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)(l) ¨
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) ¨
x | Rule 15Ga-2 under the Exchange Act (17 CPR 240.15Ga-2) |
Central Index Key Number of depositor: 0001885368
New Economy Assets – Phase 1 Issuer, LLC |
(Exact name of issuing entity as specified in its charter)
Central Index Key Number of issuing entity (if applicable): 0001885369
Central Index Key Number of underwriter (if applicable): ________________
Michael A. Boyd, General Counsel, (210) 974-3604
Name and telephone number, including area code, of the person to contact in connection with this filing
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
Attached as Exhibit 99.1 hereto is a Report of Independent Accountants on Applying Agreed-Upon Procedures dated October 12, 2021 of PricewaterhouseCoopers LLP, with respect to certain agreed-upon procedures performed by PricewaterhouseCoopers LLP.
EXHIBIT INDEX
Exhibit Number | Description | |
99.1 | Report of Independent Accountants on Applying Agreed-Upon Procedures, dated October 12, 2021 of PricewaterhouseCoopers LLP. |
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.
New Economy Assets – Phase 1 Sponsor, LLC (Securitizer, Depositor or Underwriter) | |
Date: October 12, 2021 | /s/ Michael Boyd |
Name: Michael Boyd | |
Title: General Counsel and Secretary |
Exhibit 99.1
Report of Independent Accountants on Applying
Agreed-Upon Procedures
US RE Company, LLC (d/b/a USAA Real Estate Company)
New Economy Assets – Phase 1 Sponsor, LLC
9830 Colonnade Boulevard, Suite 600
San Antonio, Texas 78230
We (“us” or “PwC”) have performed the procedures enumerated below, which were agreed to by US RE Company, LLC (d/b/a USAA Real Estate Company) (“USAA RE”) and New Economy Assets – Phase 1 Sponsor, LLC (together with USAA RE, the “Company,” as the engaging party), Goldman Sachs & Co. LLC and Barclays Capital Inc., who are collectively referred to as the “Specified Parties”, solely to assist you in performing certain procedures related to the accuracy of certain attributes and calculations within the Final Data File (defined below). The procedures were performed with respect to the Net-Lease Mortgage Notes, Series 2021-1 securitization (the “Transaction”). The Company (the “Responsible Party”) is responsible for the accuracy of the information contained in the Final Data File.
In an agreed-upon procedures engagement, we perform specific procedures that the Specified Parties have agreed to and acknowledged to be appropriate for the intended purpose of the engagement and we report on findings based on the procedures performed. The procedures performed may not address all the items of interest to a user of this report and may not meet the needs of all users of this report and, as such, users are responsible for determining whether the procedures performed are appropriate for their purposes. The Specified Parties have agreed to and acknowledged that the procedures performed are appropriate for their purposes. This report may not be suitable for any other purpose.
Procedures and Findings
In connection with the Transaction, the Specified Parties have requested that the procedures be performed on 13 leased properties which represents the entire population of certain collateral assets, (collectively, the “Collateral”) within the Transaction.
This agreed-upon procedures engagement was not conducted for the purpose of satisfying any criteria for due diligence published by a nationally recognized statistical rating organization.
In addition, PwC should not be regarded as having in any way warranted or given any assurance as to the following items:
· | The completeness, accuracy, appropriateness, quality or integrity of any of the information provided by the Responsible Party, or any other party for the purpose of PwC performing the procedures agreed to by the Specified Parties. The procedures performed would not necessarily reveal any material misstatement of the amounts, balances, ratios, percentages or other relationships of the information included in the data provided to us; |
· | The conformity of the origination of the collateral assets to stated underwriting or credit extension guidelines, standards, criteria or other requirements; |
· | The value of the collateral assets; and |
· | The compliance of the originator of the assets with federal, state, and local laws and regulations. |
PricewaterhouseCoopers LLP, 300 Madison Avenue, New York, NY 10017 | |
T: (646) 471-3000, F: (813) 286-6000 www.pwc.com | 1 |
We have not performed any procedures with respect to the fair value of the securities being offered in the Transaction and PwC expresses no opinion on the fair value of these securities. PwC should not be regarded as having performed any procedures other than those detailed in this report.
With respect to any terms or requirements of the Transaction documents that do not appear in this report, we performed no procedures and, accordingly, the procedures we performed would not ensure that any requirements are satisfied. Further, we have performed only the following agreed-upon procedures and therefore make no representations regarding the adequacy of disclosures or whether any material facts have been omitted from the Transaction documents.
It should be understood that we make no representations as to:
· | The interpretation of Transaction documents included in connection with our procedures; |
· | Your compliance with Rule 15Ga-2 of the Securities Exchange Act of 1934; and |
· | The reasonableness of any of the assumptions provided by the Company or other Specified Parties. |
These procedures should not be taken to supplant any additional inquiries or procedures that the Specified Parties would undertake in consideration of the Transaction.
For the purpose of this report:
· | The phrase “Cut-off Date” refers to the date of August 31, 2021. |
· | The phrase “Final Data File” refers to the following Microsoft Excel (“Excel”) file provided by the Company, which includes certain attributes related to the Collateral. The Final Data File was provided on October 12th, 2021 with certain Collateral attribute calculations adjusted for the Cut-off Date: |
o | USAA 2021-1 Accounting Tape.xlsx (provided on October 12th, 2021). |
· | The phrase “Specified Attributes” refers to the fields in the Final Data File. |
· | The phrase “Source Document” refers to the documents (including any applicable amendments, assumptions or exhibits thereof) provided by the Company, related to the information contained in the Final Data File. |
· | The phrase “Collateral File” refers to any Source Document or collection of Source Documents provided by the Company, and used by us, in performing the procedures enumerated below. |
· | The term “compared” refers to the comparison of one or more Specified Attributes to Source Documents, as indicated within Exhibit A. |
· | The term “recalculated” refers to a re-computation of one or more Specified Attributes using the Company provided methodology, as indicated within Exhibit B. |
· | The phrase “in agreement” refers to the comparison or recalculation of one or more Specified Attributes which resulted in a match, or a difference that was within the Company provided tolerance level (if any), as indicated within Exhibit A. |
Source Documents included in the Collateral File:
· | The phrase “Appraisal Report” refers to a signed appraisal document. |
PricewaterhouseCoopers LLP, 300 Madison Avenue, New York, NY 10017 | |
T: (646) 471-3000, F: (813) 286-6000 www.pwc.com | 2 |
· | The phrase “Budget Schedule” refers to a budget schedule prepared by the Company. |
· | The phrase “Construction Agency Agreement” refers to a signed construction agency agreement and amendments if applicable. |
· | The phrase “Construction Documents” refers to signed architectural drawings, architectural sets, architectural permit sets, permit drawings, plats, or permit set documents. |
· | The phrase “Guaranteed Maximum Price Budget” refers to a signed guaranteed maximum price budget document prepared by the Company. |
· | The phrase “Lease” refers to a signed lease agreement. |
· | The phrase “PCA” refers to a signed property condition assessment document. |
· | The phrase “PSA” refers to a signed purchase agreement. |
· | The phrase “Site Plan” refers to a signed site plan document. |
· | The phrase “Survey” refers to a signed survey document. |
· | The phrase “Title Policy” refers to a signed title policy. |
The procedures performed and results thereof are described below. In performing this engagement, we received one or more preliminary data file(s) and performed certain procedures as set forth in Exhibit A and Exhibit B. The procedures identified differences, which were communicated to the Responsible Party. The Responsible Party revised one or more of the preliminary data files based on such communicated differences, where they determined it to be appropriate. We performed these procedures on the Final Data File, and the results of those procedures are described below.
From April 12, 2021 through October 12th, 2021, the Company provided us with the Source Documents related to the Collateral for which we:
· | Compared certain Specified Attributes to the corresponding Source Documents and found them to be in agreement (the “Compared Attributes”); |
· | Recalculated certain Specified Attributes and found them to be in agreement (the “Recalculated Attributes”); or |
· | Assumed certain Specified Attributes were accurate as instructed by the Company, and neither compared nor recalculated the Specified Attributes (the “Company Provided Attributes”). |
The recalculation methodology associated with the Recalculated Attributes is listed in Exhibit B. For each procedure where a recalculation was performed, we compared the underlying attributes to the corresponding Source Documents and found them to be in agreement. We did not perform any procedures with respect to the Specified Attributes denoted with a Source Document of “None - Company Provided”, in Exhibit A.
This agreed-upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. We were not engaged to, and did not conduct an audit or an examination engagement, the objective of which would be the expression of an opinion or a review engagement, the objective of which would be the expression of a conclusion, on the Final 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 to you.
PricewaterhouseCoopers LLP, 300 Madison Avenue, New York, NY 10017 | |
T: (646) 471-3000, F: (813) 286-6000 www.pwc.com | 3 |
In performing this engagement, we are required to be independent of the Responsible Party and to meet our ethical responsibilities, in accordance with the relevant ethical requirements related to our agreed-upon procedures engagement.
This report is intended solely for the information and use of the Specified Parties (including for the purpose of substantiating the Specified Parties' “due diligence defense” under the Securities Act of 1933), and is not intended to be and should not be used by anyone other than the Specified Parties.
If a party has obtained, or has access to, this report without having executed an agreement with PwC wherein such party accepts responsibility for the appropriateness of the procedures performed (such party is referred to as a “Non-Specified Party”), that Non-Specified Party cannot:
· | Rely upon this report, and any use of this report by that Non-Specified Party is its sole responsibility and at its sole and exclusive risk; and |
· | Acquire any rights or claims against PwC, and PwC assumes no duties or obligations to such Non-Specified Party. |
A Non-Specified Party may not disclose or distribute this report or any of the report’s contents to any
other party (including but not limited to electronic distribution and/or posting to a website pursuant to Rule 17g-5 of the Securities Exchange Act of 1934).
The procedures enumerated above were performed as of the date of this report, and we disclaim any consideration of any events and circumstances occurring after the date of this report. Further, we have no obligation to update this report because of events occurring, or data or information coming to our attention, subsequent to the date of this report.
New York, NY
October 12th, 2021
PricewaterhouseCoopers LLP, 300 Madison Avenue, New York, NY 10017 | |
T: (646) 471-3000, F: (813) 286-6000 www.pwc.com | 4 |
Exhibits
Exhibit A – Lease File Review Procedures
Exhibit B – Recalculation Methodology
PricewaterhouseCoopers LLP, 300 Madison Avenue, New York, NY 10017 | |
T: (646) 471-3000, F: (813) 286-6000 www.pwc.com | 5 |
USAA 2021-1 Lease File Review Procedures |
EXHIBIT A |
Exhibit A - Lease File Review Procedures
# | Specified Attribute | Source Document (in order of priority) | Tolerance |
1 | ID | None - Company Provided | None |
2 | Property ID | None - Company Provided | None |
3 | Tenant Name | Lease | None |
4 | Landlord Name | Lease | None |
5 | Guarantor | Lease | None |
6 | Property Type | Lease; Site Plan | None |
7 | Property Type Detail | Lease; Site Plan, Construction Documents | None |
8 | Land Ownership | Title Policy | None |
9 | Lease Type | Lease | None |
10 | Number of Floors | Construction Documents; PCA; Site Plan | None |
11 | Mezzanine Space (SF) | Construction Documents; PCA; Site Plan | None |
12 | Address | Lease; PCA; Site Plan | None |
13 | City | Lease; Site Plan | None |
14 | State | Lease; Site Plan | None |
15 | Zip Code | Lease; Site Plan | None |
16 | Land Area (acres) | Construction Documents; Site Plan; Survey; Construction Agency Agreement | None |
17 | Building Footprint SF | Construction Documents; Lease; Site Plan | None |
18 | Building Total Useable SF | Construction Documents; PCA; Site Plan | None |
19 | Year Built / Renovated | Construction Agency Agreement; PCA | None |
20 | Canopy SF | Construction Documents | None |
21 | Auto / Van Parking | Construction Documents; PCA; Site Plan | None |
22 | Truck Docks | Construction Documents; PCA; Site Plan | None |
23 | Van Loading / Staging Spots / Trailer Parking | Construction Documents; PCA; Site Plan | None |
24 | Height | Construction Documents; Site Plan; Survey | None |
25 | Lease Commencement Date | Construction Agency Agreement; Lease | None |
26 | Rent Commencement Date | Lease | None |
27 | Lease Expiration Date | Lease | None |
28 | Original Lease Term (years) | Lease; Recalculation | None |
29 | Payment Frequency | Lease | None |
30 | Property Stage | Lease | None |
31 | Extension Options | Lease | None |
32 | Current Monthly Rent | Lease; Recalculation | None |
33 | Annualized Base Rent | Lease; Recalculation | None |
34 | Most Recent Rent Increase Date | Lease | None |
35 | Next Rent Increase Date | Lease | None |
36 | Rent Escalator | Lease | None |
37 | Rent Increase Frequency | Lease | None |
38 | Appraisal Value | Appraisal Report | None |
39 | Land Value | Appraisal Report | None |
40 | Appraisal Cap Rate | Appraisal Report | None |
41 | Date of Valuation | Appraisal Report | None |
42 | Appraisal Report Date | Appraisal Report | None |
43 | Rent Cap Rate | Construction Agency Agreement | None |
44 | Outside Construction Period Termination Date | Construction Agency Agreement | None |
45 | Total Budgeted Cost (incl. Capitalized Interest) | Construction Agency Agreement; Guaranteed Maximum Price Budget; Construction Budget | None |
46 | Acquisition Cost | PSA | None |
47 | Budgeted Cost Funded as of Statistical Disclosure Date | Budget Schedule; Construction Budget | None |
PricewaterhouseCoopers LLP, 300 Madison Avenue, New York, NY 10017 | |
T: (646) 471-3000, F: (813) 286-6000 www.pwc.com | 6 |
Exhibit B - Recalculation Methodology
# | Specified Attribute | Recalculation Methodology |
28 | Original Lease Term (years) |
Property ID's DII3 and DLI5: Quotient of (i) lease term (months) as defined in the Lease and (ii) 12;
or
Property ID’s JAN1, AUS3, OMA2, SAT3, FSD1, DII4, ROC5, SAV4, ROC1, DYY8, and DIA6: as defined in the Lease. |
32 | Current Monthly Rent |
Property ID's JAN1, AUS3, OMA2, SAT3, FSDI1 and DII4: Quotient of (i) Annualized Base Rent and (ii) 12;
or
Property ID’s DII3, DLI5, ROC5, SAV4, ROC1, DYY8, and DIA6: As indicated by the base rent schedule in the Lease.
|
33 | Annualized Base Rent |
Property ID's JAN1, AUS3, OMA2, SAT3, FSDI1, andDII4: Product of (i) Rent Cap Rate and (ii) Total Budgeted Cost (incl. Capitalized Interest);
or
Property ID’s DII3 and DLI5: Sum of the first 12 months of rent (obtained from the Lease) following the Cut-off Date:
or |
PricewaterhouseCoopers LLP, 300 Madison Avenue, New York, NY 10017 | |
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