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: | 0001654193 |
SBA Tower Trust | |||
(Exact name of issuing entity as specified in its charter) | |||
Central Index Key Number of issuing entity (if applicable): | 0001654068 | ||
Central Index Key Number of underwriter (if applicable): | Not applicable | ||
Thomas P. Hunt 561-226-9231 |
Name and telephone number, including area code, of the person to contact in connection with this filing |
1. | SBA Depositor, LLC is filing this Form ABS-15G on behalf of the SBA Tower Trust as initial depositor in 2005 of the mortgage loan owned by SBA Tower Trust. |
INFORMATION TO BE INCLUDED IN THE REPORT
Item 2.01 Findings and Conclusions of a Third Party Due Diligence Report Obtained by the Issuer
Disclosures under Rule 15Ga-2 (17 CFR 240.15Ga-2) are attached as Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3 to this Form ABS-15G.
Exhibits
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.
SBA Depositor, LLC | |||
Date: | November 7, 2022 | ||
By: |
/s/ Thomas P. Hunt |
||
Name: Thomas P. Hunt | |||
Title: Executive Vice President and General Counsel |
EXHIBIT 99.1
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Deloitte & Touche LLP Harborside Plaza 10 Jersey City, NJ 07311 USA
Fax: +1 212 937 8298 |
SBA Communications Corporation 8051 Congress Avenue Boca Raton, Florida 33487 |
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 wireless communication sites and the related tenant leases in connection with the proposed offering of SBA Tower Trust, Secured Tower Revenue Securities, Series 2022-1. SBA Communications Corporation (the “Company”) is responsible for the information provided to us, including the information set forth in the Statistical Data 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 Data File. Additionally, Barclays Capital Inc. (“Barclays” and, 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 February 7, 2022, representatives of Barclays, on behalf of the Company, provided us with (i) a computer-generated data file and related record layout (the “Statistical Data File”) containing data, as represented to us by the Company, as of January 25, 2022, with respect to 9,905 wireless communication sites (the “Tower Sites”), the related 10,148 towers (the “Towers”) and the related 21,207 tenant leases (the “Tenant Leases”) and (ii) a listing (the “Sample Listing”) that included (a) 100 Tower Sites (the “Sample Sites”) and (b) 100 Tenant Leases related to the Sample Sites (the “Sample Tenant Leases”). We make no representations as to the selection criteria used in determining the Sample Sites or the Sample Tenant Leases.
File Review Procedures of the Sample Sites:
For each of the Sample Sites, we performed comparisons of the tower site characteristics (the “Tower Site Characteristics”) set forth on the Statistical Data File and indicated below.
Member of Deloitte Touche Tohmatsu Limited |
Tower Site Characteristics
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|
* Comparison performed on each Tower related to the Sample Sites
We compared Tower Site Characteristics 1. through 4. to printouts from the Company’s property management database file (the “Property Management Database File”) provided to us by the Company.
We compared Tower Site Characteristic 5. to the “Deed,” Easement Agreement (as defined below) or the “Ground Lease Agreement.”
In addition to the procedures described above, for certain Sample Sites (as indicated below), we were provided with or confirmed the following:
The tower site documents described above, including any information obtained from the indicated systems, and any other related documents used in support of the Tower Site Characteristics were provided to us by, or on behalf of, the Company and are collectively referred to hereinafter as the “Tower Site Documentation.” 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 Tower Site Documentation 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 Tower Site Documentation. In addition, we make no representations as to whether the Tower Site Documentation are comprehensive or valid instruments or reflect the current prevailing terms with respect to the corresponding Sample Sites.
File Review Procedures of the Sample Tenant Leases:
For each of the Sample Tenant Leases, we performed comparisons of the tenant lease characteristics (the “Tenant Lease Characteristics”) set forth on the Statistical Data File and indicated below.
Tenant Lease Characteristics
1. Lease status 2. Common carrier name |
3. Technology type 4. Investment grade tenant (IG/NIG) |
We compared Tenant Lease Characteristics 1. through 3 to the Property Management Database File.
We compared Tenant Lease Characteristic 4. to the “Rating Spreadsheet” provided to us by Barclays, on behalf of the Company, on February 18, 2022.
The tenant lease documents indicated above and any other related documents provided in support of the Tenant Lease Characteristics were provided to us by, or on behalf of, the Company and are collectively referred to hereinafter as the “Tenant Lease Documentation.” 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 Tenant Lease Documentation and we make no representations concerning the accuracy or completeness of any of the information contained therein. Further, we make no representations as to whether the Tenant Lease Documentation are comprehensive and valid instruments and reflect the current prevailing terms with respect to the corresponding Sample Tenant Leases.
Agreed-Upon Procedures’ Findings
The results of the foregoing procedures indicated that the Tower Site Characteristics and Tenant Lease Characteristics set forth on the Statistical Data File were found to be in agreement with the above mentioned Tower Site Documentation and Tenant Lease Documentation, respectively, except as indicated in Appendix A. Supplemental information is contained on Appendix B.
******
We make no representations as to the (i) actual characteristics or existence of the underlying documents or data comprising the Towers, Tower Sites or Tenant Leases underlying the Statistical Data File or the conformity of their characteristics with those assumed for purposes of the procedures described herein, (ii) existence or ownership of the Towers, Tower Sites or Tenant Leases 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 or 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 Data 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
February 24, 2022
Appendix A to Independent Accountants’ Report on Applying Agreed-Upon Procedures issued by Deloitte & Touche LLP dated February 24, 2022.
In applying our agreed-upon procedures as outlined above, we observed the following:
Exception Description Number |
Exception Description - Tenant Lease Characteristics |
1 | One difference in investment grade tenant. |
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 February 24, 2022
Supplemental Information Related to the Findings Set Forth on Appendix A
Exception Description Number | Sample Tenant Lease number |
Tenant Lease Characteristics |
Characteristic set forth on the Statistical Data File | Characteristic set forth on the Ratings Spreadsheet | ||||
1 | FL15178-S-01 | Investment grade tenant | NIG | IG | ||||
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.
EXHIBIT 99.2
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Deloitte & Touche LLP Harborside Plaza 10 Jersey City, NJ 07311 USA
Fax: +1 212 937 8298 |
SBA Communications Corporation 8051 Congress Avenue Boca Raton, Florida 33487 |
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 wireless communication sites and the related tenant leases in connection with the proposed offering of SBA Tower Trust, Secured Tower Revenue Securities, Series 2022-1. SBA Communications Corporation (the “Company”) is responsible for the information provided to us, including the information set forth in the Statistical Data 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 Data File. Additionally, Barclays Capital Inc. (“Barclays” and, 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 September 20, 2022, representatives of Barclays, on behalf of the Company, provided us with (i) a computer-generated data file and related record layout (the “Statistical Data File”) containing data, as represented to us by the Company, as of August 5, 2022, with respect to 9,913 wireless communication sites (the “Tower Sites”), the related 10,169 towers (the “Towers”) and the related 21,460 tenant leases (the “Tenant Leases”) and (ii) a listing (the “Sample Listing”) that included (a) 100 Tower Sites (the “Sample Sites”) and (b) 100 Tenant Leases related to the Sample Sites (the “Sample Tenant Leases”). We make no representations as to the selection criteria used in determining the Sample Sites or the Sample Tenant Leases.
File Review Procedures of the Sample Sites:
For each of the Sample Sites, we performed comparisons of the tower site characteristics (the “Tower Site Characteristics”) set forth on the Statistical Data File and indicated below.
Member of Deloitte Touche Tohmatsu Limited |
Tower Site Characteristics
|
|
* Comparison performed on each Tower related to the Sample Sites
We compared Tower Site Characteristics 1. through 4. to printouts from the Company’s property management database file (the “Property Management Database File”) provided to us by the Company.
We compared Tower Site Characteristic 5. to the “Deed,” Easement Agreement (as defined below) or the “Ground Lease Agreement.”
In addition to the procedures described above, for certain Sample Sites (as indicated below), we were provided with or confirmed the following:
The tower site documents described above, including any information obtained from the indicated systems, and any other related documents used in support of the Tower Site Characteristics were provided to us by, or on behalf of, the Company and are collectively referred to hereinafter as the “Tower Site Documentation.” 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 Tower Site Documentation 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 Tower Site Documentation. In addition, we make no representations as to whether the Tower Site Documentation are comprehensive or valid instruments or reflect the current prevailing terms with respect to the corresponding Sample Sites.
File Review Procedures of the Sample Tenant Leases:
For each of the Sample Tenant Leases, we performed comparisons of the tenant lease characteristics (the “Tenant Lease Characteristics”) set forth on the Statistical Data File and indicated below.
Tenant Lease Characteristics
1. Lease status 2. Common carrier name |
3. Technology type 4. Investment grade tenant (IG/NIG) |
We compared Tenant Lease Characteristics 1. through 3 to the Property Management Database File.
We compared Tenant Lease Characteristic 4. to the “Rating Spreadsheet” provided to us by Barclays, on behalf of the Company, on September 26, 2022.
The tenant lease documents indicated above and any other related documents provided in support of the Tenant Lease Characteristics were provided to us by, or on behalf of, the Company and are collectively referred to hereinafter as the “Tenant Lease Documentation.” 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 Tenant Lease Documentation and we make no representations concerning the accuracy or completeness of any of the information contained therein. Further, we make no representations as to whether the Tenant Lease Documentation are comprehensive and valid instruments and reflect the current prevailing terms with respect to the corresponding Sample Tenant Leases.
Agreed-Upon Procedures’ Findings
The results of the foregoing procedures indicated that the Tower Site Characteristics and Tenant Lease Characteristics set forth on the Statistical Data File were found to be in agreement with the above mentioned Tower Site Documentation and Tenant Lease Documentation, respectively, except as indicated in Appendix A. Supplemental information is contained on Appendix B.
******
We make no representations as to the (i) actual characteristics or existence of the underlying documents or data comprising the Towers, Tower Sites or Tenant Leases underlying the Statistical Data File or the conformity of their characteristics with those assumed for purposes of the procedures described herein, (ii) existence or ownership of the Towers, Tower Sites or Tenant Leases 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 or 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 Data 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
November 2, 2022
Appendix A to Independent Accountants’ Report on Applying Agreed-Upon Procedures issued by Deloitte & Touche LLP dated November 2, 2022.
In applying our agreed-upon procedures as outlined above, we observed the following:
Exception Description Number | Exception Description – Tower Site Characteristics |
1 | One difference in tower type. |
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 November 2, 2022
Supplemental Information Related to the Findings Set Forth on Appendix A
Exception Description Number | Sample Site number | Tower Site Characteristics | Characteristic set forth on the Statistical Data File | Characteristic set forth on the Property Management Database File | ||||
1 | CA40630-T | Tower type | Stealth | Monopalm | ||||
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.
EXHIBIT 99.3
Report of Independent Accountants on Applying Agreed-Upon Procedures
SBA Communications Corporation
SBA Depositor LLC
8051 Congress Avenue
Boca Raton, Florida 33487
7 November 2022
Re: | SBA Tower Trust (the “Tower Trust”) |
Secured Tower Revenue Securities, Series 2022-1 (the “Securities”) | |
Sample Site, Sample Ground Lease and Sample Tenant Lease Agreed-Upon Procedures |
We have performed the procedures enumerated in Attachment A, which were agreed to and acknowledged as appropriate by SBA Communications Corporation (“SBA Parent”), SBA Depositor LLC (the “Depositor”) and Barclays Capital Inc. (“Barclays,” together with SBA Parent and the Depositor, the “Specified Parties”) for the intended purpose of assisting the Specified Parties in evaluating the accuracy of certain information with respect to the Sites, Ground Leases and Tenant Leases (all as defined herein) (collectively, the “Subject Matter”) securing a mortgage loan (the “Mortgage Loan”) relating to the SBA Tower Trust Secured Tower Revenue Securities, Series 2022-1 securitization transaction. 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. The appropriateness of these procedures is solely the responsibility of the Specified Parties identified in this report. No other party acknowledged the appropriateness of the procedures. Consequently, we make no representation regarding the appropriateness of the procedures described in Attachment A, either for the purpose for which this report has been requested or for any other purpose.
The procedures performed and our associated findings are included in Attachment A.
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For the purpose of the procedures described in this report, SBA Parent, on behalf of the Depositor, provided us with:
a. | An electronic data file labeled “Master SBA Official Securitization Report_(08_05_2022)_ThirdParties3.xlsx” and the corresponding record layout and decode information, as applicable (the “Base Data File”), that SBA Parent, on behalf of the Depositor, indicated contains information relating to: |
i. | Certain wireless communication sites (the “Sites”), |
ii. | Ground leases related to certain Sites (the “Ground Leases”) and |
iii. | One or more tenant leases related to each of the Sites (the “Tenant Leases”) |
as of the close of business on 1 August 2022 (the “Cut-off Date”),
b. | Imaged copies of the: |
i. | Ground lease agreement, ground lease amendment, easement agreement, easement addendum, ground lease estoppel, ground rent adjustment, ground lease correspondence and/or other related documents (collectively and as applicable, the “Ground Lease Source Documents”), |
ii. | Deed, bill of sale, perpetual easement agreement and/or other related documents (collectively and as applicable, the “Owned and Perpetual Easement Source Documents”) and |
iii. | Tenant lease agreement, tenant lease amendment, tenant renewal, tenant estoppel, notice of construction complete, master lease agreement, master lease agreement amendment, omnibus agreement, omnibus agreement amendment, tenant rent commencement letter, rent start date approval form, tenant installation notice, tenant name change form, tenant lease correspondence, tenant termination request, purchase order, supplemental lease agreement, network vision amendment verification form, reinstatement approval, reinstatement of and amendment to site agreements, termination approval, site summary, site lease agreement and/or other related documents (collectively and as applicable, the “Tenant Lease Source Documents”), |
that SBA Parent, on behalf of the Depositor, indicated relate to the Sample Sites, Sample Ground Leases and Sample Tenant Leases (all as defined herein), as applicable,
c. | An electronic copy of SBA Parent’s general ledger and the corresponding record layout and decode information, as applicable (the “General Ledger”), as of 1 August 2022, |
d. | Access to SBA Parent’s property management system (the “PM Database,” together with the Ground Lease Source Documents, Owned and Perpetual Easement Source Documents, Tenant Lease Source Documents and General Ledger, the “Sources”), |
e. | A schedule and the corresponding record
layout and decode information, as applicable (the “Commencement Date Schedule”), that SBA Parent, on behalf of the Depositor,
indicated contains information relating to the commencement dates for the Sample Ground Leases and Sample Tenant Leases, |
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f. | The list of relevant characteristics relating to the: |
i. | Sample Sites (the “Sample Site Characteristics”) on the Final Data File (as defined in Attachment A), which is shown on Exhibit 1 to Attachment A, |
ii. | Sample Ground Leases (the “Sample Ground Lease Characteristics”) on the Final Data File, which is shown on Exhibit 2 to Attachment A, and |
iii. | Sample Tenant Leases (the “Sample Tenant Lease Characteristics,” together with the Sample Site Characteristics and Sample Ground Lease Characteristics, the “Sample Characteristics”) on the Final Data File, which is shown on Exhibit 3 to Attachment A, |
g. | Information, assumptions and methodologies (collectively, the “Provided Calculation Methodology”), which are shown on Exhibit 5 to Attachment A, that SBA Parent, on behalf of the Depositor, indicated relate to the calculation of the characteristic(s) listed on Exhibit 5 to Attachment A (the “Provided Calculation Characteristic”) for each Sample Site, and |
h. | Instructions, assumptions and methodologies, which are described in Attachment A. |
For the purpose of the procedures described in this report, certain information contained on the Final Data File is the “Subject Matter” as of the date of this report.
For the purpose of the procedures described in this report, Barclays, on behalf of the Depositor, provided us with a list (the “Sample Selection Listing”) containing:
a. | 100 Sites (the “Sample Sites”), |
b. | 57 Ground Leases relating to certain Sample Sites (the “Sample Ground Leases”) and |
c. | One Tenant Lease relating to each Sample Site (the “Sample Tenant Leases”). |
For the avoidance of doubt, there are 100 Sample Tenant Leases on the Sample Selection Listing provided by Barclays, on behalf of the Depositor.
Barclays, on behalf of the Depositor, did not inform us as to the basis for how they determined the number of Sample Sites, Sample Ground Leases and Sample Tenant Leases or the methodology used to select the Sample Sites, Sample Ground Leases and Sample Tenant Leases.
For the purpose of the procedures described in this report:
a. | The 100 Sample Sites and the corresponding Sample Ground Leases, if applicable, identified by Barclays, on behalf of the Depositor, are referred to as Sample Numbers S-1 through S-100 and |
b. | The 100 Sample Tenant Leases identified
by Barclays, on behalf of the Depositor, are referred to as Sample Numbers T-1 through T-100. |
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The procedures included in Attachment A were limited to comparing, recalculating or observing certain information that is further described in Attachment A. The Depositor is responsible for the Subject Matter, Base Data File, Sources, Commencement Date Schedule, Sample Characteristics, Provided Calculation Methodology, Sample Selection Listing 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 procedures other than those listed in Attachment A. We have not verified, and we make no representation as to, the accuracy, completeness or reasonableness of the Sources, Commencement Date Schedule, Provided Calculation Methodology, Sample Selection Listing or any other information provided to us, or that we were instructed to obtain, as applicable, by SBA Parent or Barclays, on behalf of the Depositor, upon which we relied in forming our findings. We were not provided with any information on, and we performed no procedures relating to, the Mortgage Loan. Accordingly, we make no representation and express no opinion or conclusion as to (a) the existence of the Mortgage Loan, Sites, Ground Leases or Tenant Leases, (b) questions of legal or tax interpretation or (c) the appropriateness, accuracy, completeness or reasonableness of any instructions, assumptions and methodologies provided to us by SBA Parent or Barclays, on behalf of the Depositor, that are described in this report. We undertake no responsibility to update this report for events and circumstances occurring after the date hereof.
This agreed-upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants (the “AICPA”). An agreed-upon procedures engagement involves the practitioner performing specific procedures that the Specified Parties have 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, and did not, conduct an examination to express an opinion or a review to express a conclusion in accordance with attestation standards established by the AICPA 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.
The agreed-upon procedures described in this report were not performed for the purpose of:
a. | Satisfying any criteria for due diligence published by a nationally recognized statistical rating organization (a “rating agency”) or |
b. | Making any findings with respect to: |
i. | Whether the origination of the Mortgage Loan conformed to, or deviated from, stated underwriting or credit extension guidelines, standards, criteria, or other requirements, |
ii. | The value of the collateral securing the Mortgage Loan, |
iii. | Whether the originator(s) of the Mortgage Loan complied with federal, state or local laws or regulations or |
iv. | Any other factor or characteristic of
the Mortgage Loan, Sites, Ground Leases or Tenant Leases that would be material to the likelihood that the issuer of the Securities will
pay interest and principal in accordance with applicable terms and conditions. |
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We are required to be independent of the Depositor 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.
This report is intended solely for the information and use of the Specified Parties and is not intended to be, and should not be, used by anyone other than the Specified Parties. It is not intended to be, and should not be, used by any other person or entity, including investors and rating agencies, 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/ Ernst & Young LLP
7 November 2022
![]() | Attachment A Page 1 of 2 |
Procedures performed and our associated findings
1. | As instructed by SBA Parent, on behalf of the Depositor, we appended the information for each Site on the Base Data File with the corresponding Provided Calculation Characteristic, which we calculated using the Provided Calculation Methodology. The Base Data File, as adjusted, is hereinafter referred to as the “Final Data File.” |
2. | For each Sample Site, we performed the following procedures: |
a. | We compared the Sample Site Characteristics listed on Exhibit 1 to Attachment A, as shown on the Final Data File, to the corresponding information located on, or to the corresponding information we recalculated using information located on, the Final Data File and/or Sources, subject to the instructions, assumptions and methodologies provided by SBA Parent, on behalf of the Depositor, described in the notes on Exhibit 1 to Attachment A. The Source(s) (or, if applicable, the information on the Final Data File) that we were instructed by SBA Parent, on behalf of the Depositor, to use for each Sample Site Characteristic are shown on Exhibit 1 to Attachment A. Except for the information shown on Exhibit 4 to Attachment A, all such compared information was in agreement. |
b. | For the purpose of performing the procedure described in the succeeding sentence, SBA Parent, on behalf of the Depositor, instructed us that an SBA lease number (the “Tenant ID”) ending in “01,” as shown on the Final Data File, is the anchor tenant (each, an “Anchor Tenant”) of each Sample Site. For each Sample Site with a transaction name of “Mobilitie - Domestic” (the “Mobilitie Sample Sites”), as shown on the Final Data File, we observed the existence of a Tenant Lease Source Document indicating the allowance of triple net reimbursements for the Anchor Tenant corresponding to such Sample Site. |
3. | For each Sample Ground Lease, we performed the following procedures: |
a. | We compared the Sample Ground Lease Characteristics listed on Exhibit 2 to Attachment A, as shown on the Final Data File, to the corresponding information located on, or to the corresponding information we recalculated using information located on, the Sources, subject to the instructions, assumptions and methodologies provided by SBA Parent, on behalf of the Depositor, described in the notes on Exhibit 2 to Attachment A. The Source(s) that we were instructed by SBA Parent, on behalf of the Depositor, to use for each Sample Ground Lease Characteristic are shown on Exhibit 2 to Attachment A. All such compared information was in agreement. |
b. | For each Sample Ground Lease with a property
type of “Owned” or “Perpetual Easement,” as shown on the Final Data File, we observed the existence
of an Owned and Perpetual Easement Source Document. |
![]() | Attachment A Page 2 of 2 |
4. | For each Sample Tenant Lease, we compared the Sample Tenant Lease Characteristics listed on Exhibit 3 to Attachment A, as shown on the Final Data File, to the corresponding information located on, or to the corresponding information we recalculated using information located on, the Final Data File and/or the Sources, subject to the instructions, assumptions and methodologies provided by SBA Parent, on behalf of the Depositor, described in the notes on Exhibit 3 to Attachment A. The Source(s) (or, if applicable, the information on the Final Data File) that we were instructed by SBA Parent, on behalf of the Depositor, to use for each Sample Tenant Lease Characteristic are shown on Exhibit 3 to Attachment A. Except for the information shown on Exhibit 4 to Attachment A, all such compared information was in agreement. |
![]() | Exhibit 1 to Attachment A Page 1 of 3 |
Sample Site Characteristics
Sample Site Characteristic | Final Data File Field Name |
Source(s) | Note(s) | |||
Site code | Site Code | PM Database | i. | |||
Number of tenant leases | NumTenant | PM Database and recalculation | ii. | |||
Site operating expenses | Site Operating Expenses | General Ledger, Final Data File and recalculation | iii. | |||
Rent revenue share reimbursement | Rent Rev Sh Reimb |
(a) Final Data File and recalculation or (b) PM Database, Final Data File and recalculation |
iv., v., vi. |
Notes:
i. | For identification purposes only. |
ii. | For the purpose of comparing the number of tenant leases Sample Site Characteristic for each Sample Site, SBA Parent, on behalf of the Depositor, instructed us to recalculate the number of tenant leases by counting the Tenant Leases associated with such Sample Site with a lease status of “Active,” “Troubled Lease” or “Bankruptcy,” as shown in the PM Database. |
iii. | For the purpose of comparing the site operating expenses Sample Site Characteristic for each Sample Site, SBA Parent, on behalf of the Depositor, instructed us to: |
a. | Calculate the months active (the “Months Active”) for each Sample Site as the maximum of: |
(i) | The minimum of: |
(a) | The sum of: |
1. | The difference in months between 1 August 2022 and the date active, as shown on the Final Data File, and |
2. | One for Sample Sites with a date active on or before the fifteenth day of the applicable month, as shown on the Final Data File, or zero for all other Sample Sites and |
(b) | Twelve, and |
(ii) | One and |
![]() | Exhibit 1 to Attachment A Page 2 of 3 |
Notes: (continued)
iii. (continued)
b. | Recalculate the site operating expenses for each Sample Site as the sum of the: |
(i) | Maximum of: |
(a) | The product of the revenue sharing expense, as shown on the General Ledger, and twelve and |
(b) | 0, |
(ii) | Product of the insurance expense, as shown on the General Ledger, and twelve and |
(iii) | Sum of each annualized: |
(a) | Electric expense, |
(b) | Telephone expense, |
(c) | Property taxes, |
(d) | Site maintenance expense and |
(e) | Site expense, |
all calculated as the product of:
1. | The quotient of the: |
A. | Maximum of: |
1) | The applicable expense amount, as shown on the General Ledger, and |
2) | 0, |
divided by
B. | Months Active, as calculated above, and |
2. | Twelve. |
iv. | We were instructed by
SBA Parent, on behalf of the Depositor, to compare the rent revenue share reimbursement Sample Site Characteristic only for Sample Sites
that are Mobilitie Sample Sites (as defined in Attachment A) and have a site code ending in the letter “T,” as shown
on the Final Data File (collectively, the “Mobilitie T Sample Sites”). |
![]() | Exhibit 1 to Attachment A Page 3 of 3 |
Notes: (continued)
v. | For the purpose of comparing the rent revenue share reimbursement Sample Site Characteristic for each Mobilitie T Sample Site, SBA Parent, on behalf of the Depositor, instructed us to note agreement if the rent revenue share reimbursement (Rent Rev Sh Reimb), as shown on the Final Data File, equals the sum of the: |
a. | Ground lease run rate (GL Run Rate), |
b. | Ground lease easement run rate (GL Easement Run Rate) and |
c. | Revenue sharing expense (Revenue Sharing), |
all as shown on the Final Data File.
vi. | For the purpose of comparing the rent revenue share reimbursement Sample Site Characteristic for each Mobilitie T Sample Site where the rent revenue share reimbursement (Rent Rev Sh Reimb), as shown on the Final Data File, exceeds the sum of the: |
a. | Ground lease run rate (GL Run Rate), |
b. | Ground lease easement run rate (GL Easement Run Rate) and |
c. | Revenue sharing expense (Revenue Sharing), |
all as shown on the Final Data File, SBA Parent, on behalf of the Depositor, instructed us to compare the rent revenue share reimbursement, as shown on the Final Data File, to the annualized most recent mobilitie ground rent reimbursement amount (rounded to 2 decimals) received for the related Anchor Tenant (as defined in Attachment A), as shown in the PM Database.
We performed no procedures to determine the accuracy, completeness or reasonableness of the instructions, assumptions and methodologies provided by SBA Parent, on behalf of the Depositor, that are described in the notes above.
![]() | Exhibit 2 to Attachment A
|
Sample Ground Lease Characteristics
Sample Ground Lease Characteristic |
Final Data File Field Name |
Source(s) | Note(s) | |||
Site code | Site Code | PM Database | i. | |||
Ground lease final term end date | GL Final Term End Date |
(a) Ground Lease Source Documents, (b) Ground Lease Source Documents, Commencement Date Schedule and recalculation or (c) PM Database |
ii., iii., iv. |
Notes:
i. | For identification purposes only. |
ii. | We were instructed by SBA Parent, on behalf of the Depositor, not to compare the ground lease final term end date Sample Ground Lease Characteristic for any Sample Ground Lease corresponding to a Sample Site with a property type of “Owned,” “Perpetual Easement” or “Prepaid Lease Extension” (each, a “Non-Compared Sample Ground Lease”), as shown on the Final Data File. |
iii. | For the purpose of comparing the ground lease final term end date Sample Ground Lease Characteristic for each Sample Ground Lease, except for the Non-Compared Sample Ground Leases, SBA Parent, on behalf of the Depositor, instructed us to recalculate the ground lease final term end date as of the Cut-off Date using the: |
a. | Applicable information and methodologies described in the related Ground Lease Source Documents and |
b. | Related Ground Lease commencement date, as shown on the Commencement Date Schedule or related Ground Lease Source Documents. |
iv. | For the purpose of comparing the ground lease final term end date Sample Ground Lease Characteristic for each Sample Ground Lease, except for the Non-Compared Sample Ground Leases, SBA Parent, on behalf of the Depositor, instructed us to use the PM Database as the Source if the information, as shown in the related Ground Lease Source Documents or as recalculated above, is different than the corresponding information, as shown on the Final Data File (and in accordance with any other applicable note(s)). |
We performed no procedures to determine the accuracy, completeness or reasonableness of the instructions, assumptions and methodologies provided by SBA Parent, on behalf of the Depositor, that are described in the notes above.
![]() | Exhibit 3 to Attachment A Page 1 of 4 |
Sample Tenant Lease Characteristics
Sample Tenant Lease Characteristic |
Final Data File Field Name |
Source(s) | Note(s) | |||
Tenant ID | SBALease Num | PM Database | i. | |||
Common carrier name | Common Carrier Name | Tenant Lease Source Documents or PM Database | ii., iii. | |||
Tenant current rent rate | TL Current Rent Rate |
(a) Tenant Lease Source Documents, Commencement Date Schedule and recalculation or (b) PM Database |
ii., iv., v., vi. | |||
Tenant current pay frequency | Curr Pay Freq | Tenant Lease Source Documents | ||||
Tenant current term end date | Curr Term End Date |
(a) Tenant Lease Source Documents, Commencement Date Schedule and recalculation or (b) PM Database |
ii., vi. | |||
Tenant number of remaining renewal terms | Num Renewal Terms |
(a) Tenant Lease Source Documents, Commencement Date Schedule and recalculation or (b) PM Database |
ii., vi. | |||
Tenant final term end date | Final Term End Date |
(a) Tenant Lease Source Documents, Commencement Date Schedule and recalculation or (b) PM Database |
ii., vi. | |||
Tenant next escalation amount | Next Esc Amount |
(a) Final Data File or Tenant Lease Source Documents or (b) PM Database |
ii., vi., vii., viii. | |||
Tenant next escalation type | Next Esc Type | Final Data File or Tenant Lease Source Documents | vi., viii. | |||
Tenant next escalation frequency | Next Esc Freq | Final Data File or Tenant Lease Source Documents | vi., viii. | |||
Colocation rent share | Anchor Reduction |
(a) Final Data File, (b) Tenant Lease Source Documents and recalculation or (c) Final Data File and recalculation |
ix., x. |
![]() | Exhibit 3 to Attachment A Page 2 of 4 |
Notes:
i. | For identification purposes only. |
ii. | For the purpose of comparing the indicated Sample Tenant Lease Characteristics for each Sample Tenant Lease, SBA Parent, on behalf of the Depositor, instructed us to use the PM Database as the Source if the information, as shown in the related Source, is different than the corresponding information, as shown on the Final Data File (and in accordance with any other applicable note(s)). |
iii. | For the purpose of comparing the common carrier name Sample Tenant Lease Characteristic for each Sample Tenant Lease, SBA Parent, on behalf of the Depositor, instructed us to ignore differences due to abbreviations, truncations and spelling errors. |
iv. | We were instructed by SBA Parent, on behalf of the Depositor, not to compare the tenant current rent rate Sample Tenant Lease Characteristic for any Sample Tenant Lease with a lease status of “Troubled Lease” (each, a “Troubled Sample Tenant Lease”), as shown on the Final Data File. |
v. | For the purpose of comparing the tenant current rent rate Sample Tenant Lease Characteristic for each Sample Tenant Lease, except for the Troubled Sample Tenant Leases, SBA Parent, on behalf of the Depositor, instructed us to ignore (as applicable): |
a. | Differences in the amount of +/- $50 or less and |
b. | Percentage differences of +/- 2.5% or less (calculated as a percentage of the tenant current rent rate value, as shown on the Final Data File). |
We were instructed by SBA Parent, on behalf of the Depositor, to present any differences that exceed the materiality thresholds described in the preceding paragraph of this note as the difference between the value we identified on the applicable Source(s) and the corresponding value that is shown on the Final Data File expressed as a percentage of the value that is shown on the Final Data File.
![]() | Exhibit 3 to Attachment A Page 3 of 4 |
Notes: (continued)
vi. | SBA Parent, on behalf of the Depositor, instructed us not to compare the indicated Sample Tenant Lease Characteristics for any Sample Tenant Lease with a value of “0,” “01/00/1900” or <blank>, as shown on the Final Data File. |
Additionally, for the purpose of comparing the indicated Sample Tenant Lease Characteristics for each Sample Tenant Lease, SBA Parent, on behalf of the Depositor, instructed us to recalculate the tenant current rent rate, tenant current term end date, tenant number of remaining renewal terms and tenant final term end date as of the Cut-off Date using the:
a. | Applicable information and methodologies described in the related Tenant Lease Source Documents and |
b. | Related Tenant Lease commencement date, as shown on the Commencement Date Schedule or related Tenant Lease Source Documents. |
vii. | For the purpose of comparing the tenant next escalation amount Sample Tenant Lease Characteristic for each Sample Tenant Lease with a next escalation type of “CPI,” as shown on the Final Data File, SBA Parent, on behalf of the Depositor, instructed us to note agreement with a tenant lease next escalation amount of “0,” as shown on the Final Data File. |
viii. | For the purpose of comparing the indicated Sample Tenant Lease Characteristics for each Sample Tenant Lease with a tenant current pay frequency of “Term,” as shown on the Final Data File, SBA Parent, on behalf of the Depositor, instructed to note agreement with a value of <blank>, as shown on the Final Data File. |
![]() | Exhibit 3 to Attachment A Page 4 of 4 |
Notes: (continued)
ix. | For the purpose of comparing the colocation rent share Sample Tenant Lease Characteristic for each Sample Tenant Lease that does not correspond to an Anchor Tenant of a Mobilitie Sample Site, SBA Parent, on behalf of the Depositor, instructed us to note agreement with a colocation rent share of “0,” as shown on the Final Data File. |
For the purpose of comparing the colocation rent share Sample Tenant Lease Characteristic for each Sample Tenant Lease corresponding to the Anchor Tenant of a Mobilitie Sample Site and an entity name that includes “T-Mobile,” as shown on the Final Data File (each, a “Mobilitie T-Mobile Sample Site”), SBA Parent, on behalf of the Depositor, instructed us to recalculate the colocation rent share as 50% of the tenant lease amendment rent increases, including escalations based upon effective date of each respective tenant lease amendment, as shown on the Tenant Lease Source Documents, for all Tenant Leases relating to the Mobilitie T-Mobile Sample Site corresponding to such Sample Tenant Lease that do not correspond to the related Anchor Tenant.
For the purpose of comparing the colocation rent share Sample Tenant Lease Characteristic for each Sample Tenant Lease corresponding to the Anchor Tenant of a Mobilitie Sample Site that is not a Mobilitie T-Mobile Sample Site (each a “Mobilitie Non T-Mobile Sample Site”), SBA Parent, on behalf of the Depositor, instructed us to recalculate the colocation rent share as 59% of the sum of the tenant annualized run rate revenue (ARRR) and then subtracting the annualized current rent rate, as shown on the Final Data File, for all Tenant Leases relating to the Mobilitie Non T-Mobile Sample Site corresponding to such Sample Tenant Lease that do not correspond to the related Anchor Tenant.
x. | For the purpose of comparing the colocation rent share Sample Tenant Lease Characteristic for each Sample Tenant Lease, SBA Parent, on behalf of the Depositor, instructed us to ignore differences of +/- $1.00 or less. |
We performed no procedures to determine the accuracy, completeness or reasonableness of the instructions, assumptions and methodologies provided by SBA Parent, on behalf of the Depositor, that are described in the notes above.
![]() | Exhibit 4 to Attachment A
|
Sample Characteristic Differences
Sample Number | Sample Characteristic | Final Data File Value |
Source Value | |||
S-13 | Number of tenant leases | 1 | 2 | |||
S-16 | Number of tenant leases | 1 | 2 | |||
S-30 |
Number of tenant leases Colocation rent share |
1 $-79,928.40 |
4 $-67,214.28 | |||
S-47 | Number of tenant leases | 2 | 1 | |||
S-54 | Number of tenant leases | 1 | 4 | |||
Rent revenue share reimbursement | $20,530.92 | $20,610.36 | ||||
S-55 | Number of tenant leases | 2 | 1 | |||
S-66 | Number of tenant leases | 2 | 1 | |||
S-68 | Number of tenant leases | 2 | 1 | |||
S-78 | Number of tenant leases | 2 | 3 | |||
S-93 | Number of tenant leases | 2 | 1 | |||
T-15 | Next escalation frequency | 5 | 1 | |||
T-61 | Rent revenue share reimbursement | $22,909.44 | $23,153.28 | |||
T-39 | Tenant current rent rate | $5,650.80 | $5,820.32 | |||
T-40 | Tenant current rent rate | $4,497.62 | $4,919.72 | |||
T-84 | Tenant current rent rate | $24,086.40 | $38,563.11 | |||
Next escalation amount | 0 | 4 | ||||
Next escalation frequency | 0 | 1 | ||||
Next escalation type | 0 | Fixed% |
![]() | Exhibit 5 to Attachment A
|
Provided Calculation Methodology
For the purpose of calculating the Provided Calculation Characteristic for each Sample Site on the Base Data File, as applicable, SBA Parent, on behalf of the Depositor, instructed us to perform the following calculation(s):
Provided Calculation Characteristic | Calculation Methodology | |
Site Operating Expenses |
The sum of the: a. Revenue sharing expense (Revenue Sharing), b. Insurance expense (Insurance Expense), c. Electric expense (Elec Expense), d. Telephone expense (Tele Expense), e. Property taxes (GPTaxes), f. Site maintenance expense (SMaint Expense) and g. Site expense (Site Expense), all as shown on the Base Data File |
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