EX-99.1 2 aupreportnov2015.htm EXHIBIT 99.1 aupreportnov2015.htm
Exhibit 99.1











 
AMMC CLO 17, Limited
 

Report to:
AMMC CLO 17, Limited and
American Money Management Corporation
 

5 November 2015
 
 
 
 
 

 
 
 




 

 
Report of Independent Accountants on Applying Agreed-Upon Procedures
 



AMMC CLO 17, Limited
c/o MaplesFS Limited
P.O. Box 1093
Queensgate House
Grand Cayman
KY1-1102
Cayman Islands
 

American Money Management Corporation
301 East Fourth Street
Cincinnati, OH 45202
 



Re:           AMMC CLO 17, Limited
 

We have performed the procedures enumerated in Attachment A, which were agreed to by the addressees of this report and Mitsubishi UFJ Securities (USA), Inc. (collectively, the “Specified Parties”), solely to assist AMMC CLO 17, Limited (the “Issuer”) in evaluating the accuracy of certain information with respect to the Issuer’s portfolio of bank loans and participation interests (the “Collateral Obligations”) listed on electronic data files and related decodes prepared by American Money Management Corporation (the “Collateral Manager”), on behalf of the Issuer, that will secure the notes (as defined in attachment A) that will be offered pursuant to the Issuer’s draft offering circular dated 26 October 2015 (the “Draft Offering Circular). This agreed-upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. The sufficiency of the procedures is solely the responsibility of the Specified Parties. Consequently, we make no representation regarding the sufficiency of the procedures described in Attachment A, either for the purpose for which this report has been requested or for any other purpose.
 

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Draft Offering Circular.
 

The procedures performed and our associated findings are included in Attachment A.

 
 
 
                                                                     


Page 2
 



 
For the purpose of the procedures described in this report, the Collateral Manager, on behalf of the Issuer, provided us with the following information:
 
 
  a.
Electronic data files and related decodes that contain information on the Collateral Obligations as of 2 November 2015 (the “Pricing Cut-off Date”), certain information of which we printed and attached as Exhibit 1 to Attachment A,
  b. A copy of the Draft Offering Circular,
  c.
Copies of certain Collateral Obligations’ preliminary or final credit agreements, amendments or supplements thereto (each, a “Credit Agreement”),
  d.
Copies of emails or other documents and correspondence from agent banks which contained information on certain Collateral Obligations (each, an “Agent Confirmation”),
  e. Copies of certain Collateral Obligations’ rate set notices (each, a “Rate Set Notice”) and
  f. Instructions, assumptions and methodologies (the “Assumptions”), which we summarized on the attached Exhibit 2 of Attachment A.

The information provided by the Collateral Manager, on behalf of the Issuer, is referred to herein as the “Source Documents.”
 

The procedures in Attachment A were limited to comparing certain information that is further described in Attachment A. We performed no procedures on any other information on the Pricing Date Data Files (as defined on Attachment A). The Issuer is responsible for information contained in the Pricing Date Data Files (as defined on Attachment A), Source Documents, Exhibit 1 to Attachment A and Exhibit 2 to Attachment A and the determination of the instructions, assumptions and methodologies that are described herein. We were not requested to perform, and we have not performed, any further procedures than those listed in Attachment A with respect to the preparation or verification of any of the information set forth on the Pricing Date Data Files (as defined on Attachment A). We have not verified and we make no representations as to the accuracy, completeness or reasonableness of the Source Documents, or any other information obtained or provided to us. We make no representations and express no opinion as to: (a) the existence of the Collateral Obligations, (b) questions of legal or tax interpretation, (c) the sufficiency of the requirements of the Draft Offering Circular, (d) the accuracy, completeness or reasonableness of the assumptions and methodologies set forth in the Draft Offering Circular, (e) the accuracy, completeness or reasonableness of the instructions, assumptions, methodologies and information provided to us by the Collateral Manager, on behalf of the Issuer, (f) the accuracy of the information obtained from a third party data, news and analytics vendor (the “Data Vendor”), (g) the accuracy of the information obtained from Moody’s Investors Services or their website (“Moody’s”) or (h) the accuracy of the information obtained from Standard & Poor’s Rating Services or their website (“S&P”). This report does not constitute a legal determination as to the Issuer’s compliance with the Draft Offering Circular’s specified requirements. We undertake no responsibility to update this report for events and circumstances occurring after the date hereof. We were not engaged to, and did not, conduct an examination to express an

 
 
 
 


Page 3
 



 
opinion or a review to express a conclusion in accordance with attestation standards established by the American Institute of Certified Public Accountants, on any of the items referred to herein. 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 you.
 

This agreed-upon procedures engagement was not conducted for the purpose of:
 
 
  a.
Satisfying any criteria for due diligence published by a nationally recognized statistical rating organization or
  b. Making any findings with respect to:
    i.
Whether the origination of the Collateral Obligations conformed to, or deviated from, stated underwriting or credit extension guidelines, standards, criteria, or other requirements,
    ii. The value of the collateral securing the Collateral Obligations,
    iii.
Whether the originator of the Collateral Obligations complied with federal, state or local laws or regulations or
    iv. Any other factor or characteristic of the Collateral Obligations 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.
 
This report is intended solely for the use of the Specified Parties and is not intended and should not be used by anyone other than these Specified Parties. It is not intended to be and should not be used by any other person or entity, including investors and credit rating agencies, who are not identified in this report as Specified Parties.
 



/s/ Ernst & Young LLP
 

5 November 2015

 
 
 
 


Attachment A
Page 1 of 3
 





 
Background
 

 
For the purpose of the procedures described in this Attachment A, the Draft Offering Circular relates to the Co-Issuer’s Class A Senior Secured Floating Rate Notes (the “Class A Notes”), Class B Senior Secured Floating Rate Notes (the “Class B Notes”), Class C Secured Deferrable Floating Rate Notes (the “Class C Notes”), and Class D Secured Deferrable Floating Rate Notes (the “Class D Notes” and, together with the Class A Notes, Class B Notes and Class C Notes, the “Co-Issued Notes”). Concurrently with the issuance of the Co-Issued Notes, the Issuer will be issuing the Class E Secured Deferrable Floating Rate Notes (the “Class E Notes” and, together with the Co-Issued Notes, the “Secured Notes”) and Subordinated Notes (the “Subordinated Notes” and, together with the Secured Notes, the “Notes”).
 

The Collateral Manager, on behalf of the Issuer, indicated that the Collateral Obligations on the Pricing Date Data Files (as defined herein) represent the Collateral Obligations the Issuer expects to purchase on the Closing Date (as defined in the Draft Offering Circular) and will be managed by the Collateral Manager from and after the Closing Date (as defined in the Draft Offering Circular). Furthermore, the Collateral Manager, on behalf of the Issuer, indicated that the Collateral Obligations ultimately purchased by the Issuer on the Closing Date (as defined in the Draft Offering Circular) may not include all of the Collateral Obligations listed on the Pricing Date Data File (as defined herein) and may include other loans or participation interests acquired after the Pricing Cut-off Date. We performed no procedures regarding the accuracy or validity of the Collateral Manager’s representation regarding the portfolio of loans or participation interests that ultimately will be purchased by the Issuer on the Closing Date (as defined in the Draft Offering Circular). The procedures we performed were limited to comparing certain information on the Collateral Obligations on the Pricing Date Data File (as defined herein).

 
 
 
 


Attachment A
 
 

 
 
Page 2 of 3


 
Procedures we performed and our associated findings
 

 
The procedures we performed and our associated findings were as follows:
 

 
1.
We obtained from the Collateral Manager, on behalf of the Issuer, electronic data files and related decodes containing information on the Collateral Obligations as of the Pricing Cut-off Date. We compared the Characteristics and Derived Characteristics indicated below, as shown on these electronic data files, to the corresponding information on the Source Documents, Data Sources and Additional Data Sources (as defined herein) as indicated below and the Collateral Manager adjusted the information on these electronic data files to correct for differences we noted in performing the procedures described below, subject to any qualifications and exceptions stated in the Assumptions on Exhibit 2 to Attachment A. The electronic data files, as so adjusted, are herein referred to as the “Pricing Date Data Files.”
 

 
2.
For each Collateral Obligation listed on Exhibit 1 to Attachment A, we compared the following characteristics (the “Characteristics”), as shown on Exhibit 1 to Attachment A and indicated by the letter A, with the corresponding information we obtained or derived on or after the Pricing Cut-off Date using certain Assumptions on Exhibit 2 to Attachment A and the following data sources (each, a “Data Source”), as applicable: (a) Data Vendor, (b) Moody’s, (c) Credit Agreements, (d) Rate Set Notices and (e) Agent Confirmations. Where more than one Data Source is listed for a Characteristic, the Collateral Manager, on behalf of the Issuer, instructed us to note agreement if the value on the Pricing Date Data Files for the Characteristic agreed with the corresponding information on at least one of the Data Sources that are listed for such Characteristic. We performed no procedures to reconcile any differences that may exist between various Data Sources for any of the Characteristics.
 
 
 Characteristics   Data Sources  
       
Issuer   Data Vendor, Moody's  
    (labeled as "Issuer")      
       
Country of Domicile   Data Vendor, Moody's  
    (labeled as "Domicile")      
       
Coupon/Spread   Data Vendor, Rate Set Notice, Agent  
    (labeled as "Spread")       Confirmations  
       
Stated Maturity   Data Vendor, Credit Agreements  
    (labeled as "Maturity")      
 



 
 
 
 

Attachment A
Page 3 of 3
 



 
2. (continued)
 

All Characteristics were in agreement. In performing this procedure, we were instructed by the Issuer and the Collateral Manager to ignore differences that appeared to be due to abbreviation, truncation or punctuation or differences that are within +/- 30 days or less.
 

 
3.
For each Collateral Obligation listed on Exhibit 1 to Attachment A, we compared the following characteristics (the “Derived Characteristic”), as shown on Exhibit 1 to Attachment A and indicated by the letter B, with the corresponding information we obtained or derived on or after the Pricing Cut-off Date using the Draft Offering Circular, certain Assumptions on Exhibit 2 to Attachment A, information on the Pricing Date Data File and the following data sources (each, an “Additional Data Source”), as applicable: (a) Data Vendor, (b) Moody’s or (c) S&P. We performed no procedures to reconcile any differences that may exist between various Additional Data Sources for any of the Derived Characteristics.
 

 Derived  Characteristics                                                                    
 Additional Data Sources                                                     
 
Moody’s Default Probability Rating
(labeled as “Moody’s Default Probability
Rating”)
 
Data Vendor, Moody’s
S&P Rating
(labeled as “S&P Rating”)
Data Vendor, S&P
 

 
All Derived Characteristics were in agreement.
 

We performed no other procedures on any other information on Exhibit 1 to
Attachment A or the Pricing Date Data File.

 
 
 


 
Exhibit 1 to Attachment A
 



Certain information from the Pricing Date Data Files
 

(refer to Items 1., 2. and 3.)

 
 
 




Issuer
Maturity
Domicile
Moody's Default Probability Rating
S&P Rating
Spread
Access Information
10/17/2021
US
B3
B
5.0000%
AgroFresh
7/31/2021
US
B2
B+
4.7500%
Albertson's
8/25/2021
US
B1
B+
4.5000%
AlixPartners
7/23/2022
US
B2
B+
3.5000%
Alliant Insurance
8/14/2022
US
B3
B
3.5000%
ALM Media
7/29/2020
US
B3
B
4.5000%
Alvogen Pharma
4/2/2022
US
B3
B
5.0000%
American Airlines
6/27/2020
US
Ba3
BB-
2.5000%
American Rock Salt
5/20/2021
US
B2
B
3.7500%
Amneal Pharma
11/1/2019
US
B1
BB-
3.5000%
AmWINS
9/6/2019
US
B2
B
4.2500%
Arizona Chemical
6/11/2021
US
B1
B
3.5000%
Ascend Learning
7/31/2019
US
B3
B
4.5000%
AssuredPartners
10/19/2022
US
B3
B
4.7500%
Asurion
7/6/2020
US
B2
B
3.5000%
At Home Holdings III, INC
6/3/2022
US
B2
B-
4.0000%
Authentic Brands
5/27/2021
US
B2
B
4.5000%
Axalta (fka DuPont Coatings)
2/1/2020
Netherlands
B1
BB-
2.7500%
Avago Technologies
5/6/2021
Cayman Islands
Ba1
BB+
3.0000%
B&G Foods
10/22/2022
US
B1
BB-
3.0000%
Blackboard
10/4/2018
US
B2
B
3.7500%
BMC Software
9/10/2020
US
B3
B
4.0000%
Boulder Brands
7/9/2020
US
B2
B
3.5000%
Bright Horizons
1/30/2020
US
B1
BB-
2.7500%
Builders FirstSource
7/28/2022
US
B3
B+
5.0000%
Cablevision Altice
10/1/2022
US
B1
B+
4.0000%
Calpine Corp.
5/26/2022
US
B1
B+
2.7500%
Cannery Casinos
10/2/2018
US
Caa2
CCC+
4.7500%
Carestream
6/7/2019
US
B2
B
4.0000%
CBS Outdoor
2/1/2021
US
Ba3
BB-
2.2500%
Cengage
3/31/2020
US
B2
B
6.0000%
Charter Operating
1/30/2023
US
Ba2
BB
2.7500%
CHI Overhead Doors
7/30/2022
US
B3
B
3.7500%
Chrysler
12/31/2018
US
B1
BB-
2.5000%
Cirque du Soleil
6/25/2022
US
B2
B
4.0000%
Community Health
1/27/2021
US
B1
B+
3.0000%
Communication Sales & Leasing
10/16/2022
US
B2
B+
4.0000%
Compass Diversified
6/4/2021
US
Ba3
BB-
3.2500%
Coty
10/22/2022
US
Ba1
BB+
3.0000%
Creative Artists Agency
12/10/2021
US
B2
B+
4.5000%
CSGov
11/2/2022
US
Ba2
BB+
3.0000%
CSM Bakery
7/3/2020
US
B2
B
4.0000%
Dell Inc.
4/29/2020
US
Ba1
BB+
3.2500%
EagleView Technology
7/15/2022
US
B3
B
4.2500%
Emerging Market Comm.
6/29/2021
US
B2
B
5.7500%
Endo Pharmaceuticals
9/26/2022
Luxembourg
Ba3
B+
3.0000%
eResearch
5/7/2022
US
B2
B
4.5000%
Federal Mogul
4/15/2018
US
B2
B-
3.0000%
A
A
A
B
B
A

 

 
 
 

 

 
 

Issuer
Maturity
Domicile
Moody's Default Probability Rating
S&P Rating
Spread
Filtration Group
11/22/2020
US
B2
B
3.2500%
First Data
6/25/2022
US
B2
B+
3.7500%
First Eagle
11/2/2022
US
Ba1
BB+
4.0000%
Galleria
10/22/2022
US
Ba1
BB+
3.0000%
Gardner Denver
7/30/2020
US
B2
B
3.2500%
Gates Global
7/5/2021
US
B3
B+
3.2500%
Global Cash Access
12/18/2020
US
B2
B
5.2500%
GTT Communications
10/22/2022
US
B2
B+
5.2500%
HD Supply
8/7/2021
US
B2
B+
2.7500%
HealthPort
12/1/2021
US
B2
B
4.2500%
Hertz
3/11/2018
US
B1
B+
2.2500%
Hill-Rom
9/8/2022
US
Ba2
BB+
2.7500%
Hilton Worldwide
10/26/2020
US
Ba3
BB
2.5000%
Hostess Brands
7/30/2022
US
B2
B
3.5000%
Ineos
12/15/2020
US
B1
B+
2.7500%
Intelsat Jackson Holdings
6/30/2019
Luxembourg
B3
B
2.7500%
IPC Systems
8/6/2021
US
B3
B
4.5000%
Jackson Hewitt
7/28/2020
US
B2
B
7.0000%
Kenan Advantage
7/29/2022
US
B1
B+
3.0000%
Kenan Advantage
1/31/2017
US
B1
B+
3.0000%
Key Safety
8/30/2021
US
B1
B+
3.7500%
Language Line
7/2/2021
US
B2
B
5.5000%
Level 3
5/31/2022
US
Ba3
BB-
2.7500%
Lightower
4/13/2020
US
B2
B
3.2500%
Linxens
10/16/2022
France
B2
B
4.0000%
Mallinckrodt Pharma
3/19/2021
Luxembourg
Ba3
BB-
2.5000%
Media General
7/31/2020
US
B1
B+
3.0000%
Micro Focus
11/20/2021
UK
B1
BB-
4.2500%
Mitel Networks
4/29/2022
Canada
B2
B
4.5000%
 
6/15/2018
US
B3
B-
4.5000%
Neiman Marcus
10/25/2020
US
B3
B
3.2500%
Numericable
5/21/2020
US
B1
B+
3.7500%
Numericable
5/21/2020
US
B1
B+
3.7500%
Numericable
7/28/2022
US
B1
B+
3.2500%
Numericable
1/22/2023
US
B1
B+
4.0000%
OCI Beaumont
8/20/2019
US
B1
B+
5.5000%
On Assignment
6/2/2022
US
Ba2
BB
3.0000%
OXEA
1/15/2020
Luxembourg
B3
B+
3.2500%
Penton Media
10/3/2019
US
B3
B
4.0000%
Post Holdings
6/2/2021
US
B2
B
3.0000%
Protection One
6/22/2021
US
B2
B
4.0000%
Quanex Building Products
10/12/2022
US
B1
BB-
5.2500%
Quincy (TV)
10/22/2022
US
B2
B+
4.5000%
Red Lobster
7/28/2021
US
B3
B-
5.2500%
RentPath
12/17/2021
US
B3
B
5.2500%
Royalty Pharma
11/9/2020
US
Baa3
BBB-
2.7500%
SBA Communications
6/8/2022
US
B1
BB-
2.5000%
Science Applications (SAIC)
5/4/2022
US
Ba3
BB
3.0000%
A
A
A
B
B
A

 

 
 
 


 

 
 

Issuer
Maturity
Domicile
Moody's Default Probability Rating
S&P Rating
Spread
Scientific Games
10/1/2021
US
B2
B+
5.0000%
SeaWorld Parks & Ent.
5/13/2020
US
B1
BB-
2.2500%
Service King
8/18/2021
US
B2
B
3.5000%
Service King
8/18/2021
US
B2
B
3.5000%
Sinclair TV
7/30/2021
US
Ba3
BB-
2.7500%
Sitel Worldwide
9/20/2021
US
B3
B
5.5000%
Six Flags
6/29/2022
US
B1
BB
2.7500%
Southcross Energy Partners LP
8/4/2021
US
B2
B-
4.2500%
SS&C Technologies
6/29/2022
US
B1
BB
3.2500%
SS&C Technologies
6/29/2022
US
B1
BB
3.2500%
Southwire
2/10/2021
US
Ba2
BB
2.2500%
SRS Distribution
8/24/2022
US
B2
B
4.2500%
Summit Materials
7/18/2022
US
B3
B+
3.2500%
Tank Holdings
3/16/2022
US
B2
B
4.2500%
Technicolor
7/10/2020
France
B1
B+
4.0000%
Tribune Company
12/27/2020
US
Ba3
BB-
3.0000%
Tronox
3/19/2020
US
B1
BB-
3.2500%
Univar
6/25/2022
US
B2
B+
3.2500%
US Foodservice
3/31/2019
US
B3
B
3.5000%
US LBM
8/19/2022
US
B3
B+
5.2500%
Utility Services
10/18/2019
US
B3
B
5.7500%
Valeant
4/2/2022
Canada
Ba3
B+
3.2500%
Walter Investment
12/16/2020
US
B2
B+
3.7500%
Waste Industries
2/23/2020
US
B1
BB-
3.2500%
Weather Channel
2/11/2020
US
B2
B
5.0000%
West Corp.
6/30/2018
US
B1
BB-
2.5000%
Wheelabrator
12/17/2021
US
Ba2
BB-
4.0000%
Wheelabrator
12/17/2021
US
Ba2
BB-
4.0000%
WR Grace
2/3/2021
US
Ba2
BB+
2.0000%
XPO Logistics
10/28/2021
US
B1
B
4.5000%
Zebra Technologies
10/27/2021
US
Ba3
BB-
4.0000%
A
A
A
B
B
A

 

 
 
 


 
Exhibit 2 to Attachment A
 




Assumptions
 

(refer to Item 2. and 3.)
 
 
 
1.
For the purpose of comparing the Characteristic "Issuer," the Collateral Manager, on behalf of the Issuer, instructed us to use either the obligor, the parent company of the obligor or the co-borrower of the obligor.
 
 
 
2.
 
3.
For the purpose of comparing the Characteristic “Stated Maturity,” the Collateral Manager, on behalf of the Issuer, indicated the Collateral Obligation identified as “LINXENS” on the Pricing Date Data File, has not been extended.
 
For the purpose of deriving the S&P Rating Derived Characteristic, the Collateral Administrator, on behalf of the Issuer, indicated that if the S&P issuer credit rating is not available, the S&P issuer credit rating of the parent company or guarantor of such issuer is to be used instead.