC Response Letter Mayer Brown LLP 71 South Wacker Drive Chicago, IL 60606 United States of America June 30, 2023 T: +1 312 782 0600 F: +1 312 701 7711 mayerbrown.com U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Attention: Jason Weidberg and Arthur Sandel Re: Bridgecrest Auto Funding LLC Registration Statement on Form SF-3 Filed May 12, 2023 File No. 333-271899 Dear Mr. Weidberg and Mr. Sandel: On behalf of Bridgecrest Auto Funding LLC (the “Depositor”) and in response to the letter (the “Comment Letter”) dated June 7, 2023 from the staff of the Securities and Exchange Commission (the “Staff”) to the Depositor, the Depositor is submitting herewith, electronically via EDGAR, Amendment No. 1 to the captioned Registration Statement on Form SF-3. For your convenience, a copy of this letter is being delivered to you via e-mail, together with a copy of Amendment No. 1, which has been marked to show the changes from the Registration Statement as filed on May 12, 2023, as well as a clean copy of Amendment No. 1. The Depositor’s responses to the Comment Letter are set forth below. For ease of reference, the Staff’s comment has been repeated below in italics. (Please note that page number references in our responses below refer to the applicable page number in the clean copies of Amendment No.1.) Unless otherwise noted, the use of “we,” “us” and similar terms refers to the Depositor, in its capacity as the registrant and the issuer under Regulation AB. Capitalized terms not defined herein have the meanings assigned to them in the Registration Statement. June 30, 2023 Page 2 Form of Prospectus General 1. Please review defined terms throughout your registration statement to ensure they are defined as intended. For example, we note “funding period” has not been formally defined and does not appear in the index of defined terms beginning on page I-1 of your form of prospectus. Response We have reviewed defined terms throughout the registration statement to ensure they are defined as intended and included in the index of defined terms beginning on page I-1 of the form of prospectus, if applicable. For example, we have formally defined “funding period” on page 9 of the prospectus, “targeted overcollateralization amount” on page 13 of the prospectus and conformed the usage of “APR” and “contract rate” throughout the prospectus. We have also lowercased certain terms, where applicable, such as, for example, the use of “compliance bulletin” on page 30 of the prospectus, “servicer” on page 31 of the prospectus, “cut-off date” on page 50 of the prospectus, “receivables” on pages 50 and 110 of the prospectus, “total aggregate outstanding principal balance” on page 59 of the prospectus, “event of default” on page 102 of the prospectus, “servicer replacement event” on page 102 of the prospectus and “principal balance” on page 152 of the prospectus. We have also deleted certain defined terms from the glossary that are not used, such as “Contract Rate”, “Grantor Trust Percentage Interest” and “Majority Grantor Trust Certificateholders”. Form of Prospectus Cover Page 2. Please clarify on the cover page of your registration statement that the depositor is also acting as depositor to the grantor trusts described in the registration statement. Response We have clarified on the cover page of the registration statement that the depositor is also acting as depositor to the grantor trusts described in the registration statement. June 30, 2023 Page 3 Summary of Terms Statistical Information, page 8 3. We note that the exceptions listed here for the receivables in the receivables pool as of the statistical cut-off date do not match the exceptions listed in the risk factor on page 24 of your form of prospectus. Specifically, exception (iii) on page 24 does not appear in the summary. Please revise accordingly and elsewhere in the prospectus, as necessary. Response We have revised the exceptions listed for the receivables in the receivables pool as of the statistical cut-off date in the summary on page 8 of the prospectus to conform to the exceptions listed in the risk factors on page 24 of the prospectus and the exceptions listed on page 56 of the prospectus under “The Receivables Pool – Characteristics of the Receivables”. Summary of Terms Subsequent Receivables, page 9 4. Please confirm the funding period will not extend for more than one year from the date of issuance of the securities. Refer to Item 1101(c)(3)(ii) of Regulation AB. Response We confirm that the funding period will not extend for more than one year from the date of the issuance of the securities in accordance with Item 1101(c)(3)(ii) of Regulation AB. Origination, page 48 5. We note your bracketed placeholder to disclose information under Item 1110(a) of Regulation AB about any originator or group of originators that originated, or is expected to originate, 10% or more of the pool assets. For clarity, please also include a bracketed placeholder to disclose information under Item 1110(b) of Regulation AB about any originator or group of originators that originated, or is expected to originate, 20% or more of the pool assets. Response We have updated the disclosure on page 48 of the prospectus to include a bracketed placeholder to disclose information under Item 1110(b) of Regulation AB about any originator or group of originators that originated, or is expected to originate, 20% or more of the pool assets. June 30, 2023 Page 4 If you have specific questions you would like to discuss, please do not hesitate to contact the undersigned, Angela M. Ulum, at (312) 701-7776, or Lindsay M. O’Neil, at (312) 701-8933. Please communicate any remaining comments to my attention at the address and/or facsimile number above. Sincerely, /s/ Angela M. Ulum Angela M. Ulum cc: Daniel Gaudreau Lindsay M. O’Neil