SEC Division of Corporation Finance no-action letter: Bank of the West

April 3, 2018
Katherine Hsu
Chief, Office of Structured Finance
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Release Nos. 33-9638; 34-72982; File No. S7-08-10 Application of Items 1111(h) and 1125 of Regulation AB to Recreational Vehicle Loans Dear Ms. Hsu:
On behalf of Bank of the West, the undersigned hereby requests confirmation that, in the view of the Staff (“Staff”) of the Securities and Exchange Commission (the “Commission”), the asset-level information requirements under Items 1111(h) and 1125 of Regulation AB do not currently apply to loans secured by recreational vehicles (“RVs”). As more fully discussed below, the nature of RVs, the characteristics of RV loans and commentary in the Commission’s releases lead us to the conclusions that (a) RV loans do not fit into any of the asset classes for which asset￾level information requirements have been adopted to date and (b) the Commission would likely group RV loans with other loans backed by “leisure craft,” which is an asset class for which the Commission has not adopted asset-level information requirements. Bank of the West is a California banking corporation whose deposits are insured by the Federal Deposit Insurance Corporation (“FDIC”), and provides, among other banking products and services, RV financing to consumers directly and indirectly through RV dealers. Bank of the West has not filed, nor does it currently intend to file, a registration statement with the Commission related to the issuance of asset-backed securities (“ABS”) related to RV loans. Therefore, the interpretive guidance sought by this letter cannot be accomplished through the Commission’s registration statement comment process. Bank of the West may in the future sponsor securitization transactions involving the issuance of ABS collateralized by RV loans in offerings (“Exempt Offerings”) that are exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”). As an FDIC insured depository institution, Bank of the West could become subject to the FDIC’s conservator or receiver powers should the bank become insolvent. As receiver or conservator, the FDIC would have various powers under the Federal Deposit Insurance Act, which may include the ability of the FDIC to repudiate the transfer of securitized assets by an insured depository institution (an “IDI”) to its related securitization vehicle. To provide investors 180 Montgomery Street, NC-MON-24-C, San Francisco, CA 94104 Tel: (415) 765-4997