Form ABS-15G - Asset-backed securitizer report pursuant to Section 15G

 

 

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: 0001538990

 

 

STORE MASTER FUNDING I, LLC

STORE MASTER FUNDING II, LLC

STORE MASTER FUNDING III, LLC

STORE MASTER FUNDING IV, LLC

STORE MASTER FUNDING V, LLC

STORE MASTER FUNDING VI, LLC

STORE MASTER FUNDING VII, LLC

STORE MASTER FUNDING XIV, LLC

STORE MASTER FUNDING XIX, LLC

STORE MASTER FUNDING XX, LLC

STORE MASTER FUNDING XXII, LLC

STORE MASTER FUNDING XXIV, LLC*

 

 

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

Central Index Key Number of underwriter (if applicable):

Chad A. Freed

[phone]

Name and telephone number, including area code, of the person

to contact in connection with this filing.

 

 

 

*	STORE Capital LLC, as sponsor/securitizer/depositor, is filing this Form ABS-15G in respect of the issuance of asset-backed securities by the above referenced issuing entities.

 

 

 

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INFORMATION TO BE INCLUDED IN THE REPORT

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

The disclosures required by Rule 15Ga-2 (17 C.F.R. 240.15Ga-2) are attached as an Exhibit to this Form ABS-15G.

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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.

 

STORE Capital LLC		(Securitizer)
Dated: March 28, 2024
/s/ Chad A. Freed		(Signature)
Chad A. Freed
Executive Vice President, Secretary and General Counsel

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EXHIBIT INDEX

 

Exhibit No.		Description
Exhibit 1		Report of Independent Accountants on Applying Agreed-Upon Procedures, dated March 28, 2024, of Ernst & Young LLP.

Exhibit 1

 

		Ernst & Young LLP One Manhattan West New York, NY 10001		Tel: [phone] Fax: [phone] ey.com

Report of Independent Accountants on Applying Agreed-Upon Procedures

STORE Capital LLC (the “Property Manager”)                      28 March 2024

STORE Master Funding I, LLC

STORE Master Funding II, LLC

STORE Master Funding III, LLC

STORE Master Funding IV, LLC

STORE Master Funding V, LLC

STORE Master Funding VI, LLC

STORE Master Funding VII, LLC

STORE Master Funding XIV, LLC

STORE Master Funding XIX, LLC

STORE Master Funding XX, LLC

STORE Master Funding XXII, LLC

STORE Master Funding XXIV, LLC

8377 East Hartford Drive, Suite 100

Scottsdale, Arizona 85255

 

Re:

STORE Master Funding I, LLC, STORE Master Funding II, LLC, STORE Master Funding III, LLC, STORE Master Funding IV, LLC, STORE Master Funding V, LLC, STORE Master Funding VI, LLC, STORE Master Funding VII, LLC, STORE Master Funding XIV, LLC, STORE Master Funding XIX, LLC, STORE Master Funding XX, LLC, STORE Master Funding XXII, LLC and STORE Master Funding XXIV, LLC (collectively, the “Issuers”)

Net-Lease Mortgage Notes, Series 2024-1 (the “Notes”)

We have performed the procedures enumerated in Attachment A, which were agreed to and acknowledged as appropriate by the Property Manager, Issuers, Atlas SP Securities, a division of Apollo Global Securities, LLC (the “Structuring Agent”) and Citigroup Global Markets Inc. (collectively, the “Specified Parties”), for the intended purpose of assisting the Specified Parties in evaluating the accuracy of certain information with respect to a pool consisting of (i) fee title to, and leasehold interests in ground leases on, commercial real estate properties (the “Owned Properties”) and (ii) each of the leases with respect to such Owned Properties and all payments required thereunder (the “Leases,” together with the Owned Properties, the “Collateral Pool”) relating to the Issuers’ securitization transaction. This report may not be suitable for any other purpose. The procedures performed may not address all of the items of interest to a user of the report and may not meet the needs of all users of the report and, as such, users are responsible for determining whether the procedures performed are appropriate for their purposes. The appropriateness of these procedures is solely the responsibility of the Specified Parties identified in this report. No other party acknowledged the appropriateness of the procedures. Consequently, we make no representation regarding the appropriateness of the procedures described in Attachment A, either for the purpose for which this report has been requested or for any other purpose.

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		Page 2 of 6

 

The procedures performed and our associated findings are included in Attachment A.

For the purpose of the procedures described in this report, the Property Manager, on behalf of the Issuers, provided us with, or instructed us to obtain, as applicable:

 

a.	Electronic data files:

 

i.

Labeled “Data Tape comparison to 2023.12.31_SP (3.19.2024).xlsx” and the corresponding record layout and decode information, as applicable, with a tab labeled “Data Tape 2023.01.31 ($750MM)” (the “2023-1 Data File”) that the Property Manager, on behalf of the Issuers, indicated contains information as of 31 January 2023 (the “2023-1 Statistical Cut-off Date”) relating to a pool consisting of fee title to, and leasehold interests in ground leases on, commercial real estate properties and each of the corresponding leases and all payments required thereunder (the “Related Series Owned Properties and Leases”),

 

ii.

Labeled “Data Tape 2023.12.31_S&P (3.8.2024).xlsx” and the corresponding record layout and decode information, as applicable, with a tab labeled “Data Tape 2023.12.31 (ABS)” (the “Data File”), that the Property Manager, on behalf of the Issuers, indicated contains information relating to the Owned Properties and Leases as of 31 December 2023 (the “Statistical Cut-off Date”),

 

iii.

Labeled “Data Tape 2023.12.31_S&P (FINAL).xlsx” and the corresponding record layout and decode information, as applicable, with a tab labeled “Data Tape 2023.12.31 (ABS)” (the “Updated Data File,” together with the Data File, the “Provided Data Files”), that the Property Manager, on behalf of the Issuers, indicated contains updated information relating to the Owned Properties and Leases as of the Statistical Cut-off Date,

 

iv.

Labeled “Portfolio TB 2.29.24.xls” and the corresponding record layout and decode information, as applicable (the “Investment Portfolio Trial Balance Schedule”), that the Property Manager, on behalf of the Issuers, indicated contains property ID (“Property ID”) information relating to each Owned Property and Lease,

 

v.

Labeled “Cash Flow Report.xlsx” and the corresponding record layout and decode information, as applicable (the “STORE Cash Flow Reports Schedule”), that the Property Manager, on behalf of the Issuers, indicated contains current consolidated payment information as of the Statistical Cut-off Date relating to certain Owned Properties and Leases and

 

vi.

Labeled “FCCR Report.xlsx” and the corresponding record layout and decode information, as applicable (the “Unit Financial Support Schedule,” together with the Investment Portfolio Trial Balance Schedule and STORE Cash Flow Reports Schedule, the “Source Schedules”), that the Property Manager, on behalf of the Issuers, indicated contains most recent aggregated unit FCCR information as of the Statistical Cut-off Date relating to certain Owned Properties and Leases,

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		Page 3 of 6

 

b.

Certain schedules and the corresponding record layout and decode information, as applicable (the “Exempt Lease Schedules”), that the Property Manager, on behalf of the Issuers, indicated contain certain information relating to the Related Series Owned Properties and Leases that have Sample Characteristic (as defined herein) values that have changed since the 2023-1 Statistical Cut-off Date,

 

c.	Imaged copies of the following items (collectively, the “Source Documents”):

 

i.

The lease agreement or master lease agreement, unconditional guaranty of payment and performance and any corresponding amendments, addendums, estoppels, assignment and assumptions, notice of name changes or other related documents (collectively and as applicable, the “Lease Agreement”),

 

ii.

The corporate guarantee or other related documents (collectively and as applicable, the “Corporate Guarantee”),

 

iii.

The credit memorandum and any corresponding schedules and addendums or other related documents (collectively and as applicable, the “Credit Memorandum”),

 

iv.

The appraisal and any appraiser supplied confirmations or other related documents (collectively and as applicable, the “Appraisal”),

 

v.

The settlement statement, purchaser’s statement, buyer/seller disbursement statement or other related documents (collectively and as applicable, the “Settlement Statement”),

 

vi.

The survey, additional survey, floor plan, site plan, tax lookup - property card or other related documents (collectively and as applicable, the “Survey”),

 

vii.

The zoning report (the “Zoning Report”),

 

viii.

The phase I environmental report (the “Phase I Environmental Report”),

 

ix.

The concept screenshot (the “Concept Screenshot”) and

 

x.

The signage screenshot (the “P0000989_Signage Approval”, that the Property Manager, on behalf of the Issuers, indicated related to the Samples 2024-1 Owned Property and Lease Number 6 (as defined herein),

as applicable, that the Property Manager, on behalf of the Issuers, indicated relate to each Sample 2024-1 Owned Property and Lease (as defined herein),

 

d.	A schedule and the corresponding record layout and decode information, as applicable (the “NAICS and SIC Code Schedule”), that the Property Manager, on behalf of the Issuers, indicated contains information relating to the sector and industry group for the Sample 2024-1 Owned Properties and Leases,

 

e.

A schedule and the corresponding record layout and decode information, as applicable (the “Industry Group Mapping Schedule,” together with the Source Schedules, Source Documents and NAICS and SIC Code Schedule, the “Sources”) that the Property Manager, on behalf of the Issuers, indicated contains industry group information relating to certain Sample 2024-1 Owned Properties and Leases,

 

f.	The list of relevant characteristics (the “Sample Characteristics”) on the 2023-1 Data File, Data File and Updated Data File, which are shown on Exhibit 1 to Attachment A,

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		Page 4 of 6

 

g.	The following list of certain Sample Characteristics:

 

i.

Tenant,

 

ii.

Industry group,

 

iii.

Concept,

 

iv.

Master lease,

 

v.

Personal guarantee,

 

vi.

Corporate guarantee,

 

vii.

Land FT,

 

viii.

Building FT,

 

ix.

Lease term start date,

 

x.

Lease expiration year,

 

xi.

Original lease term (months),

 

xii.

Initial lease rate,

 

xiii.

Rent increase type,

 

xiv.

Rent bump % cap,

 

xv.

Tenant purchase option (Y/N),

 

xvi.

Next lease renewal option date,

 

xvii.

Year built,

 

xviii.

Raw land value,

 

xix.

Appraisal date and

 

xx.

Consolidated appraised value,

(collectively, the “Variable Sample Characteristics”) and

 

h.	Instructions, assumptions and methodologies, which are described in Attachment A.

For the purpose of the procedures described in this report, the Structuring Agent, on behalf of the Issuers, provided us with a schedule (the “Sample 2024-1 Owned Properties and Leases Schedule”) that the Structuring Agent, on behalf of the Issuers, indicated contains a list of 50 Property ID’s corresponding to 50 Owned Properties and Leases on the Data File that are not Related Series Owned Properties and Leases (collectively, the “Sample 2024-1 Owned Properties and Leases”). The Structuring Agent, on behalf of the Issuers, did not inform us as to the basis for how they determined the number of Sample 2024-1 Owned Properties and Leases or the methodology they used to select the Sample 2024-1 Owned Properties and Leases from the Data File.

For the purpose of the procedures described in this report, the 50 Sample 2024-1 Owned Properties and Leases are referred to as Sample 2024-1 Owned Property and Lease Numbers 1 through 50.

For the purpose of the procedures described in this report, certain information contained on the Provided Data Files is the “Subject Matter” as of the date of this report.

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		Page 5 of 6

 

The procedures included in Attachment A were limited to comparing or recalculating certain information that is further described in Attachment A. The Issuers are responsible for the Subject Matter, 2023-1 Data File, Provided Data Files, Exempt Lease Schedules, Sources, Sample Characteristics, Variable Sample Characteristics, Sample 2024-1 Owned Properties and Leases Schedule and the determination of the instructions, assumptions and methodologies that are described herein. We were not requested to perform, and we have not performed, any procedures other than those listed in Attachment A. We have not verified, and we make no representation as to, the appropriateness, accuracy, completeness or reasonableness of the 2023-1 Data File, Exempt Lease Schedules, Sources, Sample 2024-1 Owned Properties and Leases Schedule or any other information provided to us, or that we were instructed to obtain, as applicable, by the Property Manager or Structuring Agent, on behalf of the Issuers, upon which we relied in forming our findings. Accordingly, we make no representation and express no opinion or conclusion as to (a) the existence of the Collateral Pool, (b) questions of legal or tax interpretation or (c) the appropriateness, accuracy, completeness or reasonableness of any instructions, assumptions and methodologies provided to us by the Property Manager or Structuring Agent, on behalf of the Issuers, that are described in this report. We undertake no responsibility to update this report for events and circumstances occurring after the date hereof.

This agreed-upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants (the “AICPA”). An agreed-upon procedures engagement involves the practitioner performing specific procedures that the Specified Parties have agreed to and acknowledged to be appropriate for the purpose of the engagement and reporting on findings based on the procedures performed. We were not engaged to, and did not, conduct an examination to express an opinion or a review to express a conclusion in accordance with attestation standards established by the AICPA on any of the items referred to herein. 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 you.

The agreed-upon procedures described in this report were not performed for the purpose of:

 

a.	Satisfying any criteria for due diligence published by a nationally recognized statistical rating organization (a “rating agency”) or

 

b.	Making any findings with respect to:

 

i.

Whether the origination of the Collateral Pool conformed to, or deviated from, stated underwriting or credit extension guidelines, standards, criteria, or other requirements,

 

ii.

The value of the collateral securing the Collateral Pool,

 

iii.

Whether the originator(s) of the Collateral Pool complied with federal, state or local laws or regulations or

 

iv.

Any other factor or characteristic of the Collateral Pool 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.

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		Page 6 of 6

 

We are required to be independent of the Property Manager and Issuers and to meet our other ethical responsibilities, as applicable, for agreed-upon procedures engagements set forth in the Preface: Applicable to All Members and Part 1 – Members in Public Practice of the Code of Professional Conduct established by the AICPA. Independence requirements for agreed-upon procedure engagements are less restrictive than independence requirements for audit and other attestation services.

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

 

/s/ Ernst & Young LLP

28 March 2024

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		Attachment A Page 1 of 4

 

Procedures performed and our associated findings

 

1.

For each Sample 2024-1 Owned Property and Lease, we compared the Sample Characteristics listed on Exhibit 1 to Attachment A, as shown on the Data File, to the corresponding information located in, or to the corresponding information we recalculated using information located in, the Sources and/or Data File, as applicable, subject to the instructions, assumptions and methodologies provided by the Property Manager, on behalf of the Issuers, described in the notes to Exhibit 1 to Attachment A and the succeeding paragraph(s) of this Item. Except for the information shown on Exhibit 2 to Attachment A, all such compared information was in agreement.

The Source(s) that we were instructed by the Property Manager, on behalf of the Issuers, to use for each Sample Characteristic are indicated on Exhibit 1 to Attachment A. Where more than one Source is listed for a Sample Characteristic, the Property Manager, on behalf of the Issuers, instructed us to note agreement if the value on the Data File for the Sample Characteristic agreed with the corresponding information on at least one of the Sources that are listed for such Sample Characteristic on Exhibit 1 to Attachment A. We performed no procedures to reconcile any differences that may exist between various Sources for any of the Sample Characteristics listed on Exhibit 1 to Attachment A. In addition, if a particular Source contained multiple values for the same Sample Characteristic, the Property Manager, on behalf of the Issuers, instructed us to note agreement if the value on the Data File for the Sample Characteristic agreed with at least one of the values on the corresponding Source. We performed no procedures to reconcile any differences that may exist between various values on a Source for any Sample Characteristic.

 

2.	For each commercial real estate property and related lease on the 2023-1 Data File and Data File, we compared the Property ID, as shown on the 2023-1 Data File, to the corresponding Property ID, as shown on the Data File, and noted that:

 

a.

102 of the Related Series Owned Properties and Leases included on the 2023-1 Data File were not included on the Data File and

 

b.

84 of the Owned Properties and Leases on the Data File were not included on the 2023-1 Data File.

The Property Manager, on behalf of the Issuers, indicated that the 102 Related Series Owned Properties and Leases not included on the Data File were sold or substituted out after the 2023-1 Statistical Cut-off Date and prior to the Statistical Cut-off Date. We performed no procedures to determine the appropriateness, accuracy, completeness or reasonableness of the information provided by the Property Manager, on behalf of the Issuers, that is described in the preceding sentence.

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		Attachment A Page 2 of 4

 

3.

For each Related Series Owned Property and Lease included on the Data File, we compared the Sample Characteristics, subject to the additional instruction(s) described in the succeeding paragraph(s) of this Item, all as shown on the 2023-1 Data File, to the corresponding information, as shown on the Data File. Except for the information shown on Exhibit 3 to Attachment A, all such compared information was in agreement.

For the purpose of comparing the land FT and building FT Sample Characteristics, the Property Manager, on behalf of the Issuers, instructed us to round the land FT and building FT, both as shown on the 2023-1 Data File, to the nearest square foot.

For the purpose of comparing the raw land value Sample Characteristic, the Property Manager, on behalf of the Issuers, instructed us to round the raw land value, as shown on the Data File, to the nearest dollar.

The Property Manager, on behalf of the Issuers, instructed us not to perform the comparison procedures described in this Item for:

 

a.

The date of last bump in rent, date of next bump in rent, current consolidated payment and most recent aggregate unit FCCR Sample Characteristics, which the Property Manager, on behalf of the Issuers, instructed us not to compare due to the passage of time between the 2023-1 Statistical Cut-off Date and Statistical Cut-off Date and

 

b.

Any Sample Variable Characteristic listed on the Exempt Lease Schedules for a Related Series Owned Property and Lease, which the Property Manager, on behalf of the Issuers, indicated was due to certain amendments or other changes between the 2023-1 Statistical Cut-off Date and Statistical Cut-off Date.

We performed no procedures to determine the appropriateness, accuracy, completeness or reasonableness of the instructions and information provided by the Property Manager, on behalf of the Issuers, described in this Item.

 

4.	For each Owned Property and Lease on the Data File and Updated Data File, we compared the Property ID, as shown on the Data File, to the corresponding Property ID, as shown on the Updated Data File, and noted that:

 

a.

All of the Owned Properties and Leases were included on both the Data File and Updated Data File and

 

b.

No commercial real estate properties and related leases other than the Owned Properties and Leases were included on the Data File or Updated Data File.

 

5.	For each Sample 2024-1 Owned Property and Lease, we compared the Sample Characteristics, as shown on the Data File, to the corresponding information, as shown on the Updated Data File. Except for the information shown on Exhibit 4 to Attachment A, all such compared information was in agreement.

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		Attachment A Page 3 of 4

 

6.

Using:

 

a.

Information on the Updated Data File and

 

b.

The additional information, assumptions and methodologies provided by the Property Manager, on behalf of the Issuers, described in the succeeding paragraph(s) of this Item,

we recalculated the current lease rate of each Owned Property and Lease, subject to the additional instruction(s) described in the succeeding paragraph(s) of this Item. We compared the results of our recalculations to the current lease rate, as shown on the Updated Data File, and found such information to be in agreement.

For the purpose of this procedure, the Property Manager, on behalf of the Issuers, instructed us to recalculate the current lease rate of each Owned Property and Lease by:

 

i.

Multiplying the current consolidated payment, as shown on the Updated Data File, by twelve,

 

ii.

Dividing the result of i. by the sum of the consolidated collateral value for each unique Property ID corresponding to the same contract ID, as shown on the Updated Data File, and

 

iii.

Rounding the result of ii. to the nearest 0.01%.

The Property Manager, on behalf of the Issuers, instructed us not to perform this procedure for any Owned Property or Lease with an investment type of “Hybrid Investment,” as shown on the Updated Data File.

We performed no procedures to determine the appropriateness, accuracy, completeness or reasonableness of the instructions, assumptions and methodologies provided by the Property Manager, on behalf of the Issuers, described in this Item.

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		Attachment A Page 4 of 4

 

7.

Using:

 

a.

Information on the Updated Data File and

 

b.

The additional instructions, assumptions and methodologies provided by the Property Manager, on behalf of the Issuers, described in the succeeding paragraph(s) of this Item,

we recalculated the remaining lease term (as of cut-off date) of each Owned Property and Lease, subject to the additional instruction(s) described in the succeeding paragraph(s) of this Item. We compared the results of our recalculations to the remaining lease term (as of cut-off date), as shown on the Updated Data File, and found such information to be in agreement.

For the purpose of this procedure, the Property Manager, on behalf of the Issuers, instructed us to recalculate the remaining lease term (as of cut-off date) of each Owned Property and Lease by:

 

i.

Determining the difference in years between the year of the Statistical Cut-off Date and the year of the rent commencement date (original start date), as shown on the Updated Data File,

 

ii.

Multiplying the result of i. by twelve,

 

iii.

Determining the difference in months between the month of the Statistical Cut-off Date and the month of the rent commencement date (original start date), as shown on the Updated Data File,

 

iv.

Summing the results of ii. and iii.,

 

v.

Subtracting 1 from the result of iv. only if the rent commencement date (original start date), as shown on the Updated Data File, occurred on the first of the month or the first business day of the month and

 

vi.

Subtracting the result of v. from the original lease term (months), as shown on the Updated Data File.

We performed no procedures to determine the appropriateness, accuracy, completeness or reasonableness of the instructions, assumptions and methodologies provided by the Property Manager, on behalf of the Issuers, described in this Item.

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Exhibit 1 to Attachment A

Page 1 of 6

 

Sample Characteristics and Sources

 

Sample Characteristic		Source(s)		Note(s)
Property ID		Investment Portfolio Trial Balance Schedule		i.
Tenant		Lease Agreement		ii.
Sector		NAICS and SIC Code Schedule		iii.
Industry group		(a)   NAICS and SIC Code Schedule or   (b)   NAICS and SIC Code Schedule and Industry Group Mapping Schedule		iv.
Concept		Credit Memorandum, P0000989_Signage Approval or Concept Screenshot		ii., v.
Master lease		Lease Agreement		vi.
Personal guarantee		Lease Agreement
Corporate guarantee		Lease Agreement or Corporate Guarantee		vii.
Property acquisition date		Settlement Statement
Land FT		Survey		viii., ix.
Building FT		(a)   Survey,   (b)   Survey and recalculation or   (c)   Survey, Phase I Environmental Report and recalculation		viii., x.
Lease term start date		Lease Agreement
Lease expiration year		Lease Agreement
Original lease term (months)		Lease Agreement and recalculation		xi.
Initial lease rate		Credit Memorandum		xii.
Date of last bump in rent		Lease Agreement		xiii.
Date of next bump in rent		Lease Agreement
Rent increase type		Lease Agreement		ii.
Rent bump % cap		Lease Agreement		xiv.
Tenant purchase option (Y/N)		Lease Agreement
Next lease renewal option date		Lease Agreement
Current consolidated payment		STORE Cash Flow Reports Schedule and recalculation		xv.

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Exhibit 1 to Attachment A

Page 2 of 6

 

Sample Characteristic		Source(s)		Note(s)
Most recent aggregate unit FCCR		Unit Financial Support Schedule
City		Appraisal		ii.
State		Appraisal
Zip code		Appraisal		xvi.
Year built		Appraisal or Zoning Report		xvii.
Appraisal date		Appraisal
Raw land value		Appraisal
Consolidated appraised value		Appraisal

Notes:

 

i.	For identification purposes only.

 

ii.	For the purpose of comparing the indicated Sample Characteristics for each Sample 2024-1 Owned Property and Lease, the Property Manager, on behalf of the Issuers, instructed us to ignore differences that appear to be due to punctuation, abbreviation, truncation or misspelling.

 

iii.

For the purpose of comparing the sector Sample Characteristic for each Sample 2024-1 Owned Property and Lease, the Property Manager, on behalf of the Issuers, instructed us to use the sector description, as shown on the NAICS and SIC Code Schedule, corresponding to the first two digits of the NAICS, as shown on the Data File.

 

iv.

For the purpose of comparing the industry group Sample Characteristic for each Sample 2024-1 Owned Property and Lease (except for any Sample 2024-1 Owned Property and Lease with a STORE Shortened Industry Group (as defined in the succeeding paragraph(s) of this note), as shown on the Data File), the Property Manager, on behalf of the Issuers, instructed us to use the industry group description, as shown on the NAICS and SIC Code Schedule, corresponding to the first four digits of the NAICS, as shown on the Data File.

The Property Manager, on behalf of the Issuers, indicated that certain Sample 2024-1 Owned Properties and Leases have a shortened description for the industry group Sample Characteristic (each, a “STORE Shortened Industry Group”), as shown on the Data File.

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Exhibit 1 to Attachment A

Page 3 of 6

 

Notes: (continued)

iv. (continued)

For the purpose of comparing the industry group Sample Characteristic for each Sample 2024-1 Owned Property and Lease with a STORE Shortened Industry Group, the Property Manager, on behalf of the Issuers, instructed us to:

 

a.

Use the first four digits of the NAICS code, as shown on the Data File, to identify the industry group description, as shown on the NAICS and SIC Code Schedule,

 

b.

Use the industry group description, as shown on the NAICS and SIC Code Schedule, to identify the Property Manager’s shortened industry group description, as shown on the Industry Group Mapping Schedule, and

 

c.

Compare the Property Manager’s shortened industry group description, as shown on the Industry Group Mapping Schedule to the STORE Shortened Industry Group.

 

v.

For the purpose of comparing the concept Sample Characteristic for each Sample 2024-1 Owned Property and Lease (except for Sample 2024-1 Owned Property and Lease Number 6), the Property Manager, on behalf of the Issuers, instructed us to use the Credit Memorandum or Concept Screenshot as the Source.

For the purpose of comparing the concept Sample Characteristic for Sample 2024-1 Owned Property and Lease Number 6, the Property Manager, on behalf of the Issuers, instructed us to use the P0000989_Signage Approval as the Source.

 

vi.

For the purpose of comparing the master lease Sample Characteristic for each Sample 2024-1 Owned Property and Lease (except for Sample 2024-1 Owned Property and Lease Number 23), the Property Manager, on behalf of the Issuers, instructed us to note agreement with a master lease value of “N,” as shown on the Data File, if no master lease agreement was included in the Lease Agreement for the related Sample 2024-1 Owned Property and Lease.

For the purpose of comparing the master lease Sample Characteristic for Sample 2024-1 Owned Property and Lease Number 23, the Property Manager, on behalf of the Issuers, instructed us to note agreement with a master lease value of “N/A,” as shown on the Data File, if no master lease agreement was included in the Lease Agreement for the related Sample 2024-1 Owned Property and Lease.

 

vii.	For the purpose of comparing the corporate guarantee Sample Characteristic for each Sample 2024-1 Owned Property and Lease (except for Sample 2024-1 Owned Property and Lease Numbers 1 and 2), the Property Manager, on behalf of the Issuers, instructed us to use the Lease Agreement as the Source.

For the purpose of comparing the corporate guarantee Sample Characteristic for Sample 2024-1 Owned Property and Lease Numbers 1 and 2, the Property Manager, on behalf of the Issuers, instructed us to use the Corporate Guarantee as the Source.

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Exhibit 1 to Attachment A

Page 4 of 6

 

Notes: (continued)

 

viii.

For the purpose of comparing the indicated Sample Characteristics for each Sample 2024-1 Owned Property and Lease, the Property Manager, on behalf of the Issuers, instructed us to round square footage amounts to the nearest square foot.

 

ix.	For the purpose of comparing the land FT Sample Characteristic for each Sample 2024-1 Owned Property and Lease, the Property Manager, on behalf of the Issuers, instructed us to ignore differences of +/- 10 square feet or less.

 

x.

The Property Manager, on behalf of the Issuers, instructed us not to compare the building FT Sample Characteristic for Sample 2024-1 Owned Property and Lease Numbers 4, 9, 10, 20, 24, 30, 32, 45, 47, 48 and 50, which the Property Manager, on behalf of the Issuers, indicated were mezzanine or multi-story buildings (a “Mezzanine or Multi-story Building”).

For the purpose of comparing the building FT Sample Characteristic for each Sample 2024-1 Owned Property and Lease (except for any Sample 2024-1 Owned Property and Lease with a Mezzanine or Multi-story Building) with more than one building, as shown in the Survey, the Property Manager, on behalf of the Issuers, instructed us to use the sum of the square footage of all related buildings, as shown in the Survey (and in accordance with any other applicable note(s)).

For the purpose of comparing the building FT Sample Characteristic for each Sample 2024-1 Owned Property and Lease (except for any Sample 2024-1 Owned Property and Lease with a Mezzanine or Multi-story Building and Sample 2024-1 Owned Property and Lease Numbers 17, 25 and 33), the Property Manager, on behalf of the Issuers, instructed us to:

 

a.

Use the Survey as the Source (and in accordance with any other applicable note(s)) and

 

b.

Exclude the square footage of any sheds or overhangs, as applicable, as shown in the Survey.

For the purpose of comparing the building FT Sample Characteristic for Sample 2024-1 Owned Property and Lease Number 17, the Property Manager, on behalf of the Issuers, instructed us to recalculate the building FT as the sum of the:

 

a.

Building FT, as shown in the Survey (and in accordance with any other applicable note(s)), and

 

b.

Building FT of the mezzanine space, as shown in the Phase I Environmental Report.

For the purpose of comparing the building FT Sample Characteristic for Sample 2024-1 Owned Property and Lease Number 25, the Property Manager, on behalf of the Issuers, instructed us to exclude the square footage of Building 3, as shown in the Survey.

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Exhibit 1 to Attachment A

Page 5 of 6

 

Notes: (continued)

x. (continued)

For the purpose of comparing the building FT Sample Characteristic for Sample 2024-1 Owned Property and Lease Number 33, the Property Manager, on behalf of the Issuers, instructed us to only include the square footage of Unit B, as shown in the Survey.

For the purpose of comparing the building FT Sample Characteristic for each Sample 2024-1 Owned Property and Lease, the Property Manager, on behalf of the Issuers, instructed us to ignore differences of +/- 10 square feet or less.

 

xi.	For the purpose of comparing the original lease term (months) Sample Characteristic for each Sample 2024-1 Owned Property and Lease, the Property Manager, on behalf of the Issuers, instructed us to recalculate the original lease term (months) by:

 

a.

Determining the difference in years between the year of the lease term expiration date and the year of the lease term start date, both as shown in the Lease Agreement,

 

b.

Multiplying the result of a. by twelve,

 

c.

Determining the difference in months between the month of the lease term expiration date and the month of the lease term start date, both as shown in the Lease Agreement,

 

d.

Summing the results of b. and c. and

 

e.

Adding 1 to the result of d. only if:

 

(1)

The day of the lease term start date, as shown in the Lease Agreement, is the first day of the month and

 

(2)

The day of the lease term expiration date, as shown in the Lease Agreement, is the last day of the month.

 

xii.	For the purpose of comparing the initial lease rate Sample Characteristic for each Sample 2024-1 Owned Property and Lease, the Property Manager, on behalf of the Issuers, instructed us to ignore differences of +/- 0.02% or less.

 

xiii.

For the purpose of comparing the date of last bump in rent Sample Characteristic for each Sample 2024-1 Owned Property and Lease (except for Sample 2024-1 Owned Property and Lease Number 23), the Property Manager, on behalf of the Issuers, instructed us to use the Lease Agreement as the Source.

For the purpose of comparing the date of last bump in rent Sample Characteristic for Sample 2024-1 Owned Property and Lease Number 23, the Property Manager, on behalf of the Issuers, instructed us to use the value “01/00/00,” as shown on the Data File.

 

xiv.

For the purpose of comparing the rent bump % cap Sample Characteristic for each Sample 2024-1 Owned Property and Lease with more than one rent bump % cap, as shown in the Lease Agreement, the Property Manager, on behalf of the Issuers, instructed us to use the first rent bump % cap occurring after the Statistical Cut-off Date, as shown in the Lease Agreement.

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Exhibit 1 to Attachment A

Page 6 of 6

 

Notes: (continued)

 

xv.

For the purpose of comparing the current consolidated payment Sample Characteristic for each Sample 2024-1 Owned Property and Lease, the Property Manager, on behalf of the Issuers, instructed us to recalculate the current consolidated payment by summing the “Jan-24” payment for each unique Property ID, as shown on the STORE Cash Flow Reports Schedule, corresponding to the contract ID, as shown on the Data File.

 

xvi.	For the purpose of comparing the zip code Sample Characteristic for each Sample 2024-1 Owned Property and Lease Number, the Property Manager, on behalf of the Issuers, instructed us to only compare the first five digits of the zip code, as shown in the applicable Source(s).

 

xv.	For the purpose of comparing the year built Sample Characteristic for each Sample 2024-1 Owned Property and Lease (except for Sample 2024-1 Owned Property and Lease Numbers 13 and 19), the Property Manager, on behalf of the Issuers, instructed us to use the Appraisal as the Source.

For the purpose of comparing the year built Sample Characteristic for Sample 2024-1 Owned Property and Lease Number 13, the Property Manager, on behalf of the Issuers, instructed us to use the Zoning Report as the Source.

For the purpose of comparing the year built Sample Characteristic for Sample 2024-1 Owned Property and Lease Number 19, the Property Manager, on behalf of the Issuers, instructed us to use “<blank>,” as the property is currently under construction.

We performed no procedures to determine the appropriateness, accuracy, completeness or reasonableness of the instructions, assumptions and methodologies provided by the Property Manager, on behalf of the Issuers, described above.

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Exhibit 2 to Attachment A

 

Sample Characteristic Difference

 

Sample 2024-1 Owned Property and Lease Number		Sample Characteristic		Data File Value		Source Value
4		Tenant		Four Corners Holdings, Inc.		Four Corners Holdings, LLC
15		Appraisal date		02/01/2023		01/31/2023
23		Initial lease rate		4.77%		4.70%
24		Zip code		60111		60110
47		Land FT		22,239,594		22,326,176

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Exhibit 3 to Attachment A

Page 1 of 2

 

Related Series Owned Properties and Leases

Sample Characteristic Differences Between the 2023-1 Data File and the Data File

 

Property ID		Sample Characteristic		2023-1 Data File Value		Data File Value
P0000752		Lease expiration year		<blank>		2024
P0000173		Lease expiration year		2034		<blank>
P0000175		Lease expiration year		2034		<blank>
P0000176		Lease expiration year		2034		<blank>
P0000775		Lease expiration year		2034		<blank>
P0000776		Lease expiration year		2034		<blank>
P0000779		Lease expiration year		2034		<blank>
P0000780		Lease expiration year		2034		<blank>
P0000781		Lease expiration year		2034		<blank>
P0000783		Lease expiration year		2034		<blank>
P0000353		Initial lease rate		9.00%		9.09%
P0000354		Initial lease rate		9.00%		9.09%
P0000355		Initial lease rate		9.00%		9.09%
P0001264		Lease expiration year		2040		2043
P0001591		Lease expiration year		2040		2024
P0000881		Lease expiration year		2023		<blank>
P0001133		Lease expiration year		2040		2043

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Exhibit 3 to Attachment A

Page 2 of 2

 

Notes:

 

i.

For the purpose of comparing the lease expiration year Sample Characteristic for the Related Series Owned Properties and Leases corresponding to Property IDs P0000173, P0000175, P0000176, P0000775, P0000776, P0000779, P0000780, P0000781, P0000783 and P0000881, which the Property Manager, on behalf of the Issuers, indicated that the values of the lease expiration year Sample Characteristic were expected to change due to lease terminations and no active tenant.

 

ii.

For the purpose of comparing the lease expiration year Sample Characteristic for the Related Series Owned Properties and Leases corresponding to Property IDs, P0000752, P0001264, P0001591 and P0001133, the Property Manager, on behalf of the Issuers, indicated that the values of the lease expiration year Sample Characteristic were expected to change due to new leases with active tenants.

We performed no procedures to determine the accuracy, completeness or reasonableness of the instructions and information provided by the Property Manager, on behalf of the Issuers, that is described above.

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Exhibit 4 to Attachment A

Sample Characteristic Difference between the Data File and Updated Data File

 

Sample 2024-1 Owned Property and Lease Number		Sample Characteristic		Data File Value		Updated Data File Value
4		Tenant		Four Corners Holdings, Inc.		Four Corners Holdings, LLC
15		Appraisal date		02/01/2023		01/31/2023
23		Initial lease rate		4.77%		4.70%
24		Zip code		60111		60110
47		Land FT		22,239,594		22,326,176

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