CONFIDENTIAL — FOR INTERNAL USE ONLY
CALDERWOOD & HARKNESS LLP 601 Lexington Avenue New York, New York 10022
INTERNAL MEMORANDUM — NEW MATTER OPENING
June 28, 2022
TO: Office of General Counsel; Conflicts Committee; Finance Department
FROM: Douglas Carmichael, Partner, and Francesca Morano, Partner
RE: Opening of New Matter — Quorum Insurance Holdings Corp. — Insurance Premium Finance ABS Issuance
MATTER NUMBER: 1025-00007
This memorandum is submitted to the Office of General Counsel, the Conflicts Committee, and the Finance Department in connection with the opening of a new client matter for Quorum Insurance Holdings Corp. and certain of its subsidiaries and affiliates. The purpose of this memorandum is to provide all relevant information necessary for the formal opening of the matter in the firm's matter management system, to confirm conflicts clearance, to establish the scope and staffing of the engagement, and to identify all known counterparties and transaction participants. This memorandum should be read in conjunction with the signed engagement letter dated June 28, 2022, the Conflict Check Memorandum dated June 27, 2022, and such additional staffing and budget documentation as may be prepared and circulated in connection with this matter.
1. Client Identification
Client Full Legal Name: Quorum Insurance Holdings Corp.
Short Name / Abbreviation: "QIH" or "Quorum"
Entity Type: Corporation organized and existing under the laws of the State of Delaware.
Public Company Status: Quorum Insurance Holdings Corp. is a publicly traded company listed on the New York Stock Exchange under the ticker symbol QIHC. As a reporting company under the Securities Exchange Act of 1934, as amended, QIH is subject to the periodic reporting requirements of the Securities and Exchange Commission and files annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K with the SEC. The firm should be mindful of the client's public company status in connection with any potential material nonpublic information considerations arising from this engagement.
Headquarters Address:
400 Atlantic Street, Suite 2200 Stamford, Connecticut 06901
Employer Identification Number (EIN): 82-4391067
Primary Client Contact:
Nolan Whitford General Counsel Quorum Insurance Holdings Corp. 400 Atlantic Street, Suite 2200 Stamford, Connecticut 06901
Mr. Whitford will serve as the primary point of contact for all legal matters arising in connection with this engagement and has been designated by QIH as the individual authorized to provide instructions to the firm on behalf of the client, subject to such additional authorizations as may be communicated by QIH from time to time.
Additional Client Contacts:
Marcus Devereaux, Chief Executive Officer, Quorum Insurance Holdings Corp.
Priya Raghavan, Chief Financial Officer, Quorum Insurance Holdings Corp.
Sandra Ling-Hwang, Treasurer, Quorum Insurance Holdings Corp.
The additional client contacts identified above are expected to be involved in various aspects of the transaction, including structuring discussions, financial modeling and capital structure determinations, treasury and cash management considerations, and executive-level decision-making. Ms. Ling-Hwang, in her capacity as Treasurer, is also identified as the Manager of Quorum Premium Finance LLC, the originator and servicer subsidiary described in Section 2 below.
Brief Description of Client's Business:
Quorum Insurance Holdings Corp. is a diversified insurance services holding company that operates across three principal business segments: (i) property and casualty insurance distribution, through a network of managing general agents and wholesale brokerage operations; (ii) premium finance lending, through which QIH, via its wholly owned subsidiary Quorum Premium Finance LLC, originates and services short-term premium finance loans to commercial insurance policyholders; and (iii) insurtech software-as-a-service platforms, through which QIH provides policy administration, billing, and claims management technology solutions to insurance carriers, agents, and brokers.
For fiscal year 2021, QIH reported consolidated revenue of approximately $3.8 billion. As of December 31, 2021, QIH's total insurance premium finance receivables portfolio was approximately $2.1 billion in outstanding principal balance. The premium finance lending segment represents a significant and growing component of QIH's overall business and has historically been funded through a combination of warehouse credit facilities, commercial paper, and unsecured corporate debt issuances.
QIH's current unsecured credit ratings are as follows: Brindoval Ratings Inc. — BBB (stable outlook); Pinnacle Rating Services LLC — Baa2 (stable outlook). These investment-grade ratings at the corporate level are relevant to the structuring of the proposed securitization transaction, as they will inform the rating agency analysis of the originator/servicer risk profile and the overall credit enhancement requirements.
2. Related Entities / Affiliated Parties
The following entities are subsidiaries or affiliates of Quorum Insurance Holdings Corp. that are directly involved in the contemplated securitization transaction. The firm's engagement encompasses representation of each of these entities in connection with the transaction, as set forth in the engagement letter.
2.1 Quorum Premium Finance LLC ("QPF")
Entity Type: Limited liability company organized and existing under the laws of the State of Delaware.
Relationship to Client: Wholly owned subsidiary of Quorum Insurance Holdings Corp.
Role in Transaction: QPF will serve as the originator, seller, and servicer of the insurance premium finance receivables that will constitute the collateral pool backing the asset-backed notes to be issued in the transaction. In its capacity as originator, QPF originates the premium finance loans in the ordinary course of its business. In its capacity as seller, QPF will sell and contribute receivables to Quorum Receivables Holding LLC (the intermediate SPV/depositor), which will in turn transfer such receivables to the issuer. In its capacity as servicer, QPF will continue to service, administer, and collect on the receivables following the securitization closing, subject to the terms of the Servicing Agreement and the appointment of a back-up servicer.
Principal Office:
400 Atlantic Street, Suite 2200 Stamford, Connecticut 06901
EIN: 84-2653198
Manager: Sandra Ling-Hwang, Treasurer of Quorum Insurance Holdings Corp.
2.2 Quorum Receivables Funding 2022-1 LLC ("QRF 2022-1")
Entity Type: Limited liability company to be organized under the laws of the State of Delaware.
Relationship to Client: To be a wholly owned subsidiary of Quorum Receivables Holding LLC, which is itself a wholly owned subsidiary of QPF. QRF 2022-1 is therefore an indirect subsidiary of QIH.
Role in Transaction: QRF 2022-1 will serve as the issuer of the asset-backed notes in the transaction. It will be formed as a bankruptcy-remote special purpose entity with limited purpose provisions, separateness covenants, and an independent manager, designed to isolate the securitized assets from the bankruptcy estate of QIH, QPF, or any other affiliate. QRF 2022-1 will acquire the receivables from QRH pursuant to a Receivables Transfer Agreement and will issue the Class A Notes, Class B Notes, and Class C Notes secured by the receivables and related assets pursuant to an Indenture with Calvoneth Trust Company, N.A., as indenture trustee.
EIN (to be obtained): 88-1247653 (anticipated)
Independent Manager: To be provided by Fortbridge Corporate Services LLC. The named independent manager for QRF 2022-1 will be Timothy R. Callan.
Status: QRF 2022-1 has not yet been formed. Formation is expected to occur following finalization of the transaction structure, with a targeted formation date in early August 2022. The firm will handle all formation matters, including preparation of the Certificate of Formation and the Limited Liability Company Agreement, and will coordinate with the registered agent for filing with the Delaware Secretary of State.
2.3 Quorum Receivables Holding LLC ("QRH")
Entity Type: Limited liability company to be organized under the laws of the State of Delaware.
Relationship to Client: To be a wholly owned subsidiary of QPF and the sole member of QRF 2022-1.
Role in Transaction: QRH will serve as the bankruptcy-remote intermediate special purpose entity and depositor in the securitization structure. It will acquire receivables from QPF pursuant to a Receivables Sale Agreement and will transfer such receivables to QRF 2022-1 pursuant to a Receivables Transfer Agreement. The interposition of QRH as an intermediate entity between QPF (the originator/seller) and QRF 2022-1 (the issuer) is a standard structural feature in asset-backed securitizations designed to achieve a "two-step" true sale, thereby enhancing the isolation of the securitized assets from the originator's bankruptcy estate and supporting the true sale and non-consolidation legal opinions.
EIN (to be obtained): 88-1247619 (anticipated)
Independent Manager: To be provided by Fortbridge Corporate Services LLC. The named independent manager for QRH will be Eleanor M. Vasquez.
Status: QRH has not yet been formed. As with QRF 2022-1, formation is expected to occur following finalization of the transaction structure, with a targeted formation date in early August 2022. The firm will handle all formation matters for QRH in connection with its representation.
Note Regarding SPV Formation: Both QRF 2022-1 and QRH are contemplated entities whose formation is a condition precedent to the execution of the transaction. Their organizational documents will incorporate standard bankruptcy-remoteness provisions, including limited purpose clauses, separateness covenants, restrictions on incurrence of additional indebtedness, and requirements for the affirmative vote of independent managers prior to any voluntary bankruptcy filing or consent to involuntary bankruptcy. The specific terms of these provisions will be the subject of negotiation and will be informed by rating agency requirements.
3. Matter Description
3.1 Matter Type
Asset-Backed Securities Issuance — Structured Finance
3.2 Practice Area
Structured Finance / Capital Markets
3.3 Transaction Summary
Calderwood & Harkness LLP has been retained as issuer's counsel to structure and execute a $500,000,000 asset-backed securitization of insurance premium finance receivables on behalf of Quorum Insurance Holdings Corp. and its subsidiaries (collectively, "Quorum" or the "Quorum Parties"). The transaction contemplates the issuance of multiple tranches of asset-backed notes by Quorum Receivables Funding 2022-1 LLC ("QRF 2022-1"), a newly formed bankruptcy-remote special purpose entity, backed by a revolving pool of short-term insurance premium finance loans originated by Quorum Premium Finance LLC ("QPF"), a wholly owned subsidiary of QIH.
The securitization is intended to diversify Quorum's funding sources, reduce its weighted-average cost of capital, and provide stable, term-matched financing for its growing premium finance receivables portfolio. The transaction will be structured as a private placement of notes to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended (the "Securities Act"), and to non-U.S. persons in offshore transactions under Regulation S of the Securities Act. No registration statement will be filed with the Securities and Exchange Commission in connection with the offering.
3.4 Deal Value
The aggregate principal amount of the notes to be issued is $500,000,000. The deal value may be subject to adjustment based on market conditions, investor demand, receivables pool size, and rating agency determinations as the transaction progresses toward closing.
3.5 Offering Format
Rule 144A / Regulation S private placement. No SEC registration is contemplated. The notes will not be registered under the Securities Act, and no prospectus or registration statement will be filed with the SEC. The Offering Memorandum to be prepared in connection with the transaction will be a private placement memorandum prepared in accordance with market practice for Rule 144A offerings and will contain disclosure consistent with the requirements of Rule 144A(d)(4) of the Securities Act.
3.6 Governing Law
The transaction documents will be governed by the laws of the State of New York, except to the extent that the organizational documents of the SPVs and certain matters relating to the perfection of security interests in the receivables will be governed by the laws of the State of Delaware.
3.7 Underlying Asset Class
The collateral backing the notes will consist of insurance premium finance receivables — short-term loans extended by QPF to commercial insurance policyholders to finance the payment of insurance premiums. Each premium finance loan is secured by the borrower's assignment of the unearned premium refund rights under the related insurance policy, which provides a built-in credit enhancement in the form of the insurance carrier's obligation to return unearned premiums upon cancellation of the financed policy. Key portfolio characteristics as of the most recent data tape include:
• Average loan term: Approximately 9 months
• Weighted-average annual percentage rate (APR): 7.85%
• Collateral type: Commercial insurance premium finance receivables secured by assignments of unearned premium refund rights
• Obligor profile: Commercial policyholders across diverse industry sectors and geographies
• Insurance carrier diversification: Receivables are originated with respect to policies issued by a broad array of rated insurance carriers, providing diversification of carrier counterparty credit risk
3.8 Anticipated Capital Structure (Preliminary)
The preliminary anticipated capital structure for the transaction is as follows:
The capital structure set forth above is preliminary and is subject to modification based on, among other things, the results of the rating agency analysis, investor feedback during the marketing process, the composition and credit quality of the receivables pool at the time of closing, and prevailing market conditions. The retained interest/overcollateralization component is expected to be held by QRF 2022-1 or an affiliate of Quorum to satisfy applicable Dodd-Frank risk retention requirements.
3.9 Key Structural Features
The transaction is expected to incorporate the following key structural features:
• Revolving Period: A 24-month revolving period following the closing date, during which collections on the receivables will be used to acquire additional eligible receivables from QPF (through QRH), thereby maintaining the aggregate principal balance of the collateral pool and providing Quorum with ongoing access to securitization funding.
• Amortization Period: Following the expiration of the revolving period (or upon the occurrence of an early amortization event), the transaction will enter a 12-month scheduled amortization period, during which collections will be applied to repay the outstanding principal balance of the notes in accordance with the payment waterfall.
• Legal Final Maturity: 42 months from the closing date, representing the outside date by which all notes must be repaid in full. The legal final maturity date is designed to provide a sufficient tail period beyond the scheduled amortization period to allow for the orderly wind-down of the receivables pool.
• Sequential Payment Waterfall: During the amortization period, principal collections will be applied sequentially, with Class A Notes being repaid in full before any principal payments are made to Class B Notes, and Class B Notes being repaid in full before any principal payments are made to Class C Notes.
Additional structural features, including performance triggers (e.g., delinquency triggers, loss triggers, dilution triggers), early amortization events, reserve account requirements, excess spread mechanics, and servicer termination events, will be developed during the structuring phase and documented in the transaction documents.
4. Firm Role and Scope of Engagement
4.1 Firm's Role
Calderwood & Harkness LLP has been retained as Issuer's Counsel — that is, outside counsel to Quorum Insurance Holdings Corp. and its subsidiaries, including Quorum Premium Finance LLC ("QPF"), Quorum Receivables Holding LLC ("QRH"), and Quorum Receivables Funding 2022-1 LLC ("QRF 2022-1"), in all aspects of the securitization transaction described herein. The firm's engagement encompasses representation of all Quorum Parties in connection with the structuring, documentation, and execution of the transaction from inception through closing and the delivery of all closing opinions and related deliverables.
4.2 Scope of Work
The scope of work to be performed by the firm in connection with this engagement includes, but is not limited to, the following:
Structuring and Capital Structure Advisory
The firm will advise the Quorum Parties on the overall structure of the securitization, including the asset transfer mechanics (two-step true sale structure), the capital structure and credit enhancement levels, the revolving and amortization mechanics, the payment waterfall, and the performance triggers and early amortization events. The firm will work closely with the structuring agent (Ridgeline Capital Markets LLC) and the client's internal finance and treasury teams to develop a structure that achieves the client's funding objectives while satisfying rating agency requirements and applicable regulatory constraints.
Formation of Special Purpose Entities
The firm will handle the formation of QRF 2022-1 and QRH as Delaware limited liability companies, including the preparation and filing of Certificates of Formation with the Delaware Secretary of State, the drafting of Limited Liability Company Agreements incorporating standard bankruptcy-remoteness provisions, the engagement of Fortbridge Corporate Services LLC as independent manager provider, and the coordination with Ashgrove Services Inc. as registered agent for service of process in New York.
Drafting and Negotiation of Transaction Documents
The firm will prepare initial drafts and lead the negotiation of all core transaction documents, including but not limited to the following:
• Indenture — governing the issuance of the notes, the grant of security interests in the collateral, the payment waterfall, covenants, events of default, and remedies, between QRF 2022-1 and Calvoneth Trust Company, N.A., as indenture trustee.
• Receivables Sale Agreement — governing the sale and contribution of receivables from QPF (as originator/seller) to QRH (as depositor), structured to effect a true sale of the receivables for purposes of bankruptcy law and applicable accounting standards.
• Receivables Transfer Agreement — governing the transfer of receivables from QRH (as depositor) to QRF 2022-1 (as issuer).
• Servicing Agreement — governing QPF's obligations as servicer of the receivables, including collection procedures, remittance obligations, reporting requirements, servicing standards, servicer termination events, and the appointment of a successor servicer.
• Back-Up Servicing Agreement — between QRF 2022-1 and Northvane Bank, N.A., as back-up servicer, governing the back-up servicer's obligations to maintain readiness to assume servicing in the event of a servicer termination.
• Administration Agreement — governing the administrative functions to be performed by QPF or QIH on behalf of QRF 2022-1.
• Note Purchase Agreement — between QRF 2022-1 and Ridgeline Capital Markets LLC, as initial purchaser/placement agent, governing the terms of the purchase and sale of the notes.
• Liquidity Facility Agreement — between QRF 2022-1 and Northvane Bank, N.A., as liquidity facility provider, providing for a committed liquidity facility to cover potential timing mismatches between collections and note payment obligations.
• Account Control Agreement — among QRF 2022-1, Calvoneth Trust Company, N.A. (as indenture trustee and securities intermediary), and the depository bank, governing the control of transaction accounts for purposes of Article 8 and Article 9 of the Uniform Commercial Code.
• Custodian Agreement — between QRF 2022-1 and Calvoneth Trust Company, N.A., as custodian, governing the custody of receivables files and related documentation.
• Grant of Security Interest — memorializing the grant by QRF 2022-1 of a security interest in the receivables and related assets in favor of the indenture trustee for the benefit of the noteholders.
• Performance Guaranty — if applicable, a limited guaranty from QIH with respect to certain obligations of QPF as servicer, the terms and scope of which will be determined during the structuring phase.
Offering Memorandum and Disclosure
The firm will prepare the Offering Memorandum (and any supplements thereto) to be used in connection with the marketing and sale of the notes to qualified institutional buyers and non-U.S. persons. The Offering Memorandum will contain detailed disclosure regarding the receivables pool, the originator/servicer, the transaction structure, the terms of the notes, risk factors, tax considerations, legal investment considerations, and other matters customary for Rule 144A / Regulation S offerings of asset-backed securities.
Legal Opinion Preparation
The firm will prepare and deliver the following legal opinions at closing, in each case in customary form and substance for transactions of this type:
• True sale opinion — opining that the transfer of receivables from QPF to QRH constitutes a true sale and not a secured loan for purposes of the U.S. Bankruptcy Code.
• Enforceability opinion — opining on the due authorization, execution, and delivery of the transaction documents by the Quorum Parties and the enforceability of such documents in accordance with their terms, subject to customary qualifications and assumptions.
• Security interest perfection opinion (UCC Article 9) — opining on the creation, attachment, and perfection of the security interests granted by QRF 2022-1 in the receivables and related collateral in favor of the indenture trustee.
• Tax characterization opinion — opining on the federal income tax treatment of the notes as debt for U.S. federal income tax purposes and the treatment of QRF 2022-1 as a disregarded entity or a partnership (and not an association taxable as a corporation) for U.S. federal income tax purposes.
• No-registration opinion (Rule 144A / Regulation S) — opining that the offer and sale of the notes in accordance with the terms of the Note Purchase Agreement are exempt from the registration requirements of the Securities Act.
• Delaware LLC opinions — opining on the valid formation, existence, and good standing of QRF 2022-1 and QRH under the laws of the State of Delaware, the due authorization and execution of the transaction documents by such entities, and the limited liability status of their members.
• Non-consolidation opinion — opining that, in the event of a bankruptcy of QIH, QPF, or any other affiliate, a court would not substantively consolidate the assets and liabilities of QRF 2022-1 or QRH with those of the debtor affiliate, subject to customary qualifications, assumptions, and factual predicates.
UCC Filing and Perfection Analysis
The firm will prepare UCC-1 financing statements for filing with the Delaware Secretary of State and will conduct a comprehensive perfection analysis to ensure the creation, attachment, and perfection of all security interests in the collateral, including an analysis of any applicable choice-of-law considerations, the characterization of the receivables as "accounts" or "payment intangibles" under Article 9 of the Uniform Commercial Code, and the priority of the security interests vis-à-vis any competing claims.
Tax Structuring
The firm's Tax practice, led by Sylvia Hartwell, Partner, will advise on the federal income tax treatment of the transaction, including the characterization of the notes as indebtedness, the tax treatment of QRF 2022-1, FATCA compliance and withholding obligations, and state tax nexus analysis to assess whether the issuance and ownership of the notes may give rise to state or local tax obligations for the issuer or the noteholders.
Regulatory Compliance Analysis
The firm will conduct a regulatory compliance analysis addressing the following:
• Regulation AB II — applicability and compliance requirements for the asset-backed securities issuance, including any applicable shelf eligibility requirements and ongoing reporting obligations (to the extent applicable to Rule 144A offerings).
• Volcker Rule — analysis of the applicability of the Volcker Rule (Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act) to QRF 2022-1 as an issuer of asset-backed securities and the availability of any applicable exclusions from the definition of "covered fund."
• Dodd-Frank Risk Retention — analysis of the risk retention requirements under Section 15G of the Securities Exchange Act of 1934 and the implementing regulations adopted jointly by the federal banking agencies and the SEC, including the determination of the appropriate form and amount of risk retention (horizontal interest, vertical interest, or combination) and the identification of the "sponsor" for risk retention purposes.
Rating Agency Engagement Support
The firm will support the Quorum Parties in their engagement with Brindoval Ratings Inc. and Pinnacle Rating Services LLC, including the preparation of rating agency presentations, the review and analysis of rating agency criteria and methodologies applicable to insurance premium finance ABS, the negotiation of rating agency fee arrangements and engagement letters, and the review and comment on draft presale reports and rating letters.
Due Diligence
The firm will coordinate and participate in the due diligence process, including legal due diligence on the receivables pool (eligibility criteria, representations and warranties, repurchase obligations), the servicer's operations (policies and procedures, technology platforms, collections practices, disaster recovery and business continuity), and the insurance carrier counterparties (carrier ratings, cancellation and refund procedures, net premium remittance obligations). The firm will also coordinate with Veristead Analytics LLC, the third-party verification agent, in connection with pool stratification and data tape reconciliation.
Coordination with Transaction Parties
The firm will serve as a central coordinating point for all legal workstreams and will manage communications and document flow among all transaction parties and their respective counsel, including Calloway & Brandt LLP (underwriter's counsel), Ashfield & Greer LLP (trustee's counsel), Ridgeline Capital Markets LLC (structuring agent and placement agent), Calvoneth Trust Company, N.A. (indenture trustee), Northvane Bank, N.A. (back-up servicer and liquidity facility provider), and the rating agencies.
Closing Mechanics
The firm will manage all closing mechanics, including the preparation of closing checklists, the tracking and satisfaction of all conditions precedent to closing, the preparation of officer's certificates and other closing deliverables, the coordination of signature pages and document execution, the preparation and filing of all UCC financing statements, and the delivery of legal opinions. The firm will also prepare the post-closing binder and organize all final executed transaction documents for the client's records.
4.3 Engagement Letter Reference
The firm's engagement in this matter is governed by a signed engagement letter dated June 28, 2022, executed by Nolan Whitford, General Counsel, on behalf of Quorum Insurance Holdings Corp. A copy of the executed engagement letter has been filed in the firm's document management system under the matter number referenced herein.
5. Staffing
The following attorneys have been assigned to this matter as of the date of this memorandum:
Douglas Carmichael, Partner — Mr. Carmichael will serve as the Responsible Partner for the engagement and will have overall supervisory responsibility for all work product and client communications. Mr. Carmichael has extensive experience in structured finance transactions, including asset-backed securitizations across a range of asset classes, and has represented issuers, underwriters, and trustees in numerous public and private offerings of asset-backed securities.
Francesca Morano, Partner — Ms. Morano will serve as the Billing Partner for the engagement and will be responsible for all billing, invoicing, and fee-related matters. Ms. Morano will also contribute substantively to the structuring and documentation phases of the transaction.
Yuki Nakamura, Lead Associate — Ms. Nakamura will serve as the day-to-day lead associate on the transaction, responsible for managing the document drafting process, coordinating with counterparty counsel, and overseeing the due diligence and closing workstreams.
Carlos Espinoza, Working Associate — Mr. Espinoza will support Ms. Nakamura in all aspects of the transaction, with a particular focus on receivables pool due diligence, UCC perfection analysis, and the preparation of ancillary transaction documents and closing deliverables.
Sylvia Hartwell, Partner (Tax) — Ms. Hartwell will provide tax advice in connection with the transaction, including federal income tax characterization, FATCA compliance, state tax nexus analysis, and the preparation of the tax characterization opinion.
Note Regarding Additional Staffing: Given the complexity of the transaction, the compressed timeline, and the breadth of the scope of work, additional staffing may be required as the engagement progresses, including additional associates in the Structured Finance / Capital Markets practice group and in the Tax practice group. Any additional staffing will be documented in a separate Staffing & Budget Memorandum to be circulated to the Finance Department and the Office of General Counsel.
6. Counterparties and Other Transaction Participants
The following parties have been identified as counterparties, transaction participants, and other involved parties in connection with the contemplated securitization. Each of these parties was included in the conflicts check conducted by the Conflicts Committee, as referenced in Section 7 below.
6.1 Structuring Agent / Lead Bookrunner / Sole Placement Agent
Ridgeline Capital Markets LLC
383 Madison Avenue, 14th Floor New York, New York 10179
Ridgeline Capital Markets LLC is a SEC-registered broker-dealer organized as a Delaware limited liability company. Ridgeline will serve as the structuring agent, lead bookrunner, and sole placement agent for the offering, and will be responsible for the marketing and distribution of the notes to qualified institutional buyers and non-U.S. persons. Ridgeline will also provide capital structure advice and assist with the rating agency process.
Primary Contacts:
Julian Weatherstone, Head of ABS Origination Rebecca Tran, Managing Director, Insurance Finance ABS
Ridgeline Deal ID: RCM-IPF-2022-0041
6.2 Underwriter's Counsel
Calloway & Brandt LLP
One Liberty Plaza, 165 Broadway New York, New York 10006
Calloway & Brandt LLP has been retained by Ridgeline Capital Markets LLC as underwriter's counsel in connection with the transaction. Calloway & Brandt will represent Ridgeline in the negotiation of the Note Purchase Agreement, will conduct its own due diligence on behalf of its client, and will participate in the drafting and negotiation of the Offering Memorandum and certain other transaction documents.
Primary Contacts:
Harrison Collier, Lead Partner Megan O'Shaughnessy, Senior Associate
6.3 Indenture Trustee / Paying Agent / Securities Intermediary / Custodian
Calvoneth Trust Company, N.A.
Corporate Trust Office: 600 Travis Street, Suite 5800 Houston, Texas 77002
Calvoneth Trust Company, N.A. is a national banking association that will serve in multiple capacities in the transaction: (i) as indenture trustee under the Indenture, acting on behalf of the noteholders; (ii) as paying agent for the payment of principal and interest on the notes; (iii) as securities intermediary with respect to the transaction accounts; and (iv) as custodian of the receivables files and related documentation under the Custodian Agreement.
Primary Contact:
Gerald K. Fontaine, Senior Trust Officer
6.4 Trustee's Counsel
Ashfield & Greer LLP
One Chase Manhattan Plaza New York, New York 10005
Ashfield & Greer LLP has been retained by Calvoneth Trust Company, N.A. as trustee's counsel in connection with the transaction. Ashfield & Greer will review and negotiate the Indenture, the Account Control Agreement, and the Custodian Agreement on behalf of the trustee.
Primary Contact:
Vivian Sato, Lead Partner
6.5 Back-Up Servicer / Liquidity Facility Provider
Northvane Bank, N.A.
200 Vesey Street New York, New York 10281
Northvane Bank, N.A. is a national banking association that will serve in dual capacities in the transaction: (i) as back-up servicer under the Back-Up Servicing Agreement, standing ready to assume servicing of the receivables in the event that QPF is terminated or resigns as servicer; and (ii) as liquidity facility provider under the Liquidity Facility Agreement, providing a committed liquidity facility to QRF 2022-1 to cover potential timing mismatches between collections on the receivables and scheduled payments on the notes.
Primary Contact:
Diane Coletti, Managing Director, Structured Products
6.6 Independent Manager Provider
Fortbridge Corporate Services LLC
1209 Orange Street Wilmington, Delaware 19801
Fortbridge Corporate Services LLC will provide independent manager services for the two special purpose entities in the transaction structure. The independent managers are required to ensure that neither SPV files a voluntary bankruptcy petition or consents to an involuntary bankruptcy petition without the affirmative vote of the independent manager, thereby enhancing the bankruptcy-remoteness of the securitization structure.
Named Independent Managers:
• Timothy R. Callan — Independent Manager for QRF 2022-1 (Issuer)
• Eleanor M. Vasquez — Independent Manager for QRH (Depositor)
6.7 Rating Agencies
Brindoval Ratings Inc.
55 Water Street New York, New York 10041
Primary Contact: Andrew Petrosian, Lead Analyst Engagement No.: CR-SF-2022-08812
Pinnacle Rating Services LLC
7 World Trade Center New York, New York 10007
Primary Contact: Monica Sung, Lead Analyst Engagement No.: PRS-2022-ABS-3347
Both Brindoval Ratings and Pinnacle Rating Services have been engaged by QIH to provide credit ratings on the Class A Notes, Class B Notes, and Class C Notes. The engagement letters with each rating agency have been executed and are on file. Preliminary rating indications are expected to be provided following the initial rating agency presentations, which are targeted for August 2022.
6.8 Auditor / Accounting Firm
Meridian Ledger LLP
1301 Avenue of the Americas New York, New York 10019
Meridian Ledger LLP is a PCAOB-registered public accounting firm that serves as QIH's independent auditor. In connection with the securitization, Meridian Ledger will be engaged to provide an agreed-upon procedures letter with respect to the receivables pool data and a comfort letter to Ridgeline Capital Markets LLC with respect to certain financial information included in the Offering Memorandum. The comfort letter will be a condition precedent to closing.
Primary Contact: Robert Falcone, Engagement Partner
6.9 Third-Party Verification Agent