Derek and Priya,
I am pleased to confirm that the $48,000,000 tap issuance of Class A-2 Notes (CUSIP 07839LAB3) by Belmont Ridge Equipment Trust 2024-A closed and funded today, May 17, 2024.
Net proceeds of $47,916,000 — reflecting gross proceeds of $48,060,000 at the 100.125% issue price, less Ashford Capital Markets LLC's underwriting discount of $144,000 — were wired to the Trust's collection account at Meridian Fiduciary Services, Inc. The Tap Notes are fungible with the original $220,000,000 Class A-2 tranche, bringing total Class A-2 Notes outstanding to $268,000,000 and total Series 2024-A outstanding to $398,000,000. The Tap Notes carry a coupon of 5.78% per annum (fixed), 30/360 day count, payable monthly on the 15th, with a legal final maturity of January 15, 2029.
Below is a summary of all completed closing deliverables, followed by outstanding post-closing items.
**COMPLETED CLOSING DELIVERABLES**
*Transaction Documents*
- Supplemental Indenture No. 2 (dated April 19, 2024, among the Trust, Belmont Ridge Bank NA as Servicer, and Meridian Fiduciary Services, Inc. as Indenture Trustee) — executed and delivered. - Amendment No. 1 to the Sale and Servicing Agreement (dated April 19, 2024, among BRB as Originator and Servicer, the Trust, and Meridian) — executed and delivered. This amendment adds the tap pool (1,247 lease contracts, aggregate discounted receivable balance of $49,344,000) to the Trust's asset base. - Underwriting Agreement (dated April 19, 2024, among the Trust, BRB, and Ashford Capital Markets LLC) — executed and delivered.
*Legal Opinions*
- Calderwood & Harkness LLP issuer's counsel opinion — delivered (enforceability opinions on Supplemental Indenture No. 2, Amendment No. 1 to the Sale and Servicing Agreement, and the Underwriting Agreement; 10b-5 negative assurance with respect to the Prospectus Supplement; Investment Company Act opinion for the Trust). - Whitfield & Donahue LLP Delaware counsel opinion — delivered (trust formation and valid existence, true-sale characterization, enforceability under Delaware law, non-consolidation). - Hargrove, Sato & Chen LLP underwriter's counsel opinion — delivered.
*Certificates*
- BRB Officer's Certificate — executed by Derek Ashworth, certifying representations and warranties, no Event of Default or Servicer Default, pool eligibility, and OCC charter compliance (Charter No. 91-4428). - Secretary's Certificate and Good Standing Certificates — delivered.
*Rating Agency Confirmations*
- Pinnacle Ratings Group Inc. — confirmed AAA(sf) rating on Class A-2 Notes (original and tap). - Crestline Ratings International LLC — confirmed Aaa(sf) rating on Class A-2 Notes (original and tap).
*Accountant's Letter*
- Velthorn Accounting Group LLP bring-down comfort letter — received, confirming no modifications required to the original comfort letter dated April 19, 2024 with respect to pool-level statistical data and BRB financial information in the Prospectus Supplement.
*Funds Flow*
- Net proceeds of $47,916,000 wired to the Trust collection account at Meridian Fiduciary Services, Inc. — confirmed received.
**POST-CLOSING ITEMS**
1. **Prospectus Supplement SEC Filing** — Confirmed already filed on April 22, 2024 under Rule 424(b)(5). Registration Statement No. 333-276891. 2. **EDGAR Filing of Form ABS-EE** — To be completed; Carlos Espinoza and Hannah Brinkley are coordinating. 3. **Closing Binder Assembly** — Calderwood & Harkness will prepare and circulate the closing binder containing all executed documents, opinions, certificates, and ancillary deliverables. We are targeting distribution within approximately two weeks.
**KEY UPCOMING DATE**
The first payment date on the Tap Notes is **June 15, 2024**.
Congratulations on a smooth and efficient closing. Our thanks to you, Priya, Margaret Yuen, and the broader BRB team for your responsiveness throughout the process. Please do not hesitate to reach out if you have any questions regarding the post-closing items or any ongoing shelf program matters.
Best regards,
Francesca Morano Partner Calderwood & Harkness LLP 250 Park Avenue, 40th Floor New York, NY 10177 T: (212) 508-6240 fmorano@calderwoodharkness.com