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: ___________________________________
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 quarterly period pursuant to Rule 15Ga-1(c)(2)(ii) ☐
x | Rule 15Ga-2 under the Exchange Act (17 CFR 240.15Ga-2) |
Central Index Key Number of depositor: 0001518859
CPS Auto Receivables Trust 2019-D
(Exact name of issuing entity as specified in its charter)
Central Index Key Number of issuing entity (if applicable): 0001762361
Central Index Key Number of underwriter (if applicable): Not applicable
Mark Creatura, 702-726-3387
Name and telephone number, including area code, of the person
to contact in connection with the 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
Attached as Exhibit 99.1 to this Form ABS-15G is the Independent Accountants’ Report on Applying Agreed-Upon Procedures dated September 24, 2019, with respect to certain agreed-upon procedures performed by KPMG LLP, a third-party due diligence provider.
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.
CPS RECEIVABLES FIVE LLC | |
(Depositor) | |
By: /s/ Mark Creatura | |
Name: Mark Creatura | |
Title: Vice President & Secretary |
Date: September 27, 2019
2 |
Exhibit 99.1
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KPMG LLP | |
Suite 700 | |
20 Pacifica | |
Irvine, CA 92618-3391 |
Independent Accountants’ Report on Applying Agreed-Upon Procedures
Consumer Portfolio Services, Inc. (the “Company”)
Credit Suisse Securities (USA) LLC
Citigroup Global Markets Inc.
(together, the “Specified Parties”)
Re: CPS Auto Receivables Trust 2019-D – Data File Procedures
We have performed the procedures described below, which were agreed to by the Specified Parties, on the specified attributes identified by the Company in an electronic data file entitled “bb.Pool_2019D_083019_ Indicative.xlsx,” provided by the Company on September 3, 2019, containing information related to 5,300 automobile retail installment sale contracts (“Receivables”) as of August 30, 2019 (the “Data File”), which we were informed are intended to be included as collateral in the offering by CPS Auto Receivables Trust 2019-D. The Company is responsible for the specified attributes identified by the Company in the Data File. The sufficiency of these procedures is solely the responsibility of the Specified Parties. Consequently, we make no representation regarding the sufficiency of the procedures described below either for the purpose for which this report has been requested or for any other purpose.
Unless otherwise indicated, the following definitions have been adopted in presenting our procedures and findings:
· | The term “compared” means compared to the information shown and found it to be in agreement, unless otherwise noted. Such compared information was deemed to be in agreement if differences were within the materiality threshold. |
· | The term “materiality threshold” means that dollar amounts and percentages were within $1.00 and 0.1%, respectively. |
· | The term “Title Document” means a scanned image of the Certificate of Title, Application for Title, Application for Certificate of Ownership, Dealer Guarantee of Title Delivery, Application for Registration, Application for Dealer Assignment, or Lien Entry Form. |
· | The term “Receivable File” means any file containing some or all of the following documents for each Sample Receivable (defined below): Installment Sale Contract (which includes any related Addendum to the Installment Sale Contract and/or Retail Installment Sale Contract Simple Interest Finance Change letter) (not applicable for direct loans), Federal Truth in Lending Disclosure Statement (within Installment Sale Contract or as a stand-alone document for direct loans), Title Document, Agreement to Provide Insurance Form, Insurance Verification Form, Insurance Verification system screen shot, and/or Credit Application. The Receivable File, provided to us by the Company, was represented to be a scanned image of the original Receivable File. The Receivable File was accessed through the Company’s data imaging system using one of the Company’s computer terminals. We make no representation regarding the validity, enforceability, or authenticity of the information in the Receivable File. |
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We performed the following procedures:
A. | The Company instructed us to select a random sample of 150 Receivables from the Data File (the “Sample Receivables”). A listing of the Sample Receivables is attached hereto as Exhibit A. For purposes of this procedure, the Company did not inform us as to the basis for how they determined the number of Receivables we were instructed to randomly select from the Data File. |
B. | For each Sample Receivable, we performed the procedures listed below using the Receivable File. The absence of any of the Receivable File or the inability to agree the indicated information from the Data File to the Receivable File, utilizing instructions provided by the Company (as applicable) indicated below, for each of the attributes identified constituted an exception. The Receivable File are listed in the order of priority until such attribute was agreed. |
Attribute | Receivable File / Company’s Instructions |
Obligor’s First Name and Last Name | Installment Sale Contract (or for a direct loan, Federal Truth in Lending Disclosure Statement), Credit Application |
Contract Date | Installment Sale Contract (or for a direct loan, Federal Truth in Lending Disclosure Statement) |
Original Term | Installment Sale Contract (or for a direct loan, Federal Truth in Lending Disclosure Statement) |
Original Amount Financed | Installment Sale Contract (or for a direct loan, Federal Truth in Lending Disclosure Statement) |
Scheduled Monthly Payment Amount | Installment Sale Contract (or for a direct loan, Federal Truth in Lending Disclosure Statement). |
Annual Percentage Rate (“APR”) | Installment Sale Contract (or for a direct loan, Federal Truth in Lending Disclosure Statement). |
Vehicle Type (New or Used) | Installment Sale Contract (or for a direct loan, Federal Truth in Lending Disclosure Statement). For purposes of this attribute, the Company instructed to consider an entry of “C” in the Data File to be a Used vehicle. |
Vehicle Make |
Installment Sale Contract (or for a direct loan, Federal Truth in Lending Disclosure Statement).
For Sample Receivables #118, #133, and #136, the Vehicle Make and Vehicle Model stated in the Data File were “RAM” and “1500,” respectively. The Vehicle Make and Vehicle Model stated in the Installment Sale Contracts were “Dodge” and “RAM 1500,” respectively. The Company instructed us to consider the information to be in agreement given the establishment of the RAM brand in 2010 as a spin-off from the Dodge brand. |
Vehicle Model |
Installment Sale Contract (or for a direct loan, Federal Truth in Lending Disclosure Statement).
For Sample Receivables #118, #133, and #136, refer to discussion for the “Vehicle Make” attribute above. |
The information regarding the Sample Receivables was found to be in agreement with the respective information appearing in the Receivable Files.
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C. | In addition to the procedures described above, for each Sample Receivable, we observed the presence of the following in the Receivable File: |
1. | Title Document. We were instructed by the Company to observe that the Company’s name appeared on the Title Document as the Lien Holder, Owner, Security Interest Holder, or Secured Party. The Company informed us that “CPS, Inc.,” “CPS,” “Consumer Portfolio Services,” “Consumer Portfolio Services, Inc.,” “Consumer Portfolio Svcs,” “Consumer Portfolio Serv,” “Consumer Portfolio Servic,” and “C.P.S. Inc.” were acceptable names for the Company. |
2. | Proof of Insurance. The Company informed us that an Agreement to Provide Insurance, Insurance Verification Form, or a screenshot from the Company’s Insurance Verification system, each listing an insurance company name, were acceptable proof of insurance. |
3. | Signed Credit Application (not applicable to direct loans). We make no representation regarding the authenticity of the obligor’s signature(s). |
There were no conclusions that resulted from the procedures.
This agreed-upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. We were not engaged to, and did not, conduct an examination or review, the objective of which would be the expression of an opinion or conclusion, respectively, on the specified attributes identified by the Company in the Data File. Accordingly, we do not express such an opinion or conclusion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to the Specified Parties.
The procedures performed were applied based on the information included in the Data File, the Receivable Files, and instructions provided by the Company, without verification or evaluation of such information and instructions by us; therefore, we express no opinion or any other form of assurance regarding (i) the physical existence of the Receivables, (ii) the reasonableness of the information and instructions provided by the Company, (iii) the reliability or accuracy of the Receivable Files which were used in our procedures, or (iv) matters of legal interpretation.
The procedures performed were not intended to address, nor did they address: (i) the conformity of the origination of the Receivables to stated underwriting or credit extension guidelines, standards, criteria or other requirements, (ii) the value of collateral securing any such Receivables being securitized, (iii) the compliance of the originator of the Receivables with federal, state, and local laws and regulations, or (iv) any other factor or characteristic of the Receivables that would be material to the likelihood that the issuer of the asset-backed security will pay interest and principal in accordance with applicable terms and conditions. The procedures performed were not intended to satisfy any criteria for due diligence published by a nationally recognized statistical rating organization (“NRSRO”).
The terms of our engagement are such that we have no obligation to update this report because of events and transactions that may subsequently occur.
This report is intended solely for the information and use of the Specified Parties. It is not intended to be and should not be used by any other person or entity, including investors and NRSROs, who are not identified in the report as Specified Parties but who may have access to this report as required by law or regulation.
/s/ KPMG LLP
Irvine, CA
September 24, 2019
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Exhibit A
The Sample Receivables | |||||
Sample Receivable # | Receivable Number[1] | Sample Receivable # | Receivable Number1 | Sample Receivable # | Receivable Number1 |
1 | 2019D001 | 51 | 2019D051 | 101 | 2019D101 |
2 | 2019D002 | 52 | 2019D052 | 102 | 2019D102 |
3 | 2019D003 | 53 | 2019D053 | 103 | 2019D103 |
4 | 2019D004 | 54 | 2019D054 | 104 | 2019D104 |
5 | 2019D005 | 55 | 2019D055 | 105 | 2019D105 |
6 | 2019D006 | 56 | 2019D056 | 106 | 2019D106 |
7 | 2019D007 | 57 | 2019D057 | 107 | 2019D107 |
8 | 2019D008 | 58 | 2019D058 | 108 | 2019D108 |
9 | 2019D009 | 59 | 2019D059 | 109 | 2019D109 |
10 | 2019D010 | 60 | 2019D060 | 110 | 2019D110 |
11 | 2019D011 | 61 | 2019D061 | 111 | 2019D111 |
12 | 2019D012 | 62 | 2019D062 | 112 | 2019D112 |
13 | 2019D013 | 63 | 2019D063 | 113 | 2019D113 |
14 | 2019D014 | 64 | 2019D064 | 114 | 2019D114 |
15 | 2019D015 | 65 | 2019D065 | 115 | 2019D115 |
16 | 2019D016 | 66 | 2019D066 | 116 | 2019D116 |
17 | 2019D017 | 67 | 2019D067 | 117 | 2019D117 |
18 | 2019D018 | 68 | 2019D068 | 118 | 2019D118 |
19 | 2019D019 | 69 | 2019D069 | 119 | 2019D119 |
20 | 2019D020 | 70 | 2019D070 | 120 | 2019D120 |
21 | 2019D021 | 71 | 2019D071 | 121 | 2019D121 |
22 | 2019D022 | 72 | 2019D072 | 122 | 2019D122 |
23 | 2019D023 | 73 | 2019D073 | 123 | 2019D123 |
24 | 2019D024 | 74 | 2019D074 | 124 | 2019D124 |
25 | 2019D025 | 75 | 2019D075 | 125 | 2019D125 |
26 | 2019D026 | 76 | 2019D076 | 126 | 2019D126 |
27 | 2019D027 | 77 | 2019D077 | 127 | 2019D127 |
28 | 2019D028 | 78 | 2019D078 | 128 | 2019D128 |
29 | 2019D029 | 79 | 2019D079 | 129 | 2019D129 |
30 | 2019D030 | 80 | 2019D080 | 130 | 2019D130 |
31 | 2019D031 | 81 | 2019D081 | 131 | 2019D131 |
32 | 2019D032 | 82 | 2019D082 | 132 | 2019D132 |
33 | 2019D033 | 83 | 2019D083 | 133 | 2019D133 |
34 | 2019D034 | 84 | 2019D084 | 134 | 2019D134 |
35 | 2019D035 | 85 | 2019D085 | 135 | 2019D135 |
36 | 2019D036 | 86 | 2019D086 | 136 | 2019D136 |
37 | 2019D037 | 87 | 2019D087 | 137 | 2019D137 |
38 | 2019D038 | 88 | 2019D088 | 138 | 2019D138 |
39 | 2019D039 | 89 | 2019D089 | 139 | 2019D139 |
40 | 2019D040 | 90 | 2019D090 | 140 | 2019D140 |
41 | 2019D041 | 91 | 2019D091 | 141 | 2019D141 |
42 | 2019D042 | 92 | 2019D092 | 142 | 2019D142 |
43 | 2019D043 | 93 | 2019D093 | 143 | 2019D143 |
44 | 2019D044 | 94 | 2019D094 | 144 | 2019D144 |
45 | 2019D045 | 95 | 2019D095 | 145 | 2019D145 |
46 | 2019D046 | 96 | 2019D096 | 146 | 2019D146 |
47 | 2019D047 | 97 | 2019D097 | 147 | 2019D147 |
48 | 2019D048 | 98 | 2019D098 | 148 | 2019D148 |
49 | 2019D049 | 99 | 2019D099 | 149 | 2019D149 |
50 | 2019D050 | 100 | 2019D100 | 150 | 2019D150 |
____________________________
[1] The Company has assigned a unique eight digit Receivable Number to each Receivable in the Data File. The Receivable Numbers referred to in this Exhibit are not the Customer Account Numbers.