Good morning, everyone,
I hope this message finds you well. I am writing to circulate the agenda and dial-in details for our kick-off call this afternoon regarding the proposed $500,000,000 asset-backed securitization by Quorum Receivables Funding 2022-1 LLC of insurance premium finance receivables originated by Quorum Premium Finance LLC (Calderwood & Harkness Matter No. 1025-00007). As you know, Calderwood & Harkness is acting as issuer's counsel, Calloway & Brandt as underwriter's counsel, and Ridgeline Capital Markets as structuring agent and lead bookrunner.
The call is scheduled for today, Monday, July 11, 2022, at 2:00 PM ET. Douglas Carmichael will lead the call on the Calderwood & Harkness side. The proposed agenda is set forth below.
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**AGENDA**
**1. Introductions and Roles**
Brief introductions of participants from each organization and confirmation of key contacts for the transaction:
- Douglas Carmichael — Responsible Partner, Calderwood & Harkness LLP - Yuki Nakamura — Lead Associate, Calderwood & Harkness LLP - Nolan Whitford — General Counsel, Quorum Insurance Holdings, Inc. - Sandra Ling-Hwang — Treasurer, Quorum Insurance Holdings, Inc. / Manager, Quorum Premium Finance LLC - Julian Weatherstone — Head of ABS Origination, Ridgeline Capital Markets - Rebecca Tran — Managing Director, Insurance Finance ABS, Ridgeline Capital Markets - Harrison Collier — Lead Partner, Calloway & Brandt LLP
**2. Transaction Overview and Structure**
Review of the proposed transaction structure:
- Sponsor: Quorum Insurance Holdings, Inc. ("QIH") - Originator / Seller / Servicer: Quorum Premium Finance LLC ("QPF") - Intermediate SPV / Depositor: Quorum Receivables Holdings LLC ("QRH") - Issuer: Quorum Receivables Funding 2022-1 LLC ("QRF 2022-1") - Capital structure: - Class A Notes: $375,000,000 (75%) - Class B Notes: $75,000,000 (15%) - Class C Notes: $35,000,000 (7%) - Overcollateralization: $15,000,000 (3%) - Credit enhancement: 25% for Class A; 10% for Class B; 3% for Class C - Coupon guidance: Class A at SOFR + 125 bps - Offering format: Rule 144A / Regulation S private placement - Revolving period: 24 months; amortization period: 12 months; legal final maturity: 42 months from closing - Governing law: New York
**3. Receivables Pool Overview**
Discussion of the initial receivables pool as of the cut-off date of June 30, 2022:
- Aggregate principal balance: approximately $612,000,000 (~82,400 loans) - Weighted average APR: 7.85% - Weighted average original term: 9.2 months; weighted average remaining term: 5.7 months - Average loan balance: approximately $7,427 - Historical net loss rate (2019–2021 three-year average): 0.42% - 60+ day delinquency rate at cut-off: 0.87% - Geographic concentration: Texas (14.2%), California (11.8%), Florida (9.6%) - Largest single obligor: 0.38% of pool; top 10 obligors: 2.14% of pool
**4. SPV Formation**
- Authorization for formation of QRF 2022-1 and QRH as Delaware limited liability companies (bankruptcy-remote SPVs) - Target formation date: early August - Engagement of Fortbridge Corporate Services LLC to provide independent managers: - Timothy R. Callan (independent manager for QRF 2022-1) - Eleanor M. Vasquez (independent manager for QRH) - QIH board resolutions and QPF manager resolutions to be obtained
**5. Rating Agency Engagement**
- Engagement of Brindoval Ratings Inc. and Pinnacle Rating Services LLC - Preparation of rating agency presentations; target presentation date: early August - Preliminary rating targets: - Class A: AAA(cr) / Aaa(p) - Class B: A(cr) / A1(p) - Class C: BBB(cr) / Baa2(p)
**6. Key Third Parties**
- Indenture Trustee / Paying Agent / Securities Intermediary / Custodian: Calvoneth Trust Company, N.A. (contact: Gerald K. Fontaine); trustee's counsel: Ashfield & Greer LLP (Vivian Sato) - Back-Up Servicer and Liquidity Facility Provider: Northvane Bank, N.A. (contact: Diane Coletti) — $25,000,000 liquidity facility - Auditor: Meridian Ledger LLP (contact: Robert Falcone) — comfort letter and agreed-upon procedures - Verification Agent: Veristead Analytics LLC (contact: Katharine Drummond) — pool stratification and tape reconciliation - Registered Agent: Ashgrove Services Inc.
**7. Document Production Schedule**
Outline of key workstreams and target dates:
- Capital structure alternatives memo: mid-July - Term sheet (v1): target week of July 18 - Regulatory memos (Reg AB II, Volcker Rule, risk retention, state licensing): late July / early August - Tax structuring memos (Sylvia Hartwell): August - Rating agency presentations: early August - First drafts of core transaction documents (Indenture, Receivables Sale Agreement, Receivables Transfer Agreement, Servicing Agreement): target early September - First draft of Offering Memorandum: mid-September - Diligence memos (receivables pool, eligibility criteria, insurance carrier review, servicer operations): August–September - UCC perfection analysis and draft filings: September - Legal opinions (true sale, enforceability, perfection, tax, no-registration, formation, non-consolidation): October - Near-final documentation package: October - Investor roadshow: late October - Target pricing / closing: November (market conditions permitting)
**8. Servicing and Operational Diligence**
- Calderwood & Harkness and Ridgeline to conduct diligence on QPF servicing operations - QPF currently services approximately $2.1 billion in total receivables - Discussion of data room setup and document request list - Servicer fee: 1.00% per annum on outstanding pool balance
**9. Fee Arrangements and Budget**
- C&H estimated legal fees: $2,800,000 (full transaction) - Placement fees (Ridgeline): 0.30% on Class A, 0.45% on Class B, 0.60% on Class C (total: $1,672,500) - Trustee fee: $35,000/year plus $5,000 per payment date - Back-up servicer fee: $50,000/year - Liquidity facility commitment fee: 0.25% per annum on undrawn amount ($62,500/year); drawn amounts at SOFR + 150 bps - Note: QIH's board-approved cost-of-funds hurdle is SOFR + 175 bps (all-in weighted average)
**10. Next Steps and Action Items**
- C&H (Yuki Nakamura) to circulate capital structure alternatives memo - C&H to prepare and circulate preliminary term sheet (v1) by the week of July 18 - QIH / QPF to provide receivables data tape and historical performance data for pool diligence and rating agency presentations - C&H to coordinate with Fortbridge Corporate Services on independent manager engagements - QIH (Nolan Whitford) to obtain board resolutions authorizing the transaction - QPF (Sandra Ling-Hwang) to obtain manager resolutions - Ridgeline to confirm rating agency contacts and coordinate scheduling of presentations - C&H to begin regulatory analysis memos
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**DIAL-IN DETAILS**
- Dial-In Number: +1 (646) 558-7294 - Access Code: 4417 2022 # - Web / Video Link: https://calderwoodharkness.webex.com/meet/qrf2022-1
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Please confirm your attendance at your earliest convenience and flag any additional agenda items you would like to address on the call. If it would be helpful to circulate any preliminary materials in advance of the discussion, please do not hesitate to let me know and I will coordinate accordingly. Materials referenced above (term sheet, memos, etc.) will follow in subsequent communications as they become available.
Thank you, and I look forward to speaking with everyone this afternoon.
Best regards,
Yuki Nakamura Associate Calderwood & Harkness LLP 601 Lexington Avenue New York, NY 10022 T: (212) 558-4132 E: ynakamura@calderwoodharkness.com