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)  ☐

 

☒

Rule 15Ga-2 under the Exchange Act (17 CFR 240.15Ga-2)

Central Index Key Number of depositor:     0001570213

 

 

FCI Funding 2019-1, LLC

(Exact name of issuing entity as specified in its charter)

 

 

Central Index Key Number of issuing entity (if applicable):     N/A

Central Index Key Number of underwriter (if applicable):     N/A

John Finch, (904) 224-1201

Name and telephone number, including area code, of the person to contact in connection with this filing

 

 

 

Item 2.01 Findings and Conclusions of a Third Party Due Diligence Report Obtained by the Issuer

Attached as Exhibit 99.1 hereto is an agreed-upon procedures report, dated March 10, 2019, of KPMG LLP, obtained by the issuer, which report sets forth the findings and conclusions, as applicable, of KPMG LLP with respect to certain agreed upon procedures performed by KPMG LLP.

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.

FCI Funding 2019-1, LLC

 

  By: FIG Capital Investments, LLC, its Member

 

   /s/ John Finch
  Name:    John Finch
  Title:    Chief Executive Officer

Date: March 13, 2019

EXHIBIT INDEX

 

Exhibit
Number

   

Description

99.1    Agreed-upon procedures report, dated March 10, 2019, of KPMG LLP.

Exhibit 99.1

 

LOGO   

 

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Independent Accountants’ Report on Applying Agreed-Upon Procedures

Finch Investment Group, LLC (the “Company”)

Capital One Securities, Inc.

MUFG Securities Americas Inc.

(together, the “Specified Parties”)

 

Re:

FCI Funding 2019-1, LLC – Data File Procedures

We have performed the procedures described below, which were agreed to by the Specified Parties, on the specified attributes identified by the Company in two electronic data files entitled “FIG 2019-1 Data Tape 20190131.xlsb” and “383 FIG 2019-1 Data File 20190131 (Without Ohio).xlsb” provided by the Company on February 5, 2019 and February 8, 2019, respectively, containing certain information related to 62,385 Tax Liens as of January 31, 2019 (together, the “Data File”), which we were informed are intended to be included as collateral in the offering of FCI Funding 2019-1, LLC. The Company is responsible for the specified attributes identified by the Company in the Data File. The sufficiency of these procedures is solely the responsibility of the Specified Parties. Consequently, we make no representation 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 definitions have been adopted in presenting our procedures and findings:

 

  •  

The term “compared” means compared to the information shown and found it to be in agreement, unless otherwise noted. Such compared information was deemed to be in agreement if differences were within the materiality threshold.

 

  •  

The term “recomputed” means recalculated and compared the result to the information shown and found it to be in agreement, unless otherwise noted. Such recomputed information was deemed to be in agreement if differences were within the materiality threshold.

 

  •  

The term “materiality threshold” means that dollar amounts and numbers of days were within $1.00 and one (1) day, respectively.

 

  •  

The term “Tax Liens” means a pool of tax liens related to unpaid real property taxes, assessments, and other charges secured by real property located in the States of Arizona, Colorado, Connecticut, Florida and New Jersey.

 

  •  

The term “Cutoff Date” means January 31, 2019.

 

  •  

The term “District Listing” means an electronic data file entitled “District Listing Updated.pdf” provided by the Company, containing the list of counties within states where the Tax Liens are located.

 

  •  

The term “Historical LIBOR Curve” means historical LIBOR information from May 1, 2007 to present, which we were instructed by the Company to download from the Wall Street Journal website at http://www.wsj.com/mdc/public/page/2_3020-libor-20181101.html?mod=mdc_pastcalendar on February 18, 2019.

LOGO

 

 

  •  

The term “Property Type Mapping Information” means electronic mail correspondence from the Company on February 22, 2019, which contained information related to the property type mapping methodology.

 

  •  

The term “Table of Equalized Valuations” means the equalized ratio (used to calculate Market Value) for each county in New Jersey, which we were instructed by the Company to download from the New Jersey Treasury website at https://www.state.nj.us/treasury/taxation/pdf/lptval/2018/AllCounties.pdf

 

  •  

The term “State Interest and Penalty Information” means an electronic data file entitled “State Rules.pdf” provided by the Company, containing information related to states’ interest and penalty rates.

 

  •  

The term “FIG Servicing System” means the Company’s internal servicing system used to service and maintain the Tax Liens.

 

  •  

The term “Lien File” refers collectively to the sources listed in Exhibit A for each Selected Tax Lien (defined below). The Lien File, furnished to us by the Company, was represented to be either the original Lien File or a copy of the original Lien File.

 

A.

We were instructed by the Company to randomly select a sample of 150 Tax Liens from the Data File (the “Selected Tax Liens,” as listed in Exhibit B). For purposes of this procedure, the Company did not inform us as to the basis for how they determined the number of Tax Liens that we were instructed to randomly select from the Data File.

 

B.

For each Selected Tax Lien, we compared the specified attributes in the Data File to the corresponding information on the respective Lien File as described below. The Specified Parties indicated that the absence of any of the noted documents or the inability to agree the indicated information from the Data File to the Lien File for each of the attributes identified, utilizing instructions provided by the Company (as applicable) indicated below, constituted an exception, except for Address and Property Type as described below.

 

Attributes

   

Lien File/Instructions

Purchase Date

    Assignment of Property Tax Lien, Certificate of Sale, County Tax Collector Report, County Tax Lien Sale System, FIG Servicing System

Tax Year

    Certificate of Sale, County Property Appraiser, County Tax Collector Report, County Tax Lien Sale System, County Treasurer Certificate, FIG Servicing System, Treasurer Tax Payment

Bankrupt

    The Company informed us that none of the Selected Tax lien is in bankruptcy and a value of “N” in the “BANKRUPTCY_ FLAG” field in the Data File indicated that such Selected Tax Lien is not in bankruptcy. We observed that the “BANKRUPTCY_FLAG” field contained an “N” for all Selected Tax Liens.

 

2

LOGO

 

Attributes

   

Lien File/Instructions

Address   

Certificate of Sale, City Report, County Property Appraiser, County Tax Collector Report, County Tax Lien Sale System, County Treasury Information, FIG Servicing System (each, an “Address Lien File”)

 

When the “FULL_PROPERTY_ADDRESS” field in the Data File indicated “Unassigned,” we were instructed by the Company to compare the parcel number contained on the respective Address Lien File to the “PARCEL_NUMBER” field in the Data File.

 

For Selected Tax Lien #122, we observed a notation of “Confidential per FL Statue” on the County Tax Collector Report. The Company instructed us to not consider this as an exception as by Florida Statute the address cannot be listed on the respective Address Lien File.

County    Certificate of Sale, County Property Appraiser, County Tax Collector Report, District Listing, County Treasury Information
State    Certificate of Sale, County Property Appraiser, County Tax Collector Report, County Treasury Information, District Listing
Property Type   

County Property Appraiser, County Tax Collector Report, County Treasury Information, FIG Servicing System, Property Type Mapping Information

 

For Selected Tax Lien #122, we observed a notation of “Confidential per FL Statue” on the County Tax Collector Report. The Company instructed us to not consider this as an exception as by Florida Statute the address cannot be listed on the County Tax Collector Report

Current Interest Rate   

Certificate of Sale, City Report, County Property Appraiser, County Tax Collector Report, County Tax Lien Sale System, County Treasury Information, FIG Servicing System, State Interest and Penalty Information

 

For Selected Tax Liens in Colorado, we were instructed by the Company to recalculate the Current Interest Rate using the historical LIBOR rate from the Historical LIBOR Curve as of the purchase month of the Selected Tax Lien plus 9%.

Current Penalty Rate    State Interest and Penalty Information.
Tax Amount    Assignment of Property Tax Lien, Certificate of Sale, City Report, County Property Appraiser, County Tax Collector Report, County Tax Lien Sale System, FIG Servicing System
Overbid Amount    Certificate of Sale, FIG Servicing System.

 

3

LOGO

 

Attributes

   

Lien File/Instructions

Reimbursable Fees/Recomputed Reimbursable Fees   

“Premium” field and “Recording” field on Certificate of Sale, Recording Fee Information, FIG Servicing System.

 

For Selected Tax Liens with multiple Reimbursable Fees as shown in the FIG Servicing System, we were instructed by the Company to recompute the Reimbursable Fees by adding the total amount under the “Premium” and “Recording” categories on the FIG Servicing System.

Market Value/Recomputed Market Value   

City Report, County Property Appraiser, County Tax Collector Report, County Tax Record, County Treasury Information, FIG Servicing System, County Assessor Report, (together, the “Market Value Lien Files”) and instructions provided by the Company

 

For Selected Tax Liens in New Jersey, we were instructed by the Company to recompute the Market Value by dividing the Assessed Value stated on the Market Value Lien Files by the corresponding county’s equalized ratio on the Table of Equalized Valuations.

Recomputed Interest Amount    Recompute using instructions provided by the Company, described below. 1
Recomputed Penalty Amount    Recompute using instructions provided by the Company, described below. 2
Recomputed Redemptive Value    Recompute using instructions provided by the Company, described below. 3
Recomputed Combined OLTV    Recompute using instructions provided by the Company, described below. 4

 

1.

For purposes of comparing Interest Amount, we were instructed by the Company to recompute the Interest Amount (the “Recomputed Interest Amount”) by (i) multiplying the “TOTAL_UNPAID_PURCHASE_ AMOUNT” field by the “REDEMPTIVE_INTEREST_RATE” field in the Data File, and (ii) subtracting the sum of “REDEMPTIVE_FEES_DUE” field and “REDEMPTIVE_PENALTY_DUE” field in the Data File from step (i). We compared the Recomputed Interest Amount to the “REDEMPTIVE_INTEREST_DUE” field in the Data File.

 

2.

For purposes of comparing Penalty Amount, we were instructed by the Company to recompute the Penalty Amount (the “Recomputed Penalty Amount”) by multiplying the “TOTAL_UNPAID_TAX_LIEN_AMOUNT” field by the “PENALTY_RATE” field in the Data File. We compared the Recomputed Penalty Amount to the “REDEMPTIVE_PENALTY_DUE” field in the Data File.

 

3.

For purposes of comparing Redemptive Value, we were instructed by the Company to recompute the Redemptive Value (the “Recomputed Redemptive Value”) by adding (i) the greater of the “TOTAL_UNPAID_ TAX_LIEN_AMOUNT” field and the “TOTAL_UNPAID_PURCHASE_AMOUNT” field in the Data File, and (ii) the Recomputed Interest Amount. We compared the Recomputed Redemptive Value to the “REDEMPTIVE_VALUE” field in the Data File.

 

4

LOGO

 

 

4.

For purposes of comparing Combined OLTV, we were instructed by the Company to recompute the Combined OLTV (“Recomputed Combined OLTV”) by dividing the “REDEMPTIVE_VALUE” field by the “ACCESSED_VALUE” field in the Data File. We compared the Recomputed Combined OLTV to the “REDEMPTIVE_OLTV” field in the Data File.

The information regarding the Selected Tax Liens was found to be in agreement with the respective information contained on the Lien Files, except as listed in Exhibit C. There were no conclusions that resulted from the procedures.

This agreed-upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. We were not engaged to, and did not, conduct an examination or review, the objective of which would be the expression of an opinion or conclusion, respectively, on the specified attributes identified by the Company in the Data File. Accordingly, we do not express such an opinion or conclusion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to the Specified Parties.

The procedures performed were applied based on information included in the Data File, the Lien Files, and instructions provided by the Company, without verification or evaluation of such information or instructions by us; therefore, we express no opinion or any other form of assurance regarding (i) the physical existence of the Tax Liens, (ii) the reasonableness of the instructions provided by the Company, (iii) the reliability or accuracy of the Lien Files which were used in our procedures, or (iv) matters of legal interpretation.

The procedures performed were not intended to address, nor did they address: (i) the conformity of the origination of the Tax Liens to stated underwriting or credit extension guidelines, standards, criteria or other requirements, (ii) the value of collateral securing any such Tax Liens being securitized, (iii) the compliance of the originator of the Tax Liens with federal, state, and local laws and regulations, or (iv) any other factor or characteristic of the Tax Liens that would be material to the likelihood that the issuer of the asset-backed security will pay interest and principal in accordance with applicable terms and conditions. The procedures performed were not intended to satisfy any criteria for due diligence published by a nationally recognized statistical rating organization (“NRSRO”).

The terms of our engagement are such that we have no obligation to update this report because of events and transactions that may subsequently occur.

This report is intended solely for the information and use of the Specified Parties. It is not intended to be and should not be used by any other person or entity, including investors and NRSROs, who are not identified in the report as the Specified Parties but may have access to this report as required by law or regulation.

/s/KPMG LLP

Irvine, CA

March 10, 2019

 

5

Exhibit A – Lien File Documents

 

1.

Assignment of Property Tax Lien

 

2.

County Tax Collector Report

 

3.

County Assessor Report

 

4.

County Tax Lien Sale System

 

5.

County Tax Record

 

6.

County Treasury Information

 

7.

County Treasurer Certificate

 

8.

County Property Appraiser

 

9.

Certificate of Sale

 

10.

City Report

 

11.

District Listing

 

12.

FIG Servicing System

 

13.

Historical LIBOR Curve

 

14.

Property Type Mapping Information

 

15.

Recording Fee Information

 

16.

State Interest and Penalty Information

 

17.

Table of Equalized Valuations

 

18.

Treasurer Tax Payment

Exhibit B – The Selected Tax Liens

 

Selected Tax

Lien Number

   

Selected Tax

Lien ID

   

Selected Tax

Lien Number

   

Selected Tax

Lien ID

   

Selected Tax

Lien Number

   

Selected Tax

Lien ID

  1

    2019001    51    2019051    101    2019101

  2

    2019002    52    2019052    102    2019102

  3

    2019003    53    2019053    103    2019103

  4

    2019004    54    2019054    104    2019104

  5

    2019005    55    2019055    105    2019105

  6

    2019006    56    2019056    106    2019106

  7

    2019007    57    2019057    107    2019107

  8

    2019008    58    2019058    108    2019108

  9

    2019009    59    2019059    109    2019109

10

    2019010    60    2019060    110    2019110

11

    2019011    61    2019061    111    2019111

12

    2019012    62    2019062    112    2019112

13

    2019013    63    2019063    113    2019113

14

    2019014    64    2019064    114    2019114

15

    2019015    65    2019065    115    2019115

16

    2019016    66    2019066    116    2019116

17

    2019017    67    2019067    117    2019117

18

    2019018    68    2019068    118    2019118

19

    2019019    69    2019069    119    2019119

20

    2019020    70    2019070    120    2019120

21

    2019021    71    2019071    121    2019121

22

    2019022    72    2019072    122    2019122

23

    2019023    73    2019073    123    2019123

24

    2019024    74    2019074    124    2019124

25

    2019025    75    2019075    125    2019125

26

    2019026    76    2019076    126    2019126

27

    2019027    77    2019077    127    2019127

28

    2019028    78    2019078    128    2019128

29

    2019029    79    2019079    129    2019129

30

    2019030    80    2019080    130    2019130

31

    2019031    81    2019081    131    2019131

32

    2019032    82    2019082    132    2019132

33

    2019033    83    2019083    133    2019133

34

    2019034    84    2019084    134    2019134

35

    2019035    85    2019085    135    2019135

36

    2019036    86    2019086    136    2019136

37

    2019037    87    2019087    137    2019137

38

    2019038    88    2019088    138    2019138

39

    2019039    89    2019089    139    2019139

40

    2019040    90    2019090    140    2019140

41

    2019041    91    2019091    141    2019141

42

    2019042    92    2019092    142    2019142

43

    2019043    93    2019093    143    2019143

44

    2019044    94    2019094    144    2019144

45

    2019045    95    2019095    145    2019145

46

    2019046    96    2019096    146    2019146

47

    2019047    97    2019097    147    2019147

48

    2019048    98    2019098    148    2019148

49

    2019049    99    2019099    149    2019149

50

    2019050    100    2019100    150    2019150

Note: The Company has assigned a unique Lien ID number to each tax lien in the Data File. The Selected Tax Lien IDs referred to in this Exhibit are not the Tax Lien numbers.

Exhibit C – Exception List

 

Selected Tax

Lien Number

   

Selected

Tax Lien ID

   

Attribute

   

Per Data File

   

Per Lien File

40    2019040    Tax Year    2018    2017
47    2019047    Market Value    $173,615.71    $157,400.00
59    2019059    Address    17402 [Redacted]    17404 [Redacted]
72    2019072    Property Type    Commercial    Residential
80    2019080    Market Value    $15,197.00    $13,094.00