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 |
Date of Report (Date of earliest event reported) N/A
Commission File Number of securitizer:
Central Index Key Number of securitizer: 0001872842
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) ☐
SEC2860 (6-15) Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
☒ Rule 15Ga-2 under the Exchange Act (17 CFR 240.15Ga-2)
Central Index Key Number of depositor: Not Applicable
ALIGNED DATA CENTERS ISSUER, LLC
(Exact name of issuing entity as specified in its charter)
Central Index Key Number of issuing entity (if applicable): 0001872843
Central Index Key Number of underwriter (if applicable): Not Applicable
David W. Robinson
(908) 507-4769
Name and telephone number, including area code, of the person
To contact in connection with this filing.
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INFORMATION TO BE INCLUDED IN THE REPORT
PART II: FINDINGS AND CONCLUSIONS OF THIRD-PARTY DUE DILIGENCE REPORTS
Item 2.01 Findings and conclusions of a Third Party Due Diligence Report Obtained by the Issuer
The disclosures required by Rule 15Ga-2 (17 C.F.R. 240.15Ga-2) are attached as Exhibits to this Form ABS-15G. Please see the Exhibit Index for the related information.
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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.
ADC Holdco, LLC | (Securitizer) |
Dated: August 2, 2023
(Signature)
/S/ David W. Robinson |
David W. Robinson General Counsel |
EXHIBIT INDEX
Exhibit No. |
Description | |
Exhibit 99.1 | Independent Accounts Report on Applying Agreed-Upon Procedures, dated July 28, 2023, of KPMG. |
Exhibit 99.1
Independent Accountants Agreed-Upon Procedures Report
Aligned Energy Holdings, LP (the Company)
Guggenheim Securities, LLC (the Structuring Agent)
Deutsche Bank Securities Inc.
MUFG Securities Americas Inc.
TD Securities (USA) LLC
Wells Fargo Securities, LLC
Goldman Sachs & Co. LLC
(together, the Specified Parties)
Re: | Aligned Data Centers Issuer, LLC, Secured Data Center Revenue Term Notes, Series 2023-1 Data File Procedures |
We have performed the procedures described below on the specified attributes in an electronic data file entitled Aligned 2023-1 Datatape (7.20.23)_vAccSent.xlsx provided by the Company on July 20, 2023, containing information on 77 data center leases (the Leases) as of July 1, 2023 (the Data File), which we were informed are intended to be included as collateral in the offering by Aligned Data Centers Issuer, LLC (the Master Trust). 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, percentages, and number of days were within $1.00, 0.1%, and 3 days, respectively. |
| The term Statistical Calculation Date means July 1, 2023. |
| The term 2022 Deal Tape means an electronic data file entitled Aligned 2022-1 Datatape 10.25.2022.xlsx provided by the Structuring Agent on June 21, 2023, on behalf of the Company, containing information on the Existing Leases (defined below) as of September 1, 2022. |
| The term Lease Documents means the following documents provided by the Company: (i) data center lease agreements, master service agreements, service orders, and colocation license agreements and associated abstracts and amendments, (ii) tenant invoices, and (iii) Companys accounting system screenshots. We make no representation regarding the validity or accuracy of these documents or the execution of the Lease Documents by the tenants. |
| The term Bloomberg Ratings means tenants Standard and Poors (S&P) long term bond credit ratings, or equivalent Moodys Investor Services (Moodys) or Fitch Ratings Inc. (Fitch) long term bond credit ratings where S&P ratings were not available, as of July 11, 2023, obtained from a Bloomberg terminal, as instructed by the Structuring Agent on behalf of the Company. |
| The term Supporting Information Files means the following electronic data files provided by the Structuring Agent, on behalf of the Company, containing instructions and information on (i) credit ratings, (ii) campus and city mapping, (iii) tenant name changes, and (iv) escalation dates: |
| SENT - Aligned 2023-1 Prelim Exceptions_Gugg Responses (7.10.23)_New Leases Only.xlsx provided on July 10, 2023 |
| SENT - Aligned 2023-1 Ratings Exceptions 7.14.2023_Gugg Responses.xlsx provided on July 14, 2023 |
| SENT - Aligned 2023-1 Exceptions 7.13.2023_Gugg Responses.xlsx provided on July 18, 2023 |
| The term Source Documents means the Lease Documents, Bloomberg Ratings, and Supporting Information Files. |
| The term Instructions means the instructions provided by the Company pertaining to a procedure, attribute, or methodology as described in Exhibit A. |
| The term Provided Information means the Statistical Calculation Date, 2022 Deal Tape, 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 were instructed by the Structuring Agent, on behalf of the Company, to exclude four (4) Leases from the Data File with an Expiration Date prior to the Statistical Calculation Date, resulting in 73 Leases remaining in the Data File (the Reviewed Leases). The Structuring Agent informed us, on behalf of the Company, that of the 73 Reviewed Leases, (i) 56 Leases are currently included in the Master Trust (the Existing Leases) and (ii) 17 Leases will be added to the Master Trust (the New Leases) on the closing date. |
B. | For each Existing Lease, we compared the specified attributes listed in Exhibit A to the corresponding information included in the 2022 Deal Tape, Bloomberg Ratings, and Supporting Information Files, as applicable. The Specified Parties indicated that the absence of any of the information in the 2022 Deal Tape, Bloomberg Ratings or Supporting Information Files or the inability to agree the indicated information from the Data File to the 2022 Deal Tape, Bloomberg Ratings and Supporting Information Files for such attributes constituted an exception. |
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C. | For each New Lease, we compared or recomputed the specified attributes listed in Exhibit A to or using the corresponding information included in the Source Documents, 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. |
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 Leases, (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 Leases to stated underwriting or credit extension guidelines, standards, criteria or other requirements, (ii) the value of collateral securing any such Leases being securitized, (iii) the compliance of the originator of the Leases with federal, state, and local laws and regulations, or (iv) any other factor or characteristic of the Leases that would be material to the likelihood that the issuer of the asset-backed 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.
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
July 28, 2023
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Exhibit A
Attributes and Instructions
# |
Attribute Name in Data File |
For Existing Leases
2022 Deal Tape, Bloomberg Ratings, and |
For New Leases
Source Documents / Instructions | |||
1 | Tenant/Lease Name | Tenant/Lease Name attribute in the 2022 Deal Tape | Lease Documents, Supporting Information Files | |||
2 | Campus | Campus attribute in the 2022 Deal Tape | Lease Documents, Supporting Information Files | |||
3 | City | City attribute in the 2022 Deal Tape | Lease Documents, Supporting Information Files | |||
4 | Credit Ratings | Credit Ratings attribute in the 2022 Deal Tape, Bloomberg Ratings, Supporting Information Files | Bloomberg Ratings, Lease Documents, Supporting Information Files | |||
5 | Current Lease Plan (CLP) Leased (KW) | Current Lease Plan (CLP) Leased (KW) attribute in the 2022 Deal Tape | Lease Documents | |||
6 | CLP Ramped (KW) | CLP Ramped (KW) attribute in the 2022 Deal Tape | Lease Documents | |||
7 | CLP Ramp Schedule (Kilowatts table and Rate table) |
CLP Ramp Schedule attribute in the 2022 Deal Tape | Lease Documents | |||
8 | Commencement Rent (KW/pmt freq) | Commencement Rent (KW/pmt freq) attribute in the 2022 Deal Tape | Lease Documents | |||
9 | Rent (KW/pmt freq) | Rent (KW/pmt freq) attribute in the 2022 Deal Tape, Lease Documents | Recompute as the product of:
(A) Commencement Rent (KW/pmt freq), and
(B) the sum of 1 and Escalator Rate raised to the power of the number of years between the Escalator Date and the Statistical Calculation Date | |||
10 | Monthly Base Rent | Monthly Base Rent attribute in the 2022 Deal Tape | Recompute as the product of:
(A) Rent (KW/pmt freq), and
(B) CLP Ramped (KW) |
A-1
# |
Attribute Name in Data File |
For Existing Leases
2022 Deal Tape, Bloomberg Ratings, and |
For New Leases
Source Documents / Instructions | |||
11 | Additional Base Rent | Additional Base Rent attribute in the 2022 Deal Tape | Recompute as the sum of additional rent listed in the Lease Documents for non-power generating facilities (identified as rent that is not measured in kilowatts) | |||
12 | Initial Additional Office Space Rent | Initial Additional Office Space Rent attribute in the 2022 Deal Tape | In instances where non-power generating office space and non-power generating storage space were listed in the Lease Documents (identified as rent that is not measured in kilowatts), recompute as the sum of:
(A) rent for non-power generating office space, and
(B) rent for non-power generating storage space
In instances where non-power generating office space and non-power generating storage space were not listed in Lease Documents, recompute as:
(A) Current Additional Office Space Rent, divided by
(B) the sum of 1 and Escalator Rate | |||
13 | Current Additional Office Space Rent | Current Additional Office Space Rent attribute in the 2022 Deal Tape | Recompute as the product of:
(A) Initial Additional Office Space Rent, and
(B) the sum of 1 and Escalator Rate raised to the power of the number of years between the Escalator Date and the Statistical Calculation Date | |||
14 | Start Date | Start Date attribute in the 2022 Deal Tape, Supporting Information Files | Lease Documents | |||
15 | Expiration Date | Expiration Date attribute in the 2022 Deal Tape, Supporting Information Files | Lease Documents
In instances where Expiration Date was not listed in the Lease Documents, recompute by adding:
(A) Start Date, and
(B) Original Term, adjusted by certain date adjustment methodology listed in the Lease Documents |
A-2
# |
Attribute Name in Data File |
For Existing Leases
2022 Deal Tape, Bloomberg Ratings, and |
For New Leases
Source Documents / Instructions | |||
16 | Original Term | Original Term attribute in the 2022 Deal Tape, Supporting Information Files | Recompute as the difference in months between:
(A) Expiration Date, and
(B) Start Date, adjusted by date-specific language listed in the Lease Documents | |||
17 | Payment Frequency | Payment Frequency attribute in the 2022 Deal Tape | Lease Documents | |||
18 | Escalator Rate | Escalator Rate attribute in the 2022 Deal Tape, Supporting Information Files | Lease Documents | |||
19 | Escalator Date (Month and Date Only) | Escalator Date (Month and Date Only) attribute in the 2022 Deal Tape, Supporting Information Files | Lease Documents, Supporting Information Files
Recompute as the day one year prior to the date on which first escalation occurred, as listed in the Lease Documents | |||
20 | Escalator Frequency | Escalator Frequency attribute in the 2022 Deal Tape | Lease Documents | |||
21 | Number of Renewal Options | Number of Renewal Options attribute in the 2022 Deal Tape | Lease Documents | |||
22 | Length of Term | Length of Term attribute in the 2022 Deal Tape | Lease Documents | |||
23 | Total Length of Term | Total Length of Term attribute in the 2022 Deal Tape | Recompute as the product of:
(A) Number of Renewal Options, and
(B) Length of Term |
A-3