MEMORANDUM
PRIVILEGED & CONFIDENTIAL / ATTORNEY WORK PRODUCT
TO: Calderwood & Harkness LLP Deal Team
Douglas Carmichael, Esq. (Responsible Partner) Francesca Morano, Esq. (Billing Partner) Carlos Espinoza, Esq. (Working Associate) Sylvia Hartwell, Esq. (Tax Specialist Partner)
FROM: Yuki Nakamura, Associate
DATE: July 8, 2022
RE: Internal Deal Briefing — Quorum Insurance Holdings Corp. — $500,000,000 Insurance Premium Finance ABS Issuance (Quorum Receivables Funding 2022-1 LLC)
Matter No.: 1025-00007
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I. Executive Summary
This memorandum provides the deal team with a comprehensive internal briefing on the proposed $500,000,000 asset-backed securities issuance to be undertaken by our client, Quorum Insurance Holdings Corp. ("QIH"). Calderwood & Harkness LLP ("C&H") was formally engaged on June 28, 2022 as issuer's counsel to QIH in connection with this transaction. The purpose of this memorandum is to brief the C&H deal team on the transaction structure, the parties involved, the key economic and legal terms, and the principal workstreams that will need to be coordinated to ensure efficient execution through closing.
The notes will be issued by Quorum Receivables Funding 2022-1 LLC ("QRF 2022-1"), a newly formed Delaware limited liability company organized as a bankruptcy-remote special purpose vehicle. The underlying collateral for the offering consists of a revolving pool of insurance premium finance receivables originated by Quorum Premium Finance LLC ("QPF"), a wholly owned subsidiary of QIH. The receivables represent short-term loans made to commercial policyholders to finance insurance premiums, and each receivable is secured by a right to receive unearned premium refunds from the applicable insurance carrier upon cancellation of the financed policy.
The offering will be structured as a private placement conducted pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and Regulation S thereunder, without registration with the Securities and Exchange Commission. Ridgeline Capital Markets LLC ("Ridgeline") has been engaged as the structuring agent, lead bookrunner, and sole placement agent for the transaction. The notes will be issued in three rated tranches — Class A, Class B, and Class C — plus a retained overcollateralization interest, with a total aggregate principal amount of $500,000,000. All transaction documents will be governed by the laws of the State of New York.
QIH's treasury team, led by Treasurer Sandra Ling-Hwang, has indicated a target closing in Q4 2022, subject to market conditions and the successful completion of the rating agency process, documentation, and investor roadshow. As described in further detail below, the transaction timeline contemplates a structuring and SPV formation phase during July and August, rating agency engagement and preliminary ratings in August, core documentation and offering memorandum drafting through September and October, and investor marketing and closing in late October through November.
This memorandum is organized as follows: Section II provides an overview of the client entities; Section III describes the transaction structure; Section IV summarizes the capital structure and tranching; Section V presents the receivables pool characteristics; Sections VI and VII detail the key structural features and transaction parties, respectively; Section VIII consolidates the key financial terms; Section IX outlines the principal C&H workstreams; Section X sets forth the anticipated timeline; Section XI identifies team assignments; Section XII provides a quick reference contact list; Section XIII addresses the budget and fee estimate; and Section XIV highlights open issues and preliminary observations warranting early attention from the deal team.
II. Client Overview
A. Quorum Insurance Holdings Corp. (Sponsor / Parent)
Quorum Insurance Holdings Corp. ("QIH") is a Delaware corporation and the ultimate parent entity and sponsor of the securitization transaction. QIH is publicly traded on the New York Stock Exchange under the ticker symbol QIHC. Its principal executive offices are located at 400 Atlantic Street, Suite 2200, Stamford, Connecticut 06901. QIH's employer identification number is 82-4391067.
QIH operates a diversified business platform across the property and casualty insurance industry, with principal operating segments in (i) insurance distribution and brokerage, (ii) premium finance lending, and (iii) insurtech software-as-a-service ("SaaS") platforms that provide policy administration and data analytics tools to carriers and managing general agents. For the fiscal year ended December 31, 2021, QIH reported consolidated revenues of approximately $3.8 billion, reflecting its status as one of the larger independent participants in the U.S. insurance services ecosystem.
QIH's unsecured corporate credit ratings are BBB from Brindoval Ratings Inc. ("Brindoval") and Baa2 from Pinnacle Rating Services LLC ("Pinnacle"), in each case with a stable outlook as of the most recent rating actions. These investment-grade ratings are relevant both to the structuring of the securitization (particularly with respect to the servicer replacement triggers and rating agency analysis of servicer viability) and to QIH's capacity to support the transaction through its performance guaranty obligations.
The key QIH personnel for purposes of this transaction are as follows:
• Marcus Devereaux, Chief Executive Officer — Executive sponsor of the securitization program. Mr. Devereaux has approved the transaction as part of QIH's broader strategic initiative to diversify funding sources and optimize the company's cost of capital for its premium finance business. His involvement will be primarily at the board and senior executive level, and he is expected to participate in investor meetings during the roadshow.
• Priya Raghavan, Chief Financial Officer — Responsible for financial oversight, board reporting, and internal cost-of-funds analysis for the transaction. Ms. Raghavan's team will coordinate with Ridgeline on pricing economics and will ensure that the all-in weighted average cost of the issuance remains within the board-approved hurdle rate of SOFR + 175 basis points.
• Nolan Whitford, General Counsel — In-house legal lead for the transaction and the primary day-to-day contact for C&H. Mr. Whitford has significant experience with structured finance transactions, having overseen two prior term securitizations during his tenure at a predecessor company. He will be responsible for coordinating internal legal approvals, managing the engagement of other external advisors, and serving as the gatekeeper for disclosure review.
• Sandra Ling-Hwang, Treasurer — Responsible for QIH's treasury operations and also serves as the sole Manager of Quorum Premium Finance LLC. Ms. Ling-Hwang will be the primary contact for all matters relating to the receivables pool, servicer operations, and pool data delivery. She will also coordinate with Ridgeline on cash flow modeling and with the rating agencies on portfolio performance data.
B. Quorum Premium Finance LLC (Originator / Seller / Servicer)
Quorum Premium Finance LLC ("QPF") is a Delaware limited liability company and a wholly owned subsidiary of QIH. QPF's employer identification number is 84-2653198, and its principal office is co-located with QIH at 400 Atlantic Street, Suite 2200, Stamford, Connecticut 06901. Sandra Ling-Hwang, QIH's Treasurer, serves as QPF's sole Manager.
QPF's core business is the origination and servicing of insurance premium finance loans to commercial policyholders throughout all fifty United States and the District of Columbia. Premium finance loans are short-duration credit products that allow commercial insurance buyers to finance the payment of their insurance premiums in installments rather than making a single lump-sum payment at policy inception. Each premium finance loan is secured by the borrower's assignment of the unearned premium refund rights under the financed insurance policy, which provides a structural recovery mechanism in the event of borrower default: upon a default, QPF (as the lender and assignee of the refund rights) may cancel the financed policy and receive the unearned premium refund directly from the insurance carrier, thereby recovering a significant portion of the outstanding loan balance.
As of the anticipated cut-off date of June 30, 2022, QPF's total premium finance receivables portfolio is approximately $2.1 billion, making it one of the larger independent premium finance platforms in the United States. Key portfolio characteristics include:
• Average loan term: Approximately 9 months, consistent with the typical annual policy cycle for commercial insurance.
• Portfolio weighted-average annual percentage rate ("APR"): 7.85%, reflecting a mix of competitive market rates across different borrower segments and policy types.
• Historical net loss rate (2019–2021 three-year average): 0.42%, which is significantly below the historical industry average for commercial premium finance portfolios and reflects both the quality of QPF's underwriting and the structural protection afforded by unearned premium refund rights.
QPF will serve in two distinct capacities in the securitization: (i) as the Seller, selling eligible receivables to the intermediate SPV in the chain of transfers described in Section III below; and (ii) as the Servicer, continuing to service the receivables pool after the securitization closing, including collecting payments, administering delinquent accounts, processing unearned premium refund claims, and remitting collections to the trust accounts held by the indenture trustee. QPF will receive a servicing fee of 1.00% per annum on the outstanding pool balance for its servicing activities, as described further in Section VIII.
III. Transaction Structure
A. Structural Overview
The transaction will employ a two-tier SPV structure with an intermediate depositor entity, which is the standard market structure for insurance premium finance ABS and is designed to achieve both bankruptcy remoteness for the issuer and true sale treatment for the transfers of receivables at each level of the structure. The two-tier structure is important because it provides an additional layer of isolation between the originator (QPF) and the issuer (QRF 2022-1), thereby reducing the risk that a bankruptcy court could consolidate the issuer's assets with those of the originator or the parent in the event of an insolvency of QIH or QPF.
The flow of receivables and cash proceeds through the structure is as follows:
1. Sale of Receivables — QPF to QRH. QPF (as Originator and Seller) will sell eligible insurance premium finance receivables to Quorum Receivables Holding LLC ("QRH"), a newly formed Delaware limited liability company organized as a bankruptcy-remote intermediate SPV and depositor. This sale will be effected pursuant to a Receivables Sale Agreement, which will be structured to constitute a true sale of the receivables under applicable law, rather than a secured financing. QRH will pay a purchase price to QPF for the receivables that reflects a discount to the face amount of the purchased receivables, consistent with an arm's-length sale.
2. Transfer of Receivables — QRH to QRF 2022-1. QRH (as Depositor) will transfer and contribute the receivables to QRF 2022-1 (the Issuer) pursuant to a Receivables Transfer Agreement. This second transfer will also be structured to support true sale characterization, although the analysis at this level is somewhat different given that QRH is the sole member of QRF 2022-1 and the transfer may include elements of a capital contribution. The interaction between true sale analysis and the equity contribution mechanics at this level will need careful attention in the opinion process.
3. Note Issuance by QRF 2022-1. QRF 2022-1 (as Issuer) will issue the Class A Notes, Class B Notes, and Class C Notes to investors pursuant to an Indenture between QRF 2022-1 and Calvoneth Trust Company, N.A. ("Calvoneth Trust"), as indenture trustee. The notes will be secured by a first-priority perfected security interest in the receivables pool and all related collections, accounts, and other assets of QRF 2022-1 held by or on behalf of the indenture trustee.
A structural diagram and cash flow schematic illustrating the complete flow of receivables, note issuance, collections, and the payment waterfall is being prepared and is targeted for completion in advance of the July 25 structure finalization meeting. The diagram will be used in rating agency presentations, the offering memorandum, and investor materials.
B. Special Purpose Vehicles
Quorum Receivables Funding 2022-1 LLC (Issuer)
QRF 2022-1 is the issuing entity for the transaction and will be organized as a Delaware limited liability company structured as a bankruptcy-remote special purpose entity. The Delaware Secretary of State file number will be 7894231. QRF 2022-1 has not yet been formed; formation has been authorized and is targeted for August 3, 2022, following the July 25 authorization of the transaction structure. The sole member of QRF 2022-1 will be QRH (the Depositor).
To maintain bankruptcy remoteness and satisfy rating agency requirements, QRF 2022-1 will have an independent manager — Timothy R. Callan — who is an employee of Fortbridge Corporate Services LLC and who is not affiliated with QIH or any of its subsidiaries. Mr. Callan's role as independent manager is critical to the bankruptcy-remoteness of the structure, as his consent will be required for any voluntary bankruptcy filing by QRF 2022-1, and he will have a fiduciary obligation to consider the interests of the creditors of QRF 2022-1 (i.e., the noteholders) in making any such determination. The registered agent for QRF 2022-1 will be Ashgrove Services Inc., located at 28 Liberty Street, New York, New York 10005.
QRF 2022-1's employer identification number is to be obtained following formation; it was subsequently assigned as 88-1247653. The entity's limited purpose will be restricted to acquiring and holding insurance premium finance receivables and issuing notes secured by such receivables, together with activities incidental thereto. QRF 2022-1 will not engage in any other business activities, will not incur any indebtedness other than the notes and the liquidity facility, will maintain its own books and records separate from those of its affiliates, and will otherwise comply with the separateness covenants and activity restrictions set forth in its LLC agreement.
Quorum Receivables Holding LLC (Depositor / Intermediate SPV)
QRH is the intermediate SPV and depositor in the two-tier structure. QRH will be organized as a Delaware limited liability company structured as a bankruptcy-remote special purpose entity, with Delaware Secretary of State file number 7894228. QRH is to be formed concurrently with QRF 2022-1, with a target formation date of August 3, 2022. The sole member of QRH will be QPF (the Originator/Seller).
QRH will have a separate independent manager — Eleanor M. Vasquez — who is also an employee of Fortbridge Corporate Services LLC and who is likewise unaffiliated with QIH and its subsidiaries. QRH will be subject to the same bankruptcy-remoteness provisions and separateness covenants as QRF 2022-1, including non-petition covenants, activity limitations, and requirements to maintain separate books and records, bank accounts, and financial statements.
QRH's employer identification number is to be obtained following formation; it was subsequently assigned as 88-1247619.
Fortbridge Corporate Services LLC (Independent Manager Provider)
Fortbridge Corporate Services LLC ("Fortbridge") is a Delaware limited liability company located at 1209 Orange Street, Wilmington, Delaware 19801. Fortbridge is a professional independent manager and director service provider that specializes in providing independent officers and directors to bankruptcy-remote special purpose entities used in structured finance transactions. Fortbridge will provide independent managers for both QRF 2022-1 (Timothy R. Callan) and QRH (Eleanor M. Vasquez).
The appointment of independent managers from Fortbridge is a critical structural element required by both Brindoval and Pinnacle for purposes of their rating agency analysis, as well as for purposes of the non-consolidation opinions that C&H will be delivering at closing. The independence of these managers from the sponsor and its affiliates helps to establish that the SPVs will not voluntarily file for bankruptcy at the direction of the sponsor and will operate as genuinely separate legal entities.
C. Revolving Pool Mechanics
The securitization will utilize a revolving pool structure, which is standard for insurance premium finance ABS and reflects the short duration and high turnover characteristics of the underlying receivables. The key temporal parameters are as follows:
• Revolving Period: The revolving period will extend for 24 months from the closing date. During the revolving period, collections received on the receivables pool (other than amounts required for interest payments, fees, and credit enhancement maintenance) will be used to acquire new eligible receivables from QPF, thereby maintaining the size and composition of the collateral pool. This revolving feature allows QIH and QPF to continuously fund new originations through the securitization vehicle, providing ongoing access to capital markets funding rather than a one-time financing.
• Amortization Period: Following the expiration of the revolving period (or upon the occurrence of an early amortization event, as described in Section VI.C below), the transaction will enter a 12-month amortization period during which collections will be applied to pay down the notes sequentially in accordance with the payment waterfall, rather than being used to acquire new receivables.
• Legal Final Maturity: The legal final maturity date for all classes of notes will be 42 months from the closing date. This provides a cushion of approximately 6 months beyond the end of the amortization period to account for potential delays in collection of the final receivables in the pool and to ensure that the transaction has sufficient time to wind down in an orderly manner.
• Minimum Pool Balance: During the revolving period, the aggregate outstanding balance of eligible receivables in the pool must be maintained at a minimum of $450,000,000. If the pool balance falls below this threshold for any reason (including a failure by QPF to sell sufficient new receivables to the pool), an early amortization event will be triggered.
IV. Capital Structure
A. Tranche Summary
The notes will be issued in three rated tranches, plus an unrated overcollateralization/retained interest position, as summarized in the table below:
All classes of notes will bear interest at a floating rate equal to the Secured Overnight Financing Rate ("SOFR") plus the applicable spread indicated in the coupon guidance column above. The interest rate will be compounded daily and reset on each payment date, which is expected to be the 15th day of each calendar month (or the next business day thereafter). The specific SOFR conventions (e.g., lookback period, observation shift methodology) will be determined in coordination with Ridgeline and documented in the indenture.
B. Credit Enhancement Breakdown
Credit enhancement for each class of notes is provided through a combination of subordination (i.e., the absorption of losses by junior tranches before senior tranches are affected) and overcollateralization (i.e., the excess of the receivables pool balance over the aggregate outstanding principal amount of the notes). The credit enhancement structure is as follows:
• Class A Notes (25.0% total credit enhancement): The Class A Notes benefit from 15.0% of credit enhancement provided by the subordination of the Class B Notes, 7.0% of credit enhancement provided by the subordination of the Class C Notes, and 3.0% of credit enhancement provided by the overcollateralization amount. In the aggregate, 25.0% of the total capital structure (representing $125,000,000 of par value) is positioned below the Class A Notes in the loss absorption hierarchy.
• Class B Notes (10.0% total credit enhancement): The Class B Notes benefit from 7.0% of credit enhancement provided by the subordination of the Class C Notes and 3.0% of credit enhancement provided by the overcollateralization amount, for a total of 10.0% ($50,000,000).
• Class C Notes (3.0% total credit enhancement): The Class C Notes are the most junior rated tranche and benefit solely from the 3.0% overcollateralization amount ($15,000,000).
The overcollateralization amount of $15,000,000 will be retained by QIH/QPF and represents the first-loss position in the structure. This retained interest is also intended to satisfy the risk retention requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act, as discussed further in Section IX.I and Section XIV below. Specifically, QIH intends to satisfy the 5% horizontal interest retention requirement under Section 941 of the Dodd-Frank Act (implemented by Rule 17 CFR § 246 for banking entities and corresponding rules for SEC-regulated entities) by retaining this $15,000,000 position. The adequacy of this amount for risk retention purposes — i.e., whether 3.0% of the total securitization amount constitutes 5% of the "fair value" of the ABS interests issued — will need to be analyzed separately using the prescribed calculation methodology.
C. Preliminary CUSIPs
The following preliminary CUSIP numbers have been applied for through the CUSIP Service Bureau and are subject to change prior to final pricing:
• Class A Notes: 74892TAA3
• Class B Notes: 74892TAB1
• Class C Notes: 74892TAC9
These CUSIPs are placeholders and have not been finalized. Final CUSIPs will be confirmed by Ridgeline in connection with the pricing of the notes and will be reflected in the final offering memorandum and the global note certificates.
D. QIH Cost-of-Funds Target
QIH's Board of Directors has approved a maximum all-in weighted average cost of funds for the securitization of SOFR + 175 basis points. At the current coupon guidance levels indicated in the table above, the estimated weighted average coupon ("WAC") of the transaction is calculated as follows:
• Class A: 75.0% × (SOFR + 125 bps) = 93.75 bps contribution
• Class B: 15.0% × (SOFR + 210 bps) = 31.50 bps contribution
• Class C: 7.0% × (SOFR + 375 bps) = 26.25 bps contribution
• Total estimated WAC: SOFR + 151.5 bps
This estimate is well within the board-approved hurdle rate of SOFR + 175 basis points. However, market conditions will need to hold through the pricing window, which is currently targeted for late October or November 2022. Spread widening in the ABS market could cause the actual all-in cost to approach or exceed the hurdle, and QIH has reserved the right to postpone or cancel the offering if market conditions deteriorate materially.
V. Receivables Pool Characteristics (as of Anticipated Cut-Off Date: June 30, 2022)
The following summary presents the key characteristics of the receivables pool as of the anticipated cut-off date of June 30, 2022. The data below is based on preliminary pool information provided by QPF's treasury team and has not yet been independently verified by Veristead Analytics LLC ("Veristead"), which has been engaged as the third-party verification agent for this transaction. Final pool statistics will be confirmed following Veristead's completion of its tape reconciliation and stratification analysis, which is expected to be completed during August 2022.
• Initial Pool Balance: $612,000,000. The initial pool balance exceeds the total note issuance amount of $500,000,000 by $112,000,000, providing approximately 18.3% of additional collateral coverage beyond the aggregate par amount of the rated notes and the overcollateralization interest at closing.
• Number of Loans: Approximately 82,400 individual insurance premium finance loans. The large number of obligors provides significant granularity and diversification, which is favorable from a credit and rating agency perspective.
• Average Loan Balance: Approximately $7,427 (calculated as $612,000,000 ÷ 82,400 loans). This relatively low average balance is characteristic of commercial premium finance portfolios and contributes to the granularity of the pool.
• Weighted-Average APR: 7.85%, consistent with QPF's overall portfolio weighted-average APR and reflecting a mix of competitive rates across different commercial insurance lines and borrower credit profiles.
• Weighted-Average Original Term: 9.2 months, reflecting the typical annual renewal cycle of commercial insurance policies. Premium finance loans are generally originated at policy inception and amortize over the policy term.
• Weighted-Average Remaining Term: 5.7 months, indicating that, as of the cut-off date, the weighted average receivable in the pool has approximately 5.7 months of remaining scheduled payments.
• Historical Net Loss Rate (Three-Year Average, 2019–2021): 0.42%. This low loss rate reflects the favorable credit characteristics of insurance premium finance receivables, which benefit from (i) the security interest in unearned premium refund rights, (ii) the essential nature of commercial insurance coverage (policyholders are motivated to maintain coverage and make timely payments), and (iii) QPF's experienced underwriting and collection operations.
• 60+ Day Delinquency Rate (at Cut-Off): 0.87%. This delinquency rate is within normal ranges for premium finance portfolios and well below the early amortization trigger of 3.50% described in Section VI.C.
• Largest Single Obligor Concentration: 0.38% of the pool balance, representing approximately $2,325,600. This is well below the proposed single obligor concentration limit of 0.75% set forth in the eligible receivables criteria.
• Top 10 Obligors: 2.14% of the pool balance in aggregate, representing approximately $13,096,800. The low concentration among the largest obligors further demonstrates the granularity and diversification of the pool.
• Geographic Concentration (Top 3 States): Texas 14.2%, California 11.8%, and Florida 9.6%, for an aggregate concentration of 35.6% across the top three states. These are the three largest commercial insurance markets in the United States, and their prominence in the pool is consistent with QPF's national origination platform. All three states are below the proposed single-state concentration limit of 20%.
• Security Interest — Unearned Premium Refund Rights: All receivables in the pool are secured by the borrower's assignment of unearned premium refund rights under the financed insurance policy. This feature provides a structural recovery mechanism in the event of borrower default: QPF, as servicer and holder of the security interest, may initiate cancellation of the financed policy and collect the unearned premium refund directly from the insurance carrier. Historically, QPF has recovered an average of 85–90% of the outstanding principal balance on defaulted loans through the unearned premium refund process, which is the primary driver of the low historical net loss rate.
Additional stratification tables will be prepared based on the final pool tape and Veristead's reconciliation analysis and will be included as supplements to the Offering Memorandum. Expected stratification categories include breakdowns by state, insurance carrier, policy type, original term, remaining term, APR band, obligor industry, and loan balance range.
VI. Key Structural Features
A. Eligible Receivables Criteria
The eligible receivables criteria define the characteristics that a receivable must satisfy in order to be included in the initial pool or to be purchased during the revolving period as a replacement receivable. These criteria serve as the primary quality filter for the collateral pool and are negotiated among the issuer, the rating agencies, and the underwriter. The preliminary eligible receivables criteria are as follows:
• Originated by QPF in the ordinary course of its insurance premium finance lending business;
• Denominated in United States dollars;
• Secured by a valid and perfected first-priority assignment of the obligor's unearned premium refund rights under the financed insurance policy;
• Has an original term of not more than 12 months from the date of origination;
• The obligor is a United States commercial policyholder (i.e., not a consumer or personal-lines policyholder);
• Not in default at the time of inclusion in the pool, defined as having no payment that is more than 60 days past due as of the applicable determination date;
• Originated and serviced in compliance with all applicable federal and state laws, including without limitation usury statutes, truth-in-lending requirements (to the extent applicable to commercial borrowers), and all applicable state premium finance licensing and regulatory requirements.
These criteria are subject to refinement based on rating agency feedback following the August 8 presentations. The rating agencies may require additional or modified criteria depending on their analytical frameworks and stress scenarios. Any changes to the eligible receivables criteria will need to be reflected in the Receivables Sale Agreement, the Receivables Transfer Agreement, and the indenture.
B. Concentration Limits
In addition to the individual receivable-level eligibility criteria described above, the receivables pool will be subject to portfolio-level concentration limits designed to ensure adequate diversification. The following concentration limits have been proposed in the preliminary term sheet and are subject to rating agency confirmation:
• Single Obligor Limit: No single obligor may represent more than 0.75% of the aggregate outstanding balance of the receivables pool at any time during the revolving period.
• Single State Limit: No single state may represent more than 20% of the aggregate outstanding balance of the receivables pool at any time during the revolving period.
• Single Insurance Carrier Limit: No single insurance carrier may represent more than 15% of the aggregate outstanding balance of the receivables pool at any time during the revolving period. This limit is important because the effectiveness of the unearned premium refund recovery mechanism depends on the creditworthiness and willingness of the insurance carrier to remit refunds promptly upon policy cancellation.
If any concentration limit is breached at the time of a proposed purchase of replacement receivables during the revolving period, the purchase of the receivable(s) causing the breach will not be permitted. If a concentration limit is breached due to paydowns on the pool (rather than a new purchase), the servicer will be required to use commercially reasonable efforts to cure the breach within the next two collection periods.
C. Early Amortization Triggers
The revolving period will terminate early, and the transaction will enter an accelerated amortization phase, upon the occurrence of any of the following early amortization events:
• The three-month rolling average net loss rate on the receivables pool exceeds 2.00%. This trigger provides protection against a material deterioration in the credit performance of the pool, which could indicate systemic underwriting problems, economic stress affecting commercial policyholders, or issues with the unearned premium refund recovery process.
• The 60+ day delinquency rate on the receivables pool exceeds 3.50% as of any determination date. An elevated delinquency rate may be a leading indicator of future losses and provides an early warning signal of credit deterioration.
• An available funds cap deficit exists for two consecutive collection periods. An available funds cap deficit occurs when the interest collections and other available funds in the pool are insufficient to cover all required interest, fee, and other payment obligations under the waterfall, indicating that the pool's yield is insufficient to support the transaction's cost structure.
• A servicer default occurs under the Servicing Agreement, or the servicer's corporate credit rating is downgraded below BB(cr) by Brindoval or Ba2(p) by Pinnacle. Given that QPF is both the originator and the servicer, a significant deterioration in QPF's financial condition could impair its ability to service the pool effectively and would warrant transitioning servicing responsibilities to the back-up servicer (Northvane Bank, N.A.).
• The aggregate outstanding balance of eligible receivables in the pool falls below the minimum required pool balance of $450,000,000 during the revolving period. This trigger protects against overcollateralization erosion and ensures that the notes maintain adequate collateral coverage.
Upon the occurrence of an early amortization event, the revolving period will immediately terminate, no further purchases of replacement receivables will be permitted, and all collections on the pool will be applied to pay down the notes in sequential order in accordance with the payment waterfall described below.
D. Payment Waterfall (Sequential)
Collections on the receivables pool will be distributed on each payment date in the following sequential priority (commonly referred to as the "waterfall"):
1. Payment of fees and expenses of the indenture trustee (Calvoneth Trust), including the trustee fee and any outstanding indemnification obligations;
2. Payment of the servicing fee to QPF (as Servicer), equal to 1.00% per annum on the outstanding pool balance;
3. Payment of accrued and unpaid interest on the Class A Notes;
4. Payment of accrued and unpaid interest on the Class B Notes;
5. Payment of accrued and unpaid interest on the Class C Notes;
6. Payment of principal on the Class A Notes (during the amortization period or following an early amortization event), until the Class A Notes are paid in full;
7. Payment of principal on the Class B Notes, until the Class B Notes are paid in full;
8. Payment of principal on the Class C Notes, until the Class C Notes are paid in full;
9. Replenishment of the overcollateralization amount to its target level of $15,000,000 (to the extent that losses have reduced the OC amount below target);
10. Any residual amounts to the Issuer (and, ultimately, distributed or retained by the sponsor).
During the revolving period, collections that would otherwise be applied to principal payments under steps 6 through 8 will instead be used to purchase additional eligible receivables from QPF, subject to compliance with the eligible receivables criteria and concentration limits. The sequential waterfall structure ensures that more senior tranches receive full principal repayment before any payments are made to junior tranches, which is consistent with the credit enhancement structure described in Section IV.B.
VII. Transaction Parties and Their Roles
A. Ridgeline Capital Markets LLC — Structuring Agent / Lead Bookrunner / Sole Placement Agent
Ridgeline Capital Markets LLC ("Ridgeline") is a broker-dealer registered with the Securities and Exchange Commission and a member of the Financial Industry Regulatory Authority. Ridgeline's principal offices are located at 383 Madison Avenue, 14th Floor, New York, New York 10179. Ridgeline has been engaged by QIH as the structuring agent, lead bookrunner, and sole placement agent for the offering. Ridgeline's internal deal identification number is RCM-IPF-2022-0041.
The principal Ridgeline contacts for the transaction are Julian Weatherstone, Head of ABS Origination, who is serving as the deal lead and primary commercial counterpart for QIH's treasury team, and Rebecca Tran, Managing Director and specialist in insurance finance ABS, who brings specific sector expertise to the structuring and marketing of the offering. Ms. Tran has executed multiple comparable insurance premium finance ABS transactions and has been instrumental in developing the preliminary capital structure.
Ridgeline's placement fees for the offering are as follows:
• Class A Notes: 0.30% of par amount = $1,125,000
• Class B Notes: 0.45% of par amount = $337,500
• Class C Notes: 0.60% of par amount = $210,000
• Total placement fees: $1,672,500
The fee structure reflects the higher placement effort and lower investor liquidity associated with the more junior tranches, which command higher fee percentages. The fees will be payable at closing from the proceeds of the offering.
B. Calvoneth Trust Company, N.A. — Indenture Trustee / Paying Agent / Calculation Agent / Securities Intermediary / Custodian
Calvoneth Trust Company, N.A. ("Calvoneth Trust") is a national banking association that will serve in multiple fiduciary and administrative capacities in the transaction, including as indenture trustee, paying agent, calculation agent, securities intermediary, and custodian. Calvoneth Trust's Corporate Trust Office is located at 600 Travis Street, Suite 5800, Houston, Texas 77002. The key contact for the transaction is Gerald K. Fontaine, Senior Trust Officer.
As indenture trustee, Calvoneth Trust will hold the security interest in the receivables pool and related assets on behalf of the noteholders, enforce the terms of the indenture in the event of a default or breach, and administer the collection accounts and distribution mechanics of the waterfall. As paying agent, Calvoneth Trust will be responsible for making payments of interest and principal to the noteholders on each payment date. As calculation agent, Calvoneth Trust will calculate the amounts due under each step of the waterfall based on the servicer reports delivered by QPF. As securities intermediary, Calvoneth Trust will maintain the securities accounts in which the notes are held. As custodian, Calvoneth Trust will hold the receivables files and related documents.
Calvoneth Trust's fees for the engagement are $35,000 per annum for its services as indenture trustee, plus $5,000 per payment date for distribution calculations performed in its capacity as calculation agent.
Calvoneth Trust's legal counsel for the transaction is Ashfield & Greer LLP, with lead partner Vivian Sato. Ashfield & Greer's offices are located at One Chase Manhattan Plaza, New York, New York 10005. Ashfield & Greer will represent Calvoneth Trust in the negotiation of the indenture, the account control agreement, the custodian agreement, and other transaction documents to which Calvoneth Trust is a party. C&H should expect to receive and negotiate comments from Ashfield & Greer on these documents.
C. Northvane Bank, N.A. — Back-Up Servicer and Liquidity Facility Provider
Northvane Bank, N.A. ("Northvane") is a national banking association with offices at 200 Vesey Street, New York, New York 10281. Northvane will serve in two capacities: (i) as back-up servicer under the Back-Up Servicing Agreement, and (ii) as liquidity facility provider under a separate Liquidity Facility Agreement. The key contact is Diane Coletti, Managing Director in Northvane's Structured Products Group.
In its capacity as back-up servicer, Northvane will maintain the operational readiness to assume the servicing of the receivables pool in the event that QPF is removed or resigns as servicer (whether due to a servicer default, a rating downgrade, or other cause). During the period in which QPF is serving as servicer, Northvane will receive periodic data feeds and servicing reports to maintain its familiarity with the pool and its systems integration capabilities. Northvane's back-up servicer fee is $50,000 per annum, payable in quarterly installments of $12,500.
In its capacity as liquidity facility provider, Northvane will provide a $25,000,000 revolving liquidity facility to QRF 2022-1 to cover potential short-term timing mismatches between collections on the receivables and payment obligations under the waterfall. The liquidity facility is not a credit enhancement facility and is not intended to cover losses on the receivables; rather, it is designed to provide bridge funding in the event of temporary collection delays (for example, delays in processing unearned premium refunds from insurance carriers). The commitment fee on the undrawn portion of the liquidity facility is 0.25% per annum (approximately $62,500 per year at full availability), and amounts drawn under the facility will bear interest at SOFR + 150 basis points. Draws under the liquidity facility will be repaid from collections on the receivables pool prior to any distributions to noteholders.
D. Rating Agencies
Two nationally recognized statistical rating organizations ("NRSROs") have been engaged to assign preliminary and final ratings to the Class A, Class B, and Class C Notes:
• Brindoval Ratings Inc. ("Brindoval") — 55 Water Street, New York, New York 10041. Lead analyst: Andrew Petrosian. Engagement number: CR-SF-2022-08812. Brindoval uses the "(cr)" designation convention for its ratings.
• Pinnacle Rating Services LLC ("Pinnacle") — 7 World Trade Center, New York, New York 10007. Lead analyst: Monica Sung. Engagement number: PRS-2022-ABS-3347. Pinnacle uses the "(p)" designation convention for its ratings.
Both agencies have been engaged to assign preliminary ratings following the rating agency presentations currently scheduled for August 8, 2022. Preliminary ratings from Brindoval are targeted for August 22, and preliminary ratings from Pinnacle are targeted for August 29. The rating process will involve the submission of detailed structural and collateral information, cash flow modeling results, and legal structural features (including the bankruptcy-remoteness of the SPVs, the true sale analysis, and the perfection of security interests). C&H will need to coordinate closely with both rating agencies to address legal structural questions and to ensure that the transaction documents satisfy the rating agencies' legal criteria for the assigned rating levels.
E. Meridian Ledger LLP (Auditor)
Meridian Ledger LLP ("Meridian Ledger") is a Delaware limited liability partnership and a PCAOB-registered public accounting firm. Meridian Ledger serves as the independent auditors of QIH and will participate in the offering in two capacities: (i) providing an agreed-upon procedures ("AUP") letter confirming the accuracy of certain financial and statistical data presented in the offering memorandum, and (ii) providing a comfort letter (commonly known as a "negative assurance" letter) covering certain financial information extracted from QIH's audited financial statements. Meridian Ledger's offices are located at 1301 Avenue of the Americas, New York, New York 10019. The engagement partner is Robert Falcone.
F. Veristead Analytics LLC (Third-Party Verification Agent)
Veristead Analytics LLC ("Veristead") is a Delaware limited liability company located at 100 Summer Street, Suite 1500, Boston, Massachusetts 02110. Veristead has been engaged by QIH as a third-party verification agent to perform an independent stratification and tape reconciliation of the receivables pool as of the cut-off date. The engagement is being managed by Katharine Drummond, Managing Director. Veristead's work product will be used to verify the accuracy and completeness of the pool data provided by QPF's servicing systems, and the results of Veristead's analysis will be incorporated into the pool stratification tables included in the offering memorandum. Veristead's engagement is also relevant to satisfying the due diligence requirements applicable to the structuring agent and underwriter.
G. Calloway & Brandt LLP (Underwriter's Counsel)
Calloway & Brandt LLP ("Calloway & Brandt") is a New York limited liability partnership with offices at One Liberty Plaza, 165 Broadway, New York, New York 10006. Calloway & Brandt has been engaged as legal counsel to Ridgeline Capital Markets in connection with the offering. The lead partner is Harrison Collier, and the senior associate is Megan O'Shaughnessy. Calloway & Brandt will be reviewing and providing comments on the core transaction documents (particularly the Note Purchase Agreement, the indenture, and the offering memorandum) from the perspective of the underwriter and its investors. C&H should anticipate receiving Calloway & Brandt's comments on the first drafts of the transaction documents and offering memorandum and should plan for at least two to three rounds of negotiation on the core documents.
VIII. Key Financial Terms Summary
The following table consolidates the principal financial terms and transaction costs for quick reference:
The servicing fee of 1.00% per annum is payable monthly and is calculated on the outstanding pool balance as of the immediately preceding determination date. At the initial pool balance of $612,000,000, this equates to approximately $6,120,000 per annum, or approximately $510,000 per month. The servicing fee will decline over time as the pool balance amortizes (during the amortization period) and as receivables pay down and are replaced with new receivables of varying balances (during the revolving period).
QIH's cost-of-funds analysis should also account for the transaction's upfront costs, including legal fees (C&H and other counsel), rating agency fees, auditor fees, trustee acceptance fees, and other one-time closing costs. These upfront costs are typically amortized over the expected life of the transaction for purposes of determining the all-in cost of funds to the sponsor.
IX. Key Workstreams for Calderwood & Harkness
This section outlines the principal workstreams for the C&H deal team, organized chronologically by transaction phase. Each workstream is assigned to one or more team members as indicated in the team assignments table in Section XI below. The workstreams are designed to track the anticipated timeline set forth in Section X and to ensure that all deliverables are completed in advance of the relevant milestones.
A. Structuring Phase (Current — Through Late July)
The structuring phase is the initial phase of the transaction and involves establishing the fundamental terms, structure, and documentation framework for the offering. Key tasks during this phase include:
• Finalize capital structure and term sheet. The initial term sheet (version 1) is targeted for circulation to all parties by July 18, 2022. The term sheet will set forth the proposed capital structure (including tranche sizes, credit enhancement levels, and coupon guidance), the eligible receivables criteria, the concentration limits, the early amortization triggers, and the key terms of the principal transaction documents. The term sheet will serve as the basis for rating agency engagement and documentation drafting.
• Analyze capital structure alternatives. Prior to finalizing the term sheet, C&H and Ridgeline will evaluate alternative capital structures, including a two-tranche structure (Class A and Class B only, with higher overcollateralization) versus the proposed three-tranche structure, and varying levels of overcollateralization. The capital structure alternatives memo is targeted for July 14, 2022.
• Prepare structural diagram and cashflow schematic. A detailed structural diagram illustrating the entities, transfer mechanics, security interests, and payment flows will be prepared for the July 25 structure finalization meeting. This diagram will be used in rating agency presentations, the offering memorandum, and investor materials.
• Coordinate SPV formation. The formation of QRF 2022-1 and QRH will be authorized at the July 25 meeting, with a target formation date of August 3, 2022. C&H will prepare the certificates of formation, initial LLC agreements, and formation-related resolutions.
• Prepare QIH Board resolutions and QPF Manager resolutions. Board resolutions of QIH and Manager resolutions of QPF authorizing the transaction, the entry into the transaction documents, and the delegation of authority to named officers to execute the documents will be drafted and circulated for approval by July 27, 2022.
B. SPV Formation and Corporate (August)
Following authorization of the transaction structure, the SPV formation and corporate workstream will proceed during August 2022. This workstream encompasses all organizational and governance matters for the two newly formed SPVs:
• File Certificates of Formation for QRF 2022-1 (DE SOS File No. 7894231) and QRH (DE SOS File No. 7894228) with the Delaware Secretary of State. Filing is targeted for August 3, 2022, or as soon as practicable thereafter.
• Draft LLC agreements for both QRF 2022-1 and QRH, incorporating full bankruptcy-remoteness provisions. These provisions will include, at a minimum: (a) separateness covenants requiring each SPV to maintain its own books, records, bank accounts, and financial statements separate from those of its affiliates; (b) non-petition provisions prohibiting any member, manager, or affiliate from filing or joining in the filing of a voluntary bankruptcy petition with respect to the SPV; (c) activity limitations restricting each SPV's business to the acquisition and holding of receivables and the issuance of notes (in the case of QRF 2022-1) or the acquisition and transfer of receivables (in the case of QRH); (d) independent manager requirements as described above; and (e) provisions ensuring that each SPV maintains adequate capital, holds itself out as a separate entity, and does not commingle its assets with those of its affiliates.
• Negotiate and execute independent manager agreements with Fortbridge Corporate Services LLC, appointing Timothy R. Callan as the independent manager of QRF 2022-1 and Eleanor M. Vasquez as the independent manager of QRH. These agreements will set forth the scope of the independent manager's duties, compensation, indemnification, and removal/replacement procedures.
• Obtain employer identification numbers from the Internal Revenue Service for both QRF 2022-1 and QRH. EIN applications will be filed promptly following formation.
C. Rating Agency Engagement (August)
The rating agency workstream is one of the most critical elements of the transaction timeline, as the preliminary ratings must be obtained before the offering memorandum can be finalized and investor marketing can commence. Key tasks include:
• Prepare rating agency presentations for Brindoval and Pinnacle, scheduled for August 8, 2022. The presentations will cover the transaction structure, the credit enhancement framework, the receivables pool characteristics and historical performance data, QPF's origination and servicing platform, the legal structure (including bankruptcy remoteness, true sale analysis, and perfection of security interests), and the key terms of the transaction documents.
• Analyze rating agency criteria for insurance premium finance ABS and map the structural requirements of each agency against the proposed transaction terms. Each rating agency has its own analytical methodology, and the structural features of the transaction (including credit enhancement levels, eligible receivables criteria, concentration limits, and early amortization triggers) may need to be calibrated differently to satisfy the requirements of both agencies simultaneously.
• Respond to rating agency questions and information requests following the August 8 presentations. The rating agencies typically submit detailed written questions covering legal structure, collateral performance, cash flow modeling assumptions, and servicer operations. C&H will coordinate responses to legal structural questions and will work with QIH and Ridgeline on collateral and commercial questions.
• Confirm preliminary rating conditions. The rating agencies may condition their preliminary ratings on the inclusion of specific structural features, representations, or covenants in the transaction documents. C&H will review these conditions and ensure they are appropriately reflected in the documentation.
• Target dates for preliminary ratings: Brindoval by August 22, 2022; Pinnacle by August 29, 2022.
D. Core Transaction Documentation (September – October)
The core documentation workstream is the largest and most labor-intensive workstream for C&H and will involve the drafting, negotiation, and finalization of the following documents:
• Indenture (between QRF 2022-1, as Issuer, and Calvoneth Trust, as Indenture Trustee) — the principal governing document for the notes, setting forth the terms and conditions of the notes, the security interest, the payment waterfall, events of default, remedies, and the rights and obligations of the trustee.
• Receivables Sale Agreement (between QPF, as Seller, and QRH, as Purchaser) — governing the initial sale and ongoing revolving-period purchases of eligible receivables from QPF to QRH. This agreement must be carefully structured to support true sale characterization.
• Receivables Transfer Agreement (between QRH, as Transferor, and QRF 2022-1, as Transferee) — governing the transfer and contribution of receivables from QRH to QRF 2022-1. Like the Receivables Sale Agreement, this document must support true sale analysis at the second level of the structure.
• Servicing Agreement (among QRF 2022-1, QPF as Servicer, and Calvoneth Trust as Indenture Trustee) — setting forth the terms of QPF's appointment as servicer, the servicer's duties (collections, remittances, reporting, loss mitigation), the servicing fee, servicer default events, and servicer replacement mechanics.
• Back-Up Servicing Agreement (among QRF 2022-1, QPF as Servicer, Northvane as Back-Up Servicer, and Calvoneth Trust as Indenture Trustee) — setting forth the terms of Northvane's engagement as back-up servicer, including data delivery requirements, systems testing, transition mechanics, and fees.
• Administration Agreement (between QRF 2022-1 and QIH as Administrator) — appointing QIH to provide certain administrative services to QRF 2022-1, including preparation of reports, coordination with the trustee, and other operational support.
• Note Purchase Agreement (among QRF 2022-1, QIH, and Ridgeline as Placement Agent) — the underwriting-style agreement governing the terms of the placement of the notes, including representations and warranties, conditions to closing, indemnification, and placement agent fees. This agreement will be heavily negotiated with Calloway & Brandt.