EX-99.1 2 d911136dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

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KPMG LLP

Suite 700

20 Pacifica

Irvine, CA 92618-3391

Independent Accountants’ Agreed-Upon Procedures Report

Bankers Healthcare Group, LLC (the “Company”)

Truist Securities, Inc. (the “Structuring Agent”)

Goldman Sachs & Co. LLC

Capital One Securities, Inc.

Regions Securities LLC

FHN Financial Securities Corp.

BMO Capital Markets Corp.

(together, the “Specified Parties”)

Re: BHG Securitization Trust 2024-1CON – Data File Procedures

We have performed the procedures described below on the specified attributes in (i) an electronic data file entitled “BHG ABS 2024-1CON AUP Tape 01082024.xlsx,” provided by the Company on January 8, 2024, containing information on 2,220 unsecured consumer loans (the “Loans”) as of January 7, 2024 (the “Initial Data File”), and (ii) an electronic data file entitled “BHG ABS 2024-1CON AUP Tape v2 02232024.xlsx,” provided by the Company on February 23, 2024, containing information on 465 additional Loans as of February 21, 2024 (the “Incremental Data File,” and together with the Initial Data File, the “Data File”), which we were informed are intended to be included as collateral in the offering by BHG Securitization Trust 2024-1CON. The Company is responsible for the specified attributes identified by the Company in the Data File.

The Specified Parties have agreed to and acknowledged that the procedures performed are appropriate to meet their intended purpose of assisting specified parties in evaluating the accuracy of the specified attributes in the Data File. This report may not be suitable for any other purpose. No other parties have agreed to or acknowledged the appropriateness of these procedures for the intended purpose or any other purpose.

The procedures performed may not address all the items of interest to a specified party of this report and may not meet the needs of all specified parties of this report and, as such, specified parties are responsible for determining whether the procedures performed are appropriate for their purposes. We make no representation regarding the appropriateness of the procedures either for the intended purpose or for any other purpose.

Unless otherwise stated, 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 stated. Such compared information was deemed to be in agreement if differences were within the reporting threshold.

 

   

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

 

   

The term “reporting threshold” means that dollar amounts and percentages were within $1.00 and 0.1%, respectively.

 

   

The term “Loan Agreement” means the following information provided by the Company: Financing Agreement, Loan Summary, Cash Flow Calculation, Application for Credit, Credit Report, and/or Verification of Funding.

 

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KPMG LLP, a Delaware limited liability partnership and a member firm of

the KPMG global organization of independent member firms affiliated with

KPMG International Limited, a private English company limited by guarantee.

  


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The term “Loan Documents” means the following information sources provided by the Company:

 

 

Loan Agreement

 

 

Promissory Note

The Loan Documents were represented by the Company to be either the original Loan Documents, a copy of the original Loan Documents, and/or electronic records contained within the Company’s servicing systems. We make no representation regarding the validity or accuracy of these documents or the execution of the Loan Documents by the borrower.

 

   

The term “Company’s Asset System Files” means two (2) electronic data files entitled “BHG ABS 2024-1CON Asset System File 01092024.xlsx” and “BHG ABS 2024-1CON Asset System File v2 02232024.xlsx,” provided by the Company on January 9, 2024, and February 23, 2024, respectively, containing: ApplicationNum, RiskGrade, DTI, Income, FICO, APR, yearsinindustry, Industry, Specialty, AcquisitionChannel, PastDueDays, Balance, UCCFlag, RepeatBorrower, DeferralEndDate, FundDate, and TermRemaining for the Selected Loans (defined below) from the Company’s asset system of record.

 

   

The term “Provided Information” means the Loan Documents and Company’s Asset System Files.

The procedures we were instructed by the Company to perform, and the associated findings are as follows:

 

A.

We randomly selected a sample of (i) 150 Loans from the Initial Data File, and (ii) 10 Loans from the Incremental Data File for a total of 160 Loans (the “Selected Loans”). A listing of the Selected Loans is attached hereto as Exhibit A. For purposes of this procedure, the Company did not inform us of the basis they used to determine the number of Loans we were instructed to randomly select from the Initial Data File or Incremental Data File.

 

B.

For each Selected Loan, we compared the specified attributes in the Data File listed below to or using the corresponding information included in the Provided Information. The Specified Parties indicated that the absence of any of the information in the Provided Information or the inability to agree the indicated information from the Data File to the Provided Information for each of the attributes identified constituted an exception.

The Provided Information is listed in the order of priority.

 

   

Attribute

  

Provided Information

     ApplicationNum    Loan Agreement, Promissory Note, Company’s Asset System Files
  LoanType    Loan Agreement, Promissory Note
  TotalFinanceAmount    Loan Agreement, Promissory Note
  Term    Loan Agreement, Promissory Note
  Rate    Loan Agreement, Promissory Note
  Payment    Loan Agreement, Promissory Note
  FirstPaymentDate    Loan Agreement, Promissory Note
  RiskGrade    Company’s Asset System Files
  DTI    Loan Agreement, Promissory Note, Company’s Asset System Files

 

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Attribute

  

Provided Information

  guarantorstatecode    Loan Agreement, Promissory Note
  Income    Loan Agreement, Promissory Note, Company’s Asset System Files
     FICO    Loan Agreement, Promissory Note, Company’s Asset System Files
  APR    Loan Agreement, Promissory Note, Company’s Asset System Files
  yearsinindustry    Company’s Asset System Files
  Industry    Company’s Asset System Files
  Specialty    Company’s Asset System Files
  AcquisitionChannel    Company’s Asset System Files
  PastDueDays    Company’s Asset System Files
  Balance    Company’s Asset System Files
  UCCFlag    Company’s Asset System Files
  RepeatBorrower    Company’s Asset System Files
  DeferralEndDate    Company’s Asset System Files
  FundDate    Company’s Asset System Files
  TermRemaining    Company’s Asset System Files

We were engaged by the Company to perform this agreed-upon procedures engagement and conducted our engagement in accordance with attestation standards established by the American Institute of Certified Public Accountants, which involves us performing the specific procedures agreed to and acknowledged above and reporting on findings based on performing those procedures. 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 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.

We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements related to our agreed-upon procedures engagement.

The procedures performed were applied based on the information included in the Data File and Provided Information, without verification or evaluation of such information by us; therefore, we express no opinion or any other form of assurance regarding (i) the reasonableness of the information provided to us by the Company, (ii) the physical existence of the Loans, (iii) the reliability or accuracy of the Provided Information which was 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 Loans to stated underwriting or credit extension guidelines, standards, criteria or other requirements, (ii) the value of collateral securing any such Loans being securitized, (iii) the compliance of the originator of the Loans

 

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with federal, state, and local laws and regulations, or (iv) any other factor or characteristic of the Loans that would be material to the likelihood that the issuer of the notes 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 the nationally recognized statistical rating organizations (“NRSROs”).

The terms of our engagement are such that we have no responsibility to update this report because of events and circumstances 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 or the 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.

 

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Irvine, California

February 28, 2024

 

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Exhibit A

The Selected Loans

 

Selected   Loan   Selected   Loan   Selected   Loan
Loan   Application   Loan   Application   Loan   Application

Number

 

Number

 

Number

 

Number

 

Number

 

Number

1

 

xxx04619

  31  

xxx72484

  61  

xxx52449

2

 

xxx38372

  32  

xxx11152

  62  

xxx70329

3

 

xxx15141

  33  

xxx80980

  63  

xxx45125

4

 

xxx18725

  34  

xxx83391

  64  

xxx81045

5

 

xxx80534

  35  

xxx09135

  65  

xxx45110

6

 

xxx02936

  36  

xxx69910

  66  

xxx21059

7

 

xxx07315

  37  

xxx78150

  67  

xxx17318

8

 

xxx26751

  38  

xxx19278

  68  

xxx89880

9

 

xxx60990

  39  

xxx58707

  69  

xxx60045

10

 

xxx25092

  40  

xxx26744

  70  

xxx35425

11

 

xxx00463

  41  

xxx34393

  71  

xxx74836

12

 

xxx17641

  42  

xxx11280

  72  

xxx19694

13

 

xxx20037

  43  

xxx28712

  73  

xxx13520

14

 

xxx47725

  44  

xxx30775

  74  

xxx81846

15

 

xxx16153

  45  

xxx82313

  75  

xxx84318

16

 

xxx09909

  46  

xxx38862

  76  

xxx79409

17

 

xxx44082

  47  

xxx29033

  77  

xxx18215

18

 

xxx37861

  48  

xxx51723

  78  

xxx41171

19

 

xxx53332

  49  

xxx76505

  79  

xxx75988

20

 

xxx16182

  50  

xxx23797

  80  

xxx16779

21

 

xxx33789

  51  

xxx36367

  81  

xxx23732

22

 

xxx86788

  52  

xxx14913

  82  

xxx62771

23

 

xxx79421

  53  

xxx37506

  83  

xxx71947

24

 

xxx72216

  54  

xxx26251

  84  

xxx57986

25

 

xxx03846

  55  

xxx02914

  85  

xxx34330

26

 

xxx39152

  56  

xxx82884

  86  

xxx16094

27

 

xxx29902

  57  

xxx66512

  87  

xxx37750

28

 

xxx19269

  58  

xxx02705

  88  

xxx42503

29

 

xxx13163

  59  

xxx31971

  89  

xxx30867

30

 

xxx46571

  60  

xxx40446

  90  

xxx62139

 

A-1


Selected       Selected       Selected   Loan
Loan   Loan Application   Loan   Loan Application   Loan   Application

Number

 

Number

 

Number

 

Number

 

Number

 

Number

91

 

xxx37264

  121  

xxx47353

  151  

xxx49347

92

 

xxx36217

  122  

xxx19800

  152  

xxx50292

93

 

xxx04768

  123  

xxx12251

  153  

xxx50579

94

 

xxx05582

  124  

xxx04701

  154  

xxx54420

95

 

xxx45590

  125  

xxx77361

  155  

xxx60519

96

 

xxx05674

  126  

xxx48408

  156  

xxx63561

97

 

xxx77921

  127  

xxx23135

  157  

xxx64275

98

 

xxx84084

  128  

xxx36734

  158  

xxx67937

99

 

xxx16203

  129  

xxx22901

  159  

xxx69151

100

 

xxx23629

  130  

xxx77249

  160  

xxx75145

101

 

xxx57173

  131  

xxx19303

   

102

 

xxx26889

  132  

xxx53365

   

103

 

xxx14454

  133  

xxx12809

   

104

 

xxx37404

  134  

xxx23174

   

105

 

xxx25485

  135  

xxx40684

   

106

 

xxx44478

  136  

xxx01577

   

107

 

xxx05493

  137  

xxx12341

   

108

 

xxx16302

  138  

xxx38035

   

109

 

xxx09508

  139  

xxx11584

   

110

 

xxx34702

  140  

xxx81667

   

111

 

xxx75561

  141  

xxx78483

   

112

 

xxx17663

  142  

xxx82560

   

113

 

xxx43784

  143  

xxx47365

   

114

 

xxx51474

  144  

xxx46352

   

115

 

xxx53679

  145  

xxx27634

   

116

 

xxx30762

  146  

xxx77887

   

117

 

xxx04048

  147  

xxx34087

   

118

 

xxx19171

  148  

xxx22515

   

119

 

xxx34519

  149  

xxx27388

   

120

 

xxx16744

  150  

xxx24132

   

 

A-2