Form ABS-15G - Asset-backed securitizer report pursuant to Section 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):  __________

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 depositor:  0000009631

Securitized Term Auto Receivables Trust 2025-A

____________________________________________________________________________________________________________________________________________________________________________________

(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.

Darren Potter, [phone]

____________________________________________________________________________________________________________________________________________________________________________________

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

contact in connection with this filing.

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

See Independent Accountants’ Agreed-Upon Procedures Report, dated January 13, 2025, attached as Exhibit 99.1 to this Form ABS-15G.

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INDEX OF EXHIBITS

Exhibit No.	Description
Exhibit 99.1	Independent Accountants’ Agreed-Upon Procedures Report, dated January 13, 2025.

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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.

Dated: January 13, 2025

	THE BANK OF NOVA SCOTIA
	(Securitizer)
	By:	/s/ Darren Potter
		Name:	Darren Potter
		Title:	Managing Director, Term Funding & Capital Management

Exhibit 99.1

KPMG LLP

Bay Adelaide Centre

333 Bay Street, Suite 4600

Toronto, ON M5H 2S5

Canada
Tel [phone]
Fax [phone]

www.kpmg.ca

Independent Accountants’ Agreed‑Upon Procedures Report

 

The Bank of Nova Scotia (the "Bank")

Scotia Capital (USA) Inc.

BNP Paribas Securities Corp.

 

(together the “Specified Parties”)

 

Re: Securitized Term Auto Receivables Trust 2025 – A

 

We have performed the procedures described below on specified attributes in the electronic data file entitled “START Hard Pool Cut Formatted for KPMG” provided by the Bank on January 13, 2025, containing information on auto loan contracts as of November 30, 2024 (the “unaudited Extract File”), which we were informed are intended to be included as collateral in the offering by Securitized Term Auto Receivables Trust 2025 – A (the “Issuer”). The Bank is responsible for the specified attributes identified by the Bank in the Data File.

 

The Specified Parties have agreed to and acknowledged that the procedures performed are appropriate to meet their intended purpose of assisting the Specified Parties with assisting specified parties in evaluating the accuracy of the specified attributes in the Data File. This report may not be suitable for any other purpose. No other parties have agreed to or acknowledged the appropriateness of these procedures for the intended purpose or any other purpose.

 

The procedures performed may not address all the items of interest to a specified party of this report and may not meet the needs of all specified parties of this report and, as such, specified parties are responsible for determining whether the procedures performed are appropriate for their purposes. We make no representation regarding the appropriateness of the procedures either for the intended purpose or for any other purpose.

 

Unless otherwise stated, 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 stated. Such compared information was deemed to agree if differences were within the reporting threshold.

© 2025 KPMG LLP, an Ontario limited liability partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved.

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●	The term “recomputed” means recalculated and compared the result to the information shown and found it to be in agreement, unless otherwise stated. Such recomputed information was deemed to be in agreement if differences were within the reporting threshold.

●	The term “reporting threshold” means that dollar amounts and percentages were within $1, 0.2% and .01 years, respectively.

●	The term “Source Documents” means the Loan File and Additional Document.

●	The term “Provided Information” means the Source Documents and Instructions.

The procedures we were instructed by the Company to perform and the associated findings are as follows:

 

Agreed Upon Procedures			Findings
1.	Using an unaudited excel file titled “START Hard Pool Cut Formatted for KPMG” (the “unaudited Extract File”) that contains certain information related to a pool of auto loan receivables as of November 30, 2024 (the “Cut-off Date”), provided by the Bank, KPMG haphazardly selected a sample of 150 auto loan contracts from the unaudited Extract File (the “Sample Receivables”).		N/A
2.	For each of the Sample Receivables, KPMG obtained from the Bank access to the credit agreement in respect of the loan (the “Credit Agreement”), and observed whether it contains the respective obligor’s signature. KPMG did not perform any procedures to establish the authenticity of the signatures or the Credit Agreement.		No findings noted.
3.	For each of the Sample Receivables, KPMG compared the following particulars per the respective Credit Agreement to the information contained in the unaudited Extract File:		We found 3 contracts that had changes in the payment frequency. No other findings, except for rounding noted.
	i.	“Vehicle Information Number (VIN)/Serial No.” as per the Credit Agreement to VIN identifier in column entitled “Vehicle Information Number (VIN)” in the in the unaudited Extract File.
	ii.	“Unpaid Balance of Cash Selling Price and Fees to be Financed” as per the Credit Agreement to the amount in the column entitled “Original Balance” per the unaudited Extract File”.
	iii.	“Payment frequency” as per the  Credit Agreement to the number in the column entitled “Interval_Days” per the unaudited Extract File; The Bank has informed KPMG that “Monthly” per the Credit Agreement equates to 30 days in the unaudited Extract File, “Bi-Weekly” to 14 days and “Weekly” to 7 days. For any exceptions noted, KPMG obtained the “Loan Account Inquiry” that included a

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Agreed Upon Procedures			Findings
		detailed transaction history list outlining the change in payment frequency.
	iv.	“Term of Loan” per the Credit Agreement to the term in the column entitled “OriginalTerm” per the unaudited Extract File.
	v.	“Fixed Interest Rate” per the Credit Agreement to the rate in the column entitled “APR” in the unaudited Extract File.
	vi.	New or Used description per the Credit Agreement to the information in the column entitled “New_Or_Used” per the unaudited Extract File; The Bank has informed KPMG that New per the Extract file is denoted by a “1” and Used by a “0.”
	vii.	“Make and Model” per the Credit Agreement to the descriptions in the columns entitled “Make” and “Model” per the unaudited Extract File.
	viii.	“Effective Date” per the Credit Agreement to date in the column entitled “Note Date” per the unaudited Extract File.
4.	Recomputed the “Fixed Interest Rate” for each of the Sample Receivables using the “Unpaid Balance of Cash Selling Price and Fees to be Financed”, “Payment frequency” and the original scheduled payment amount, all these as reflected in the Credit Agreement, and compared the result to the corresponding “Fixed Interest Rate” on each respective Credit Agreement.		No findings noted.
5.	Obtained from the Bank the “Registration date” from the Personal Property Registration document for each of the Sample Receivables, noting an exception if the date of registration for any of the Sample Receivables was after the Cut-off Date. KPMG has not performed any procedures to verify the authenticity of the Personal Property Registration document.		No findings noted.
6.	Obtained from the Bank the “Expiry Date” from the Personal Property Registration document for each of the Sample Receivables, noting an exception if the expiry date for any of the Sample Receivables was before the Cut-off Date. KPMG has not performed any procedures to verify the authenticity of the Personal Property Registration document.		No findings noted.

 

We were engaged by the Bank 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, which involves us performing the specific procedures agreed to and acknowledged above and reporting on findings based on performing those procedures. We were not engaged to, and did not, conduct an examination

 

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or review, the objective of which would be the expression of an opinion or conclusion on any of the information set forth in the auto loan files, related data files and any other information which was used in the performance of the procedures.  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.

 

We are required to be independent of the Bank and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements related to our agreed-upon procedures engagement.

 

The procedures performed were applied based on the information included in the Data File and Provided Information, without verification or evaluation of such information by us; therefore, we express no opinion or any other form of assurance regarding (i) the reasonableness of the information provided to us by the Bank, (ii) the existence of the auto loans, (iii) the reliability or accuracy of the Provided Information which was 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 auto loan contracts to stated underwriting or credit extension guidelines, standards, criteria or other requirements, (ii) the value of collateral securing any such auto loan contracts being securitized, (iii) the compliance of the originator of the auto loan contracts with federal, state, and local laws and regulations, or (iv) any other factor or characteristic of the auto loan contracts that would be material to the likelihood that the issuer of the Notes 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 the nationally recognized statistical rating organizations (“NRSROs”).

 

The terms of our engagement are such that we have no responsibility to update this report because of events and circumstances 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 or the NRSROs, who are not identified in the report as the Specified Parties but may have access to this report as required by law or regulation.

 

Yours truly,

 

 

/s/ KPMG LLP

Chartered Professional Accountants, Licensed Public Accountants

Toronto, Canada

January 13, 2025

 

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