0001104659-24-073353.txt : 20240620 0001104659-24-073353.hdr.sgml : 20240620 20240620152153 ACCESSION NUMBER: 0001104659-24-073353 CONFORMED SUBMISSION TYPE: ABS-15G PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20240618 ITEM INFORMATION: Findings and Conclusions of the Third Party Due Diligence Provider Obtained by the Issuer FILED AS OF DATE: 20240620 DATE AS OF CHANGE: 20240620 ABS RULE: RULE-15GA2 REGISTERED ENTITY: N ABS ASSET CLASS: Auto loans FILER: COMPANY DATA: COMPANY CONFORMED NAME: GLS Auto Receivables LLC CENTRAL INDEX KEY: 0001645741 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] ORGANIZATION NAME: Office of Structured Finance IRS NUMBER: 472946812 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: ABS-15G SEC ACT: Dodd Frank Act SEC FILE NUMBER: 025-01971 FILM NUMBER: 241055897 BUSINESS ADDRESS: STREET 1: 1200 BROOKFIELD BOULEVARD, SUITE 300 CITY: GREENVILLE STATE: SC ZIP: 29607 BUSINESS PHONE: 864-385-6589 MAIL ADDRESS: STREET 1: 1200 BROOKFIELD BOULEVARD, SUITE 300 CITY: GREENVILLE STATE: SC ZIP: 29607 DEPOSITOR: COMPANY DATA: COMPANY CONFORMED NAME: GLS Auto Receivables LLC CENTRAL INDEX KEY: 0001645741 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] ORGANIZATION NAME: Office of Structured Finance IRS NUMBER: 472946812 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: ABS-15G SEC ACT: Dodd Frank Act BUSINESS ADDRESS: STREET 1: 1200 BROOKFIELD BOULEVARD, SUITE 300 CITY: GREENVILLE STATE: SC ZIP: 29607 BUSINESS PHONE: 864-385-6589 MAIL ADDRESS: STREET 1: 1200 BROOKFIELD BOULEVARD, SUITE 300 CITY: GREENVILLE STATE: SC ZIP: 29607 SECURITIZER: COMPANY DATA: COMPANY CONFORMED NAME: GLS Auto Receivables LLC CENTRAL INDEX KEY: 0001645741 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] ORGANIZATION NAME: Office of Structured Finance IRS NUMBER: 472946812 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: ABS-15G SEC ACT: Dodd Frank Act SEC FILE NUMBER: 025-01971 BUSINESS ADDRESS: STREET 1: 1200 BROOKFIELD BOULEVARD, SUITE 300 CITY: GREENVILLE STATE: SC ZIP: 29607 BUSINESS PHONE: 864-385-6589 MAIL ADDRESS: STREET 1: 1200 BROOKFIELD BOULEVARD, SUITE 300 CITY: GREENVILLE STATE: SC ZIP: 29607 ABS-15G 1 tm2417574d1_abs15g.htm ABS-15G

 

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): _____________

 

 

(Exact name of securitizer as specified in its charter)

 

     
(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) ¨

 

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

 

           GLS Auto Select Receivables Trust 2024-3            
(Exact name of issuing entity as specified in its charter)

 

Central Index Key Number of depositor:     0001645741          

 

Central Index Key Number of issuing entity (if applicable):                                    

 

Central Index Key Number of underwriter (if applicable):                                       

 

Mark McCall, (864) 385-6589

Name and telephone number, including area code,
of the person to contact in connection with this filing

 

 

 

 

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

 

See Independent Accountants’ Report on Applying Agreed-Upon Procedures, dated June 18, 2024, attached as Exhibit 99.1 to this report.

 

 

 

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.

 

  GLS Auto Receivables LLC  
  (Depositor)  
     
     
     
  By:    /s/ Kevin Webb  
    Name: Kevin Webb  
    Title: Assistant Secretary  

 

Date: June 20, 2024

 

 

 

 

EX-99.1 2 tm2417574d1_ex99-1.htm EXHIBIT 99.1

 

  Exhibit 99.1
   
   
Deloitte & Touche LLP
Suite 301
Harborside Plaza 10
Jersey City, NJ 07311
USA

 

  Tel:  +1 212 937 8200
www.deloitte.com

 

Global Lending Services LLC

1200 Brookfield Boulevard

Greenville, South Carolina 29607

 

 

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 automobile loans in connection with the proposed offering of GLS Auto Select Receivables Trust 2024- 3, Automobile Receivables-Backed Notes. Global Lending Services 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, BMO Capital Markets Corp., (together with the Company, the “Specified Parties”) has 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 May 29, 2024, representatives of the Company provided us with a computer-generated automobile loan data file and related record layout containing data, as represented to us by the Company, as of May 28, 2024, with respect to 6,999 automobile loans (the “Statistical Loan File”). At the Company’s instruction, we randomly selected 150 automobile loans from the Statistical Loan File (the “Sample Loans”) and performed certain comparisons and recomputations for each of the Sample Loans relating to the automobile loan characteristics (the “Characteristics”) set forth on the Statistical Loan File and indicated below.

 

 

Characteristics

1. Vehicle identification number (“VIN”) 7. Vehicle model
2. Origination date 8. Vehicle model year
3. Original amount financed 9. Borrower state
4. Original term to maturity 10. Original monthly P&I payment
5. Original annual percentage rate (“APR”) 11. Model type (new/used)
6. Vehicle make 12. FICO score

 

We compared Characteristics 1. through 8. to the corresponding information set forth on the Installment Sales Contract, the Revised Truth-in-Lending Disclosure or Contract Correction Letter (collectively, the “Contract”) and to the Company’s loan servicing system (the “Servicing System”).

 

  Member of 
Deloitte Touche Tohmatsu Limited

 

 

 

 

We compared Characteristic 9. to the corresponding information set forth on the Servicing System.

 

We compared Characteristics 10. and 11. to the corresponding information set forth on the Contract and to the Company’s loan origination system (the “Origination System”).

 

We compared Characteristic 12. to the corresponding information set forth on the Origination System.

 

Further, we compared Characteristic 1. to the Title Certificate or Application for Title (collectively, the “Title Certificate”).

 

For purposes of our procedures and at your instruction:

 

  · with respect to our comparison of Characteristic 10., differences of $2.00 or less are deemed to be “in agreement”; and

 

·with respect to our comparison of Characteristic 12., in those instances where we observed both a borrower and co-borrower FICO score on the Origination System, we compared the higher FICO score, as set forth on the Origination System, to the FICO score set forth on the Statistical Loan File.

 

In addition to the procedures described above, for each of the Sample Loans, we observed the existence of the following:

 

· a Title Certificate (as defined above);

 

· the security interest of the Company is indicated on a Title Certificate;

 

· a Credit Application or an Application for Financing (collectively, the “Application”) for those Sample Loans not originated or refinanced on a specified platform, as indicated by representatives of the Company;

 

·a Credit Bureau Report for the borrower and co-borrower (if applicable) (as set forth on the Origination System);

 

· a Truth-in-Lending Disclosure Statement; and

 

· the Agreement to Provide Insurance, Verification of Insurance, Policy Declaration, Certificate of Insurance, Insurance Identification Card, Insurance Verification Request, Insurance Application, Binder of Insurance, Proof of Insurance, Lien Holder Service Center Summary or other related correspondence (collectively, the “Agreement to Provide Insurance”).

 

The automobile loan documents described above, including any information obtained from the indicated systems, 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, except as indicated in Appendix A. Supplemental information is contained in Appendix B.

 

******

 

We make no representations as to the (i) actual characteristics or existence of the underlying documents or data comprising the automobile loans 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 automobile loans 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

 

June 18, 2024

 

 

 

 

Appendix A to Independent Accountants’ Report on Applying Agreed-Upon Procedures issued by Deloitte & Touche LLP dated June 18, 2024.

 

In applying our agreed-upon procedures as outlined above, we observed the following:

 

Exception  
Description  
Number Exception Description
   
1 Three differences in vehicle identification number.
2 One difference in original annual percentage rate.
3 One difference in vehicle model.

 

The information above reflects the procedures performed and is subject to the conditions set forth in the agreed-upon procedures report to which this appendix is attached.

 

 

 

 

Appendix B to Independent Accountants’ Report on Applying Agreed-Upon Procedures issued by Deloitte & Touche LLP dated June 18, 2024 (Redacted).

 

Supplemental Information Related to the Findings Set Forth on Appendix A

 

 

Exception
Description
Number

Sample Loan
number
Characteristic Characteristic set forth
on the Statistical Loan
File
Characteristic set forth
on the Contract
         
1 [REDACTED] Vehicle identification number [REDACTED] [REDACTED]
2 [REDACTED] Original annual percentage rate 14.96% 14.95%
3 [REDACTED] Vehicle model Sportage Seltos

 

 

Exception Sample   Characteristic set  
Description Loan   forth on the Statistical Characteristic set forth
Number number Characteristic Loan File on the Title Certificate
         
1 [REDACTED] Vehicle identification number [REDACTED] [REDACTED]
1 [REDACTED] Vehicle identification number [REDACTED] [REDACTED]

 

The information above reflects the procedures performed and is subject to the conditions set forth in the agreed-upon procedures report to which this appendix is attached.

 

 

 

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