EX-99.1 2 brhc10036748_ex99-1.htm EXHIBIT 99.1
Exhibit 99.1


 
KPMG LLP
Suite 700
20 Pacifica
Irvine, CA 92618-3391

Independent Accountants’ Report on Applying Agreed‑Upon Procedures
 
Global Jet Capital, Inc. (the “Company”)
Deutsche Bank Securities Inc.
Morgan Stanley & Co. LLC
BofA Securities, Inc.
Citigroup Global Markets Inc.
KKR Capital Markets LLC
TCG Capital Markets L.L.C.
Citizens Capital Markets, Inc.
 
(together, the “Specified Parties”)
 
Re: Business Jet Securities 2022-1, LLC – Data File Procedures
 
We have performed the procedures described below on the specified attributes in an electronic data file entitled “BJETS 2022-1 Datatape v7 4.1.22.xlsx” provided by the Company on April 1, 2022 (the “Data File”), containing information on 48 aircraft loans (“Loans”) and leases (“Leases”) and their related interests (together, the “Business Jet Aircraft Assets”) as of February 28, 2022 (the “Statistical Calculation Date”), which we were informed are intended to be included as collateral in the offering by Business Jet Securities 2022-1, LLC. The Company is responsible for the specified attributes identified by the Company 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 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 be in agreement if differences were within the reporting threshold.
 
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 $1.00 and 0.1%, respectively.
 

The term “Source Documents” means the following documents provided by the Company:
 

Guaranty
 

Reaffirmation of Personal/Trust Guaranty
 

Lease Agreement
 

Loan Agreement
 

Promissory Note
 

Modification/Amendments to Lease Agreement
 

Modification/Amendments to Loan Agreement
 

Acceptance Certificate
 

Security Deposit Pledge Agreement
 

Letter of Credit Agreement
 

Leasing Addendum
 

Purchase and Sale Agreement
 

Delivery Document
 

Final Lease Pricing
 

LeaseWave Reports – an electronic data file (“LW Reports KPMG 3.16.2022 final.xlsx”) containing certain information related to each Business Jet Aircraft Asset
 

GJC Master Data File – an electronic data file (“GJC Master Data - FebruaryME - 2022.xlsx”) containing certain information related to the vintage of each Business Jet Aircraft Asset and the SIC code of each obligor
 

Appraisals File – an electronic data file (“BJETS 2022-1 Appraisals.xlsx”) containing certain information related to appraisal values issued by AC-U-KWIK Appraisals (“AC-U-KWIK”), Mente Group, LLC (“Mente”), and Aviation Advisors Group (“AAG”)
 

HNWI Ratings Spreadsheet – an electronic data file containing information on the rating of an obligor considered a High Net Worth Individual by the Company
 

GJC Ratings Mapping File – an electronic data file (“GJC Ratings Scale - Auditors - 2.22.xlsx”) containing information on the standard operating procedures the Company uses when assigning ratings to obligors
 

Public Ratings Files – 14 electronic data files containing information on the ratings various rating agencies assigned to public companies
 

Moody’s RiskCalc US 4.0 Files – nine (9) electronic data files containing information on corporate obligors the Company rated using the Moody’s RiskCalc system
 

NDY Industries to SIC Mapping File – an electronic data file (“NDY Industry to SIC Mapping File - 2.22.xlsx”) containing the mapping of relevant SIC industry codes to their applicable Moody’s (KMV) industry code and description for each obligor
 

Size Categories Sheet – an electronic data file (“Aircraft Size Categories.xlsx”) containing information on the class of all applicable aircraft or engine makes and models
 

Engine Program Data File – an electronic data file (“Aircraft Maintenance Program Status Updated.xlsx”) containing information associated with the engine program for each Business Jet Aircraft Asset

KPMG LLP, a Delaware 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

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ALLL File – an electronic data file (“Copy of 2021 12 ALLL v5.xlsx”) containing the ABS classification for each Business Jet Aircraft Asset
 
The term “Instructions” means the instructions provided by the Company pertaining to a procedure, specific attribute, methodology or value, as described in the table below.
 
The term “Provided Information” means the Source Documents and Instructions.
 
Prior to being provided the Data File, we received one or more earlier versions of the data file on which to perform our procedures. In performing those procedures, we identified differences which were communicated to the Specified Parties. The Data File represents the revised information reflecting resolution of differences communicated as determined appropriate by the Specified Parties. We performed the procedures on the Data File, and the results of those procedures are reflected herein.
 
The procedures we were instructed by the Company to perform and the associated findings are as follows:
 
A.
We selected a sample of 24 Business Jet Aircraft Assets from the Data File (the “Selected Assets”) based on the following criteria: (i) 5 randomly selected Business Jet Aircraft Assets, and (ii) the top 10 obligors based on the “Aggregate Asset Value” field in the Data File (representing a total of 19 Business Jet Aircraft Assets). The Selected Assets are listed in Exhibit A.
 
B.
For each Selected Asset, we compared or recomputed the specified attributes in the Data File listed below to or using the corresponding information included in the Source Document, utilizing the Instructions, as applicable. The Specified Parties indicated that the absence of any of the information in the Source Documents or the inability to agree the indicated information from the Data File to the Source Documents for each of the attributes identified, utilizing the Instructions as applicable, constituted an exception. The Source Documents are listed in the order of priority.
 
   
Attribute
 
Source Document / Instructions
   
Sequence Number
 
Provided by the Company
   
Guarantor / Obligor
 
Leases: Guaranty, Reaffirmation of Personal/Trust Guaranty, Lease Agreement
Loans: Guaranty, Reaffirmation of Personal/Trust Guaranty, Loan Agreement, Promissory Note
   
ABS Classification
 
ALLL File. If the Selected Asset is not listed in the ALLL File, classify the Selected Asset as an operating lease
   
Fixed / Float
 
Leases: Amendments/Modifications to Lease Agreement, Lease Agreement
Loans: Amendments/Modifications to Loan Agreement, Loan Agreement,
Promissory Note
   
Float Index
 
Leases: Amendments/Modifications to Lease Agreement, Lease Agreement
Loans: Amendments/Modifications to Loan Agreement, Loan Agreement,
Promissory Note
   
Registration Location
 
Registration Certificates
   
Aircraft Location
 
LeaseWave Reports
   
Contract Currency
 
LeaseWave Reports
   
Contract Freq
 
LeaseWave Reports

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Contract Start Date
 
Leases: Acceptance Certificate, Purchase and Sale Agreement, Delivery Document, Amendments/Modifications to Lease Agreement, Lease Agreement, Acceptance Certificate
Loans: Leasing Addendum, Amendments/Modifications to Loan Agreement, Loan Agreement, Promissory Note, Acceptance Certificate
   
Term
 
 
If the Selected Asset has a Contract Start Date prior to November 1, 2021, exclude any interim rent period in the respective Source Document. If the Selected Asset has a Contract Start Date on or after November 1, 2021, include any interim rent period in the respective Source Document.
Leases: Final Lease Pricing, Amendments/Modifications to Lease Agreement, Lease Agreement
Loans: Amendments/Modifications to Loan Agreement, Loan Agreement, Promissory Note
   
Remaining Term at 2/28/2022
 
Recompute as the number of months between (i) the Statistical Calculation Date and (ii) the Contract End Date
   
Contract End Date
 
LeaseWave Reports
   
Security Deposit (USD)
 
Security Deposit Pledge Agreement, Lease Agreement or Loan Agreement
   
Letter of Credit
 
Letter of Credit Agreement
   
Q1 2022 LMM (as of 3/31/2022)
 
Recompute as the lesser of the mean or median of the following in the Data File: (i) Q1 2022 AC-U-KWIK (as of 3/31/2022), (ii) Q1 2022 Mente (as of 3/31/2022), and (iii) Q1 2022 AAG (as of 3/31/2022)
   
Q1 2022 AC-U-KWIK (as of 3/31/2022)
 
Appraisals File
   
Q1 2022 Mente (as of 3/31/2022)
 
Appraisals File
   
Q1 2022 AAG (as of 3/31/2022)
 
Appraisals File
   
End of Term Projected FMV - per AAG (as of 3/31/2022)
 
Appraisals File
   
Moodys (KMV) Industry Code
 
NDY Industries to SIC Mapping File using the GJC Master Data File
   
Moodys (KMV) Industry Name
 
NDY Industries to SIC Mapping File using the GJC Master Data File
   
GJC Rating
 
HNWI Ratings Spreadsheets, Public Ratings Files and Moody’s RiskCalc US 4.0 Files using the GJC Ratings Mapping File
   
Rating Source
 
Using the applicable Source Document listed below, compare the Rating Source in the Data File to the Rating Source in the table below:
Condition          Rating Source
If the GJC Rating was agreed using the          HNWI HNWI Ratings Spreadsheets
If the GJC Rating was agreed using Public          Public Ratings Files
If the GJC Rating was agreed using the          Moody’s RiskCalc Moody’s RiskCalc US 4.0 Files          US 4.0
   
Vintage
 
GJC Master Data File
   
Make
 
LeaseWave Reports
   
Model
 
LeaseWave Reports

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Serial Number
 
LeaseWave Reports
   
Age (Formula off Vintage)
 
Recompute as the number of years between (i) January 1 of the asset’s Vintage year and (ii) the Statistical Calculation Date
   
Engine Program
 
Engine Program Data File
   
Class
 
Based on the Make and Model of each Selected Asset as stated in the Data File, compare to the Size Categories Sheet
   
Aggregate Asset Value (LMM for Op Leases, Principal Balance for Loans and Finance Leases)
 
Recompute as:
(1)          for Selected Assets identified as Finance Lease in the “ABS Classification” field in the Data File, the sum of the finance lease principal payments,
(2)          for Selected Assets identified as Loan in the “ABS Classification” field in the Data File, the sum of the loan principal payments, and
(3)          for Selected Assets identified as Operating Lease in the “ABS
Classification” field in the Data File, the appraisal value identified by the attribute Q1 2022 LMM (as of 3/31/2022)
 
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, 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 or review, the objective of which would be the expression of an opinion or conclusion, respectively, on the specified attributes 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.
 
We are required to be independent of the Company 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 Company, (ii) the physical existence of the Business Jet Aircraft Assets, (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 Business Jet Aircraft Assets to stated underwriting or credit extension guidelines, standards, criteria or other requirements, (ii) the value of collateral securing any such Business Jet Aircraft Assets being securitized, (iii) the compliance of the originator of the Business Jet Aircraft Assets with federal, state, and local laws and regulations, or (iv) any other factor or characteristic of the Business Jet Aircraft Assets 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. 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.
 
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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.
 
 
/s/KPMG LLP
Irvine, California
 
April 6, 2022
 
 
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Exhibit A
 
The Selected Assets
Selected
Asset Number
 
 
Sequence Number
1
 
GJ0418ALN1
2
 
GJ0140AOL1
3
 
GJ03208-01
4
 
GJ03205-01
5
 
GJ0421AOL1
6
 
GJ03273-01
7
 
GJ0390AOL1
8
 
GJ0394AOL1
9
 
GJ0395AOL1
10
 
GJ0396AOL1
11
 
GJ0397AOL1
12
 
GJ03172-02
13
 
GJ0342AOL1
14
 
GJ02821-01
15
 
GJ02821-02
16
 
GJ0404AOL1
17
 
GJ0440AFL1
18
 
GJ0423AOL1
19
 
GJ0403AOL1
20
 
GJ0408AOL1
21
 
GJ0409AOL1
22
 
GJ0410AOL1
23
 
GJ0411AOL1
24
 
GJ0412AOL1


A-1