UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM ABS-15G

 

 

ASSET-BACKED SECURITIZER

REPORT PURSUANT TO SECTION 15G OF

THE SECURITIES EXCHANGE ACT OF 1934

Check the appropriate box to indicate the filing obligation to which this form is intended to satisfy:

☐	Rule 15Ga-1 under the Exchange Act (17 CFR 240.15Ga-1) for the reporting period __ to __

Date of Report (Date of earliest event reported)______________________

Commission File Number of securitizer: ____________________

Central Index Key Number of securitizer: ___________________

 

 

 

Name and telephone number, including area code, of the person to

contact in connection with this filing

 

 

Indicate by check mark whether the securitizer has no activity to report for the initial period pursuant to Rule 15Ga-1(c)(1)  ☐

Indicate by check mark whether the securitizer has no activity to report for the quarterly period pursuant to Rule 15Ga-1(c)(2)(i)  ☐

Indicate by check mark whether the securitizer has no activity to report for the annual period pursuant to Rule 15Ga-1(c)(2)(ii)  ☐

 

☒	Rule 15Ga-2 under the Exchange Act (17 CFR 240.15Ga-2)

Central Index Key Number of sponsor: 0001664943

 

 

College Ave Student Loans 2023-A, LLC^*

(Exact name of issuing entity as specified in its charter)

 

 

Central Index Key Number of issuing entity (if applicable): Not applicable

Central Index Key Number of underwriter (if applicable): Not applicable

James W. Keller, Chief Financial Officer (302) 497-0701

Name and telephone number, including area code, of the person to

contact in connection with this filing

 

*	College Avenue Student Loans, LLC, as sponsor/securitizer, is filing this Form ABS-15G in respect of issuances of asset-backed securities by the above referenced issuing entity.

 

 

 

INFORMATION TO BE INCLUDED IN THE REPORT

PART II: FINDINGS AND CONCLUSIONS OF THIRD-PARTY DUE DILIGENCE REPORTS

Item 2.01 Findings and Conclusions of a Third-Party Due Diligence Report Obtained by the Issuer

Attached as Exhibit 99.1 hereto is an agreed-upon procedures report, dated May 1, 2023, obtained by the Securitizer, with respect to certain agreed-upon procedures performed by Deloitte & Touche LLP.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the reporting entity has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: May 1, 2023				College Avenue Student Loans, LLC
				(Securitizer)
				By:		/s/ James W. Keller
				Name:		James W. Keller
				Title:		Chief Financial Officer

EXHIBIT INDEX

 

Exhibit No.		Description
Exhibit 99.1		Independent Accountants’ Report on Applying Agreed-Upon Procedures, dated May 1, 2023, of Deloitte & Touche LLP.

				Deloitte & Touche LLP Suite 400 Harborside Plaza 10 Jersey City, NJ 07311 USA   Tel:   +1 212 937 8200 Fax:  +1 212 937 8298 www.deloitte.com

College Avenue Student Loans, LLC

233 N. King Street

Wilmington, Delaware 19801

Independent Accountants’ Report

on Applying Agreed-Upon Procedures

We have performed the procedures described below, related to certain information with respect to a portfolio of student loan contracts in connection with the proposed offering of College Ave Student Loans Trust 2023-A, LLC Asset-Backed Notes. College Avenue Student Loans, LLC (the “Company”) is responsible for the information provided to us, including the information set forth in the Statistical Loan File (as defined herein).

The Company has agreed to the procedures and acknowledged that the procedures performed are appropriate to meet the intended purpose of evaluating the accuracy of certain information set forth in the Statistical Loan File. Additionally, Barclays Capital Inc. and BofA Securities, Inc. (collectively with the Company, the “Specified Parties”) have agreed to the procedures and acknowledged that the procedures performed are appropriate for their purposes. This report may not be suitable for any other purpose. The procedures performed may not address all of the items of interest to a user of the report and may not meet the needs of all users of the report and, as such, users are responsible for determining whether the procedures performed are appropriate for their purposes. Consequently, we make no representations regarding the appropriateness of the procedures described below either for the purpose for which this report has been requested or for any other purpose.

Agreed-Upon Procedures

On April 20, 2023, representatives of the Company provided us with a computer-generated student loan contract data file and related record layout containing data, as represented to us by the Company, as of the close of business on March 31, 2023, with respect to 27,776 student loan contracts (the “Initial Statistical Loan File”). At the instruction of the Company, we randomly selected 150 student loan contracts from the Student Loan Listing (the “Sample Loans”).

Further, on April 25, 2023, representatives of the Company provided us with a supplemental data file containing the borrower first name and borrower last name for each of the 150 Sample Loans (the “Supplemental Data File”). Representatives of the Company instructed us to append the Initial Statistical Loan File with the information set forth on the Supplemental Data File. The Initial Statistical Loan File, as adjusted, is hereinafter referred to as the “Statistical Loan File.”

At the instruction of the Company, we performed certain comparisons and recomputations for each of the Sample Loans relating to the student loan characteristics (the “Characteristics”) set forth on the Statistical Loan File and indicated below.

 

		Member of Deloitte Touche Tohmatsu Limited

Characteristics

1.  Loan number (informational purposes only) 2.  Borrower first name 3.  Borrower last name 4.  School name 5.  Loan ID 6.  Loan type 7.  Borrower state 8.  Original principal balance 9.  Current interest rate 10.  Current principal balance 11.  First disbursement date 12.  Repayment begin date		13.  Loan status 14.  Last day of enrollment* 15.  Deferment/forbearance end date (if applicable) 16.  Grace end date 17.  Days past due 18.  Number of scheduled remaining payments 19.  School code 20.  Initial repayment schedule type option 21.  Maturity Date 22.  Credit score 23.  School type

*For Sample Loans with a loan status as set forth on the Servicing System (as defined herein) of “enrolled” only.

We compared Characteristics 2. and 3. to the corresponding information set forth on the Promissory Note, Loan Application or Final Disclosure (collectively, the “Promissory Note”) and to the Company’s servicing system (the “Servicing System”).

We compared Characteristics 4. and 5. to the corresponding information set forth on the Promissory Note.

We compared Characteristics 6. through 19. to the corresponding information set forth on or derived from the Servicing System.

Using methodologies provided to us by representatives of the Company, we compared Characteristics 20. and 21. to the corresponding information set forth on the Servicing System.

We compared Characteristic 22. to a query from the Company’s origination system provided to us by the Company on April 26, 2023 (the “Credit Score Query”).

On April 27, 2023, at the instruction of the Company, we accessed the “College Navigator Website” (https://nces.ed.gov/collegenavigator/) and, using the school name (as set forth on the Promissory Note), we compared Characteristic 23. to the corresponding information set forth on the College Navigator Website.

For purposes of our procedures and at your instruction:

 

•

with respect to our comparison of Characteristics 11., 12., 14., 15., 16. and 21., differences of 60 days or less were deemed to be “in agreement.”

The student loan documents described above, including any information obtained from the Servicing System, Credit Score Query or College Navigator Website, and any other related documents used in support of the Characteristics were provided to us by representatives of the Company and are collectively referred to hereinafter as the “Loan Documents.” We were not requested to perform, and we did not perform, any procedures with respect to the preparation or verification of any of the information set forth on the Loan Documents and we make no representations concerning the accuracy or completeness of any of the information contained therein. In certain instances, our procedures were performed using data imaged facsimiles or photocopies of the Loan Documents. In addition, we make no representations as to whether the Loan Documents are comprehensive or valid instruments or reflect the current prevailing terms with respect to the corresponding Sample Loans.

Agreed-Upon Procedures’ Findings

The results of the foregoing procedures indicated that the Characteristics set forth on the Statistical Loan File were found to be in agreement with the above-mentioned Loan Documents.

******

We make no representations as to the (i) actual characteristics or existence of the underlying documents or data comprising the student loan contracts underlying the Statistical Loan File or the conformity of their characteristics with those assumed for purposes of the procedures described herein, (ii) existence or ownership of the student loan contracts or (iii) reasonableness of any of the aforementioned assumptions, information or methodologies.

It should be understood that we make no representations as to questions of legal interpretation or as to the sufficiency for your purposes of the procedures enumerated in the preceding paragraphs. Also, such procedures would not necessarily reveal any material misstatement of the information referred to above. We have no responsibility to update this report for events and circumstances that occur subsequent to the date of this report.

We were engaged by the Company to perform this agreed-upon procedures engagement and conducted our engagement in accordance with attestation standards established by the American Institute of Certified Public Accountants (“AICPA”). An agreed-upon procedures engagement involves the practitioner performing specific procedures that the engaging party has agreed to and acknowledged to be appropriate for the purpose of the engagement and reporting on findings based on the procedures performed. We were not engaged to conduct, and did not conduct, an (i) audit conducted in accordance with generally accepted auditing standards or (ii) examination or a review engagement conducted in accordance with attestation standards established by the AICPA, the objective of which would be the expression of an opinion or conclusion, respectively, on the Statistical Loan File. Accordingly, we do not express such an opinion or conclusion, or any other form of assurance, including reasonable assurance. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you.

We are required to be independent of the Company and to meet our other ethical responsibilities, as applicable for agreed-upon procedures engagements set forth in the Preface: Applicable to All Members and Part 1 – Members in Public Practice of the Code of Professional Conduct established by the AICPA. Independence requirements for agreed-upon procedure engagements are less restrictive than independence requirements for audit and other attestation services.

None of the engagement, procedures or report was intended to address, nor did they address, the (i) conformity of the origination of the assets to stated underwriting or credit extension guidelines, standards, criteria or other requirements, (ii) value of collateral securing such assets or (iii) compliance of the originator of the assets with federal, state, and local laws and regulations.

None of the engagement, procedures or report were intended to satisfy, nor did they satisfy, any criteria for due diligence published by a nationally recognized statistical rating organization.

This report is intended solely for the information and use of the Specified Parties identified above and is not intended to be and should not be used by anyone other than these Specified Parties.

Yours truly,

/s/ Deloitte & Touche LLP

May 1, 2023