UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM ABS-15G
ASSET-BACKED SECURITIZER
REPORT PURSUANT TO SECTION 15G OF
THE SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box to indicate the filing obligation to which this form is intended to satisfy:
| ¨ | Rule 15Ga-1 under the Exchange Act (17 CFR 240.15Ga-1) for the reporting period to |
Date of Report (Date of earliest event reported)
Commission File Number of securitizer:
Central Index Key Number of securitizer:
Name and telephone number, including area code, of the person to contact in connection with this filing.
Indicate by check mark whether the securitizer has no activity to report for the initial period pursuant to Rule 15Ga-1(c)(1) ¨
Indicate by check mark whether the securitizer has no activity to report for the quarterly period pursuant to Rule 15Ga-1(c)(2)(i) ¨
Indicate by check mark whether the securitizer has no activity to report for the annual period pursuant to Rule 15Ga-1(c)(2)(ii) ¨
| x | Rule 15Ga-2 under the Exchange Act (17 CFR 240.15Ga-2) |
Central Index Key Number of securitizer: 0001979130
Adams Outdoor Advertising Limited Partnership
(Exact name of issuing entity as specified in its charter)
Central Index Key Number of issuing entity (if applicable): 0001011976
Central Index Key Number of underwriter (if applicable): Not applicable
Kevin Gleason – President & CEO, 770.333.0399
Name and telephone number, including area code, of the person to contact in connection with this filing
PART II: FINDINGS AND CONCLUSIONS OF THIRD-PARTY DUE DILIGENCE REPORTS
| Item 2.01 | Findings and Conclusions of a Third Party Due Diligence Report Obtained by the Issuer |
Attached as Exhibit 99.1 hereto is the Independent Advisor’s Report on Applying Agreed-Upon Procedures, dated June 30, 2023, obtained by the securitizer, with respect to certain agreed-upon procedures performed by a third-party due diligence provider.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the reporting entity has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 5, 2023
| AOA Management Company Limited Partnership | ||
| (securitizer) | ||
| By: Adams Outdoor GP, LLC, its general partner | ||
|
By: |
/s/ Kevin Gleason | |
| Name: | Kevin Gleason | |
| Title: | President & CEO | |
EXHIBIT INDEX
|
Exhibit |
Description | |
| Exhibit 99.1 | Independent Advisor’s Report on Applying Agreed-Upon Procedures, dated June 30, 2023. | |
Exhibit 99.1
|
1166 Avenue of the Americas |
| 15th Floor | |
| New York, NY 10036 | |
| Tel: +1 212 247 1010 | |
| www.fticonsulting.com |
June 30, 2023
Mr. Evan M. Raine
Chief Financial Officer
Adams Outdoor Advertising
3801 Capital City Blvd.
Lansing, MI 48906
and
Barclays Capital Inc.
745 Seventh Avenue
New York, NY 10019
Independent Advisor’s Report
on Applying Agreed-Upon Procedures
Ladies and Gentlemen:
We have performed the procedures enumerated below, which were agreed to by the addressees (the “Specified Users”), with respect to a portfolio of billboard assets in conjunction with the proposed offering of Adams Outdoor Advertising Limited Partnership Secured Billboard Revenue Notes, Series 2023-1 (the “Transaction”). Adams Outdoor Advertising Limited Partnership (the “Issuer” and together with any subsidiaries or affiliates, “Adams” or the “Company”) is responsible for the completeness and accuracy of the information provided to us upon which we relied in forming our findings. The sufficiency of these procedures is solely the responsibility of the Specified Users. Consequently, we make no representations regarding the sufficiency of the procedures described below either for the purpose for which this report has been requested or for any other purpose.
Unless otherwise indicated, the following conventions have been adopted in presenting our procedures and findings:
| · | The term “compared” means compared to, verified mathematical accuracy, if applicable, and found to be in agreement with, unless otherwise noted. |
| · | The term “recomputed” means calculated and found to be in agreement with, unless otherwise noted. |
| I. | Comparisons and Recomputations of Certain Billboard Asset Attributes |
| 1. | On May 31, 2023, we were provided by Barclays Capital Inc. (“Barclays”), on behalf of the Company, with a computer-generated data tape of Adams’ billboard assets that were active as of March 31, 2023 (the “Cut-Off Date”) and which contained certain attributes, as delineated in Exhibit I (the “Data Tape”). On June 27, 2023, Barclays on behalf of the Company, provided us with an updated data tape that reflected certain modifications made to the Data Tape which contained certain billboard asset attributes with respect to 10,207 billboard assets (the “Final Data Tape”). |
| 2. | Representatives of the Issuer initially non-statistically selected 100 billboard assets from the Data Tape that were operational as of the Cut-Off Date for FTI’s detailed testing (the “Sample Selection”). |
June 30, 2023
Page 2
| 3. | For each billboard asset within the Sample Selection, we compared the attributes listed in Exhibit I as per the Data Tape to corresponding documents as identified in Exhibit I, all of which were provided by the Company. The results of our analysis have been summarized in Exhibit II. |
******
We make no representations as to (i) the accuracy of the information set forth in the Data Tape or the Final Data Tape, (ii) the actual characteristics or existence of the underlying documents or data comprising the billboard assets underlying the Data Tape, or the Final Data Tape (other than with respect to the procedures described herein relating to the Sample Selections) or the conformity of their respective attributes with those assumed for purposes of the procedures described herein, (iii) the existence or ownership of the lease agreements and related documentation, or (iv) whether any of the documents provided to us by representatives of the Issuer are comprehensive and valid instruments. Also, such procedures would not necessarily reveal any material misstatement of the information referred to above. This report relates only to the items specified above and does not extend to the Issuer’s financial statements for any date or period.
We were not engaged to and did not perform an examination, the objective of which would be the expression of an opinion on the information referred to above. Accordingly, we do not express such an opinion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you.
This report is intended solely for the information and use of the Specified Users and is not intended to be and should not be used by anyone other than the Specified Users without our prior written consent. It is not to be circulated, quoted, or otherwise referred to, without our prior consent, for any other purpose, nor is it to be filed with or referred to in whole or in part in any other document.
Yours truly,
June 30, 2023
Page 3
Exhibit I
Agreed Upon Procedures
| A. | Using non-statistical sampling techniques, representatives of the Issuer non-statistically select 50 bulletins, 30 posters, and 20 digital assets from the Data Tape and FTI perform the following procedures: |
| Data Tape Element | Procedure |
| Site ID | Compared to Ad Manager computer system |
| Adams Outdoor Advertising Market | Compared to Ad Manager computer system |
| Site State | Agree to applicable state permit / ground lease agreement, mortgage, warranty, or easement documentation or Ad Manager computer system |
| Billboard Asset Type | Compared to Ad Manager computer system, if Custom Bulletin counts as Bulletin |
| Site Address | Compared to applicable state permit / ground lease agreement, mortgage, warranty or easement documentation |
| Trailing Twelve Month Static or Digital Revenue | Agree to ‘Faces’ system data pull |
| Lease Type | Compared to applicable state permit / ground lease agreement, mortgage, warranty or easement documentation |
| Lease Term | Compared to Ad Manager computer system |
June 30, 2023
Page 4
Exhibit II
Data Tape Testing Summary of Results
Using non-statistical sampling techniques, representatives of the Issuer selected 100 billboard assets from the Data Tape and we tested specific attributes as detailed in Exhibit I included herein.
| 1. | Site ID (100 Selections Tested) |
FTI identified no errors during our testing of the Site ID.
Notes and Consideration: FTI compared the Site ID to the Ad Manager Computer System.
| 2. | Adams Outdoor Advertising Market (100 Selections Tested) |
FTI identified no errors during our testing of the Adams Outdoor Advertising Market.
Notes and Consideration: FTI compared the Adams Outdoor Advertising Market to the Ad Manager Computer System.
| 3. | Site State (100 Selections Tested) |
FTI identified no errors during our testing of the Site State.
Notes and Consideration: FTI agreed the Site State to the applicable state permit / ground lease agreement, mortgage, warranty, easement documentation or Ad Manager Computer System.
| 4. | Billboard Asset Type (100 Selections Tested) |
FTI identified no errors during our testing of the Billboard Asset Type.
Notes and Consideration: FTI compared the Billboard Asset Type to the Ad Manager Computer System. If the Billboard Asset Type was listed as “Custom Bulletin” per the Data Tape, FTI agreed to “Bulletin” in the Ad Manager Computer System.
| 5. | Site Address (100 Selections Tested) |
FTI identified no errors during our testing of the Site Address.
Notes and Consideration: FTI compared the Site Address to the applicable state permit / ground lease agreement, mortgage, warranty or easement documentation.
June 30, 2023
Page 5
| 6. | Trailing Twelve Month Static or Digital Revenue (100 Selections Tested) |
FTI identified 66 discrepancies during our testing of the Trailing Twelve-Month Static or Digital Revenue.
Notes and Consideration: FTI agreed Trailing Twelve Month Static or Digital Revenue to the ‘Faces’ system data pull. Per Management, the discrepancies were the result of erroneously including an extra day in the original system download for the trailing twelve-month revenue. As these discrepancies were corrected in the Final Data Tape, no exceptions were noted for testing purposes.
| 7. | Lease Type (100 Selections Tested) |
FTI identified no errors during our testing of the Lease Type.
Notes and Consideration: FTI compared Lease Type to the applicable state permit / ground lease agreement, mortgage, warranty or easement documentation.
| 8. | Lease Term (100 Selections Tested) |
FTI identified 10 discrepancies during our testing of the Lease Term.
| # | Lease
Term per Data Tape |
Lease
Term per Supporting Documentation |
Corrected per (Yes or No) |
| 1 | 12/31/2036 | 12/31/2031 | Yes |
| 2 | 2/28/2022 | 12/31/2100 | Yes |
| 3 | 6/30/2023 | 6/30/2026 | Yes |
| 4 | 8/31/2031 | 3/31/2031 | Yes |
| 5 | 6/30/2034 | 8/31/2034 | Yes |
| 6 | 6/30/2032 | 4/30/2032 | Yes |
| 7 | 9/30/2031 | 9/30/2023 | Yes |
| 8 | 10/31/2023 | 10/31/2042 | Yes |
| 9 | 12/31/2024 | 12/31/2023 | Yes |
| 10 | 6/30/2023 | 6/30/2026 | Yes |
Notes and Consideration: FTI compared Lease Term to the Ad Manager Computer System. Per Management, the discrepancies listed above were all attributed to database inputting errors. Additionally, for #2 above, the Company exercised a perpetual easement on the property. As such, the Company listed the lease term as 12/31/2100. Since these discrepancies were corrected in the Final Data Tape, no exceptions were noted for testing purposes.