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Rule 15Ga-1 under the Exchange Act (17 CFR 240.15Ga-1) for the reporting period _________ to __________.
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(Name and telephone number, including area code,
of the person to contact in connection with this filing) |
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Rule 15Ga-2 under the Exchange Act (17 CFR 240.15Ga-2).
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Thoma Bravo Credit Asset Funding ABS, LLC
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(Exact name of issuing entity as specified in its charter)
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Steven Schwab, (312) 254-3327
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(Name and telephone number, including area code,
of the person to contact in connection with this filing) |
Date: October 11, 2023
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Thoma Bravo Credit Fund II, L.P.
(Securitizer)
By: /s/ Steven Schwab
Name: Steven Schwab
Title: Deputy General Counsel and Chief
Compliance Officer
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Exhibit Number |
Description |
Exhibit 99.1
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Independent Accountant's Report on Applying Agreed-Upon Procedures, dated October 10, 2023.
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a. |
An electronic data file labeled as "TBCAF 2023-1 Loan Tape – 9.29.23 (BDO Tape)” and related decodes (the "Data File"), that contains information related to 40 Collateral Obligations as of September 5, 2023 (the "Pricing Cut-off Date").
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a. |
An electronic data file labeled as "TBCAF 2023-1 Loan Tape – (Sept-23).xlsx” (the “Loan Tape”) which the Collateral Manager indicated was internally generated from their books and records and contains certain loan level information for
the Collateral Obligations as of the Pricing Cut-off Date.
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b. |
Copies of final credit agreements and amendments or supplements thereto (each, a “Credit Agreement”) for the Sample Collateral Obligations (as defined in Attachment A),
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c. |
Copies of certain Collateral Obligations’ rate set notices, which include certain global notices that the Collateral Manager indicated contain the relevant information applicable globally for corresponding Collateral Obligations and are
the relevant documents for the Issuer (each, a “Rate Set Notice”) for the Sample Collateral Obligations (as defined in Attachment A).
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d. |
Copies of financial statement reports (each, a “Financial Statement”) for the obligors of the Sample Collateral Obligations (as defined in Attachment A).
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e. |
Copies of certain Collateral Obligations’ compliance certificates (each, a “Compliance Certificate”) which the Collateral Manager indicated contain certain loan level information for such Collateral Obligations as well as certain
financial information of the obligors of such Collateral Obligations.
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f. |
A copy of a certain loan reporting schedule prepared by the Collateral Manager (the “Loan Reporting Schedule”) for one of the Sample Collateral Obligations (as defined in Attachment A).
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g. |
Copies of third-party valuation reports (each, a “Third Party Valuation Report”) for the Sample Collateral Obligations (as defined in Attachment A) which the Collateral Manager indicated contain an estimated enterprise value of the
obligors as of June 30, 2023.
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a. |
Satisfying any criteria for due diligence published by a nationally recognized statistical rating organization (a "rating agency") or
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b. |
Making any findings with respect to:
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i. |
Whether the origination of the planned Collateral Obligations conformed to, or deviated from, stated underwriting or credit extension guidelines, standards, criteria, or other requirements,
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ii. |
The value of the collateral securing the planned Collateral Obligations,
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iii. |
Whether the originator(s) of the planned Collateral Obligations complied with federal, state or local laws or regulations or
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iv. |
Any other factor or characteristic of the planned Collateral Obligations that would be material to the likelihood that the Issuer of the asset-backed security will pay interest and principal in accordance with applicable terms and
conditions.
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1. |
We obtained from Jefferies on behalf of the Issuer, the Data File containing information on the Planned Collateral Obligations as of the Pricing Cut-off Date. We compared the Characteristics (as defined herein) indicated below, as
shown on the Data File, for the corresponding Collateral Obligations as indicated below, to the corresponding information on the Source Documents, Data Sources (as defined herein) and Additional Data Sources (as defined herein) as
indicated below and Jefferies adjusted the information on the Data File to correct for differences we noted in performing the procedures described below, subject to any qualifications and exceptions stated in the Assumptions on
Exhibit 1 to Attachment A. The Data File, as so adjusted, is herein referred to as the “Pricing Date Data File”.
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2. |
As instructed by Jefferies, we randomly selected a sample of three Collateral Obligations from the Pricing Date Data File (the “Sample Collateral Obligations”) on which to perform the procedures as indicated in Item 4 below.
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Anaplan, Inc.
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Barracuda Networks, Inc.
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Cority Software Inc.
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3. |
As instructed by Jefferies, on behalf of the Issuer, for each Collateral Obligation listed on the Pricing Date Data File, we compared the characteristics listed below (the “Characteristics”), as shown on the Pricing Date Data File,
to the corresponding information located on the Loan Tape. The Pricing Date Data File and the Loan Tape are collectively referred to herein as the “Data Sources”. We performed no procedures to reconcile any differences that may exist
between various Data Sources for any of the Characteristics.
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4. |
As instructed by Jefferies, for each Sample Collateral Obligation, we compared the following characteristics, if applicable, listed in the table below (the “Sample Characteristics”), and as shown on the Pricing Date Data File, with
the corresponding information we obtained or derived on or after the Pricing Cut-off Date using certain Assumptions on Exhibit 1 to Attachment A, information on the Pricing Date Data File with the following data sources (each, an
“Additional Data Source”), as applicable: (a) Credit Agreements, (b) Compliance Certificates, (c) Loan Reporting Schedules, (d) Third Party Valuation Reports, and (e) Financial Statements. We performed no procedures to reconcile any
differences that may exist between various Additional Data Sources to the Data Sources for any of the Sample Characteristics for any of the Sample Collateral Obligations.
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Sample Characteristics:
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Additional Data Sources:
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Issuer Name
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Credit Agreements
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(labeled as “Obligor” on the Pricing Date
Data File)
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Lien Position
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Credit Agreements
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(labeled as “Lien Position”
on the Pricing Date Data File)
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Recurring Revenue Loan (yes/no)
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Credit Agreements
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(labeled as “RRL” on the Pricing Date
Data File)
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Maturity Date
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Credit Agreements
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(labeled as “Maturity Date”
on the Pricing Date Data File)
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Currency
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Credit Agreements
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(labeled as “Currency” on the Pricing
Date Data File)
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Coupon Type
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Credit Agreements
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(labeled as “Coupon Type”
on the Pricing Date Data File)
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Interest Rate
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Credit Agreements
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(labeled as “Interest Rate”
on the Pricing Date Data File)
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Rate Floor
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Credit Agreements
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(labeled as “Base Rate Floor”
on the Pricing Date Data File)
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Covenants (yes/no)
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Credit Agreements
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(labeled as “Cov. Lite?”
on the Pricing Date Data File)
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Current Tranche LTV
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Financial Statements, Third
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(labeled as “Tranche LTV”
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Party Valuation Reports
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on the Pricing Date Data File)
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As of Date for Financials
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Financial Statements
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(labeled as “As of Date for Financials” on the Pricing Date Data File)
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Current Total First Lien Indebtedness
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Financial Statements
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(labeled as “First Lien Indebtedness ($MMs)”
on the Pricing Date Data File)
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Sample Characteristics (cont.):
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Additional Data Sources (cont.):
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Current Total Indebtedness
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Financial Statements
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(labeled as “Total Indebtedness ($MMs)”
on the Pricing Date Data File)
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1st Lien Net Leverage (current)
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Financial Statements, Third
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(labeled as “1st Lien Net Leverage (current)”
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Party Valuation Reports
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on the Pricing Date Data File)
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Total ARR Net Leverage (current)
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Compliance Certificates
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(labeled as “Total ARR Net Leverage (current)”
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on the Pricing Date Data File)
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LTM EBITDA
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Compliance Certificates, Loan
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(labeled as “LTM EBITDA Adj”
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Reporting Schedule, Financial
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on the Pricing Date Data File)
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Statements
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1. |
For purposes of comparing the “Covenants (yes/no)” Characteristic and Sample Characteristic, the Collateral Manager, on behalf of the Issuer, indicated that the specific type of covenants being referenced are ongoing maintenance
covenants, which consist of covenants pertaining to certain leverage, liquidity, and/or annual recurring revenue requirements.
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2. |
For purposes of comparing the “Current Tranche LTV” Characteristic and Sample Characteristic, the Collateral Manager, on behalf of the Issuer, instructed us:
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a. |
That "Current Tranche LTV” is computed by subtracting the Cash Amount from the Current Total Indebtedness and dividing the resulting amount by the Estimated Enterprise Value.
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b. |
To use the Financial Statements as the source document for the Cash Amount.
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c. |
To use the Third Party Valuation Reports as the source document for the Estimated Enterprise Value.
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3. |
For purposes of comparing the “1st Lien Net Leverage” Characteristic and Sample Characteristic, the Collateral Manager, on behalf of the Issuer,
instructed us:
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a. |
That “1st Lien Net Leverage” is computed by subtracting the Cash Amount from the Current Total First Lien Indebtedness and dividing the resulting
amount by the Estimated Enterprise Value.
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b. |
To use the Financial Statements as the source document for the Cash Amount.
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c. |
To use the Third Party Valuation Reports as the source document for the Estimated Enterprise Value.
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4. |
For purposes of comparing the “Current Total First Lien Indebtedness”, “Current Total Indebtedness” and “LTM EBITDA” Characteristics and Sample Characteristics, the Collateral Manager on behalf of the Issuer, indicated that the
corresponding values shown on the Financial Statements are shown in thousands (‘000s) for all Collateral Obligations.
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5. |
For purposes of comparing the “Current Total First Lien Indebtedness”, “Current Total Indebtedness” and “LTM EBITDA” Sample Characteristics for one of the Sample Collateral Obligations, the Collateral Manager, on behalf of the
Issuer, instructed us:
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a. |
To use the Financial Statements and a board deck related to an acquisition by the obligor as the source documents for the Current Total First Lien Indebtedness, Current Total Indebtedness and LTM EBITDA.
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