Form ABS-15G Education Loan Finance, For: May 25

 

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 from _________ 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: 0001642471

 

ELFI Graduate Loan Program 2022-A LLC

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

 

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

 

Central Index Key Number of underwriter (if applicable): ________________________________________

 

John Arnold, Jr. (865) 824-3050

 

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

 

 

SEC 2860 (6-15)

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

 

PART I – 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 an agreed-upon procedures report, dated May 25, 2022, of BDO USA, LLP, which report sets forth the findings and conclusions, as applicable, of BDO USA, LLP with respect to certain agreed-upon procedures performed by BDO USA, 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 thereunto duly authorized.

 

	Education Loan Finance, Inc. (depositor)
	By:	/s/ John Arnold, Jr.
	Name:	John Arnold, Jr.
	Title:	President and Chief Executive Officer
		(Senior Officer in Charge of Securitization)

 

Dated:   May 25, 2022

 

 

EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Report of Independent Accountants on Applying Agreed-Upon Procedures, dated May 25, 2022, of BDO USA, LLP

 

 

Exhibit 99.1

 

Tel: 919-754-9370 Fax: 919-754-9369 www.bdo.com

421 Fayetteville Street Suite 300 Raleigh, NC 27601

 

Independent Accountant’s Report on Applying Agreed-Upon Procedures

 

ELFI Graduate Loan Program 2022-A LLC

12700 Kingston Pike

Knoxville, TN 37934

 

BMO Capital Markets Corp.

115 South LaSalle Street

37^th Floor

Chicago, IL 60603

 

Citigroup Global Markets, Inc.

388 Greenwich Street

7th Floor

New York, NY 10013

 

We (“BOO”) have performed the procedures enumerated below on certain attributes of a portfolio of private student loans as of April 30, 2022 (the “Student Loans”) in conjunction with ELFI Graduate Loan Program 2022-A LLC’s (the “Company”) proposed offering of ELFI Graduate Loan Program 2022-A LLC, Student Loan Asset-Backed Notes (the “Transaction”). The Company is responsible for the accuracy of the Student Loans attributes with respect to the Transaction (the “Responsible Party”), the Loan Data File (as defined below) accurately representing the information included in the underlying asset documents (the “Offering Documents”) and the disclosed assumptions and methodologies.

 

The Company has agreed to and acknowledged that the procedures performed are appropriate to meet the intended purpose of the Company. This report may not be suitable for any other purpose. Additionally, BMO Capital Markets Corp. (“BMO”) and Citigroup Global Markets, Inc. (“Citigroup”, together with the Company and BMO, the “Specified Parties”) have agreed to and acknowledged that the procedures performed are appropriate to meet their purposes. The procedures performed may not address all the items of interest to a user of this report and may not meet the needs of all users of this report and, as such, users are responsible for determining whether the procedures performed are appropriate for their purposes.

 

Consequently, we make no representation regarding the appropriateness of the procedures enumerated below, either for the purpose for which the report has been requested or for any other purpose.

 

The following definitions, unless otherwise indicated, were used in presenting our procedures and findings:

 

●

Compared - The phrase “compared” refers to the comparison of one or more data elements to underlying documentation.

 

●

Recalculated - The phrase “recalculated” refers to a recalculation of one or more data elements using a prescribed methodology.

 

 

BDO USA, LLP, a Delaware limited liability partnership, is the U. S. member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms.

 

BDO is the brand name for the BDO network and for each of the BDO Member Firms.

 

 

 

●

Loan Data File - We received an electronic data file and related decodes (the “Loan Data File”) from the Company. The Company indicated that the Loan Data File contains information on a pool of student loans (the “Student Loans”) and that the aggregate outstanding balance of the Student Loans has a collateral cut-off date of April 30, 2022 (the “Collateral Cut-Off Date”).

 

●

Transaction Summary File - We received electronic data files (collectively, the “Transaction Summary File”) from the Company. The Company indicated that the Transaction Summary File contains the April 30, 2022 aggregate value of the assets in the trust estate under the Indenture and the liabilities represented under the par value of the Indenture summarized in the Offering Documents.

 

●

Third Party Student Loan Servicers - The Company indicated that the Student Loans are serviced by Higher Education Loan Authority of the State of Missouri and Pennsylvania Higher Education Assistance Agency (collectively, the “Servicers”).

 

For the procedures described below, our thresholds for reporting exceptions were variances greater than the following, unless otherwise noted:

 

●

Loan Sample Variances (Absolute Variances)

 

o

Original Loan Balance and Current Loan Balance - Greater than $1.00

o

Interest Rate - Greater than 10 basis points

o

Repayment Begin Date, Repayment End Date, Last Day of Enrollment, Deferment End Date, Forbearance, First Disbursement Date, and Graduation Date - Greater than 30 days

o

Borrower Credit Score - Greater than 1 point

o

Gross Income - Greater than 3.5%

 

The procedures and the associated findings are as follows:

 

1.

Sampled Student Loans

 

a.

We used IDEA to randomly select a sample of 150 student loans (the “Sampled Student Loans”) from the Loan Data File.

 

b.

For each loan of the Sampled Student Loans, we obtained the following files from the Company (collectively, the “Source Files”):

 

i.

Electronic data files (collectively, the “Servicing Information Support File”)

 

ii.

Promissory note, loan agreement and truth in lending act disclosure statements (collectively, the “Originating Documents”)

 

iii.

An export from the underwriting system (collectively, the “Underwriting System Files”)

 

iv.

The following files (collectively, the “Income Verification Documentation”) for each respective borrower and co-borrower, as applicable:

 

 

 

 

1.

W-2’s, pay statements, personal tax returns, business tax returns, employer offer letters, and/or other documents relating to income

 

2.

Certain additional supporting documentation from the auto-verification of employment and income through the credit reports.

 

v.

Electronic documents used by the underwriter to calculate the borrower’s and co-borrower’s gross income (collectively, the “Gross Income Calculation Methodology File”).

 

No exceptions were noted in performing the above procedures.

 

c.

We performed comparisons and recalculation procedures, as applicable, for the following student loan characteristics (the “Sample Characteristics”) included in the Loan Data File to the Source Files, as applicable:

 

Sample Characteristics	Field Name within Loan Data File
1.  Account Identification No.	Loan ID
2. Loan Type	IC_LON_PGM
3. Borrower State	BORROWER_STATE
4. Original Loan Balance	WA_ORG_PRI
5. Current Interest Rate	WR_ITR_1
6. Current Loan Balance	WA_CUR_PRI
7. Repayment Begin Date	WD_RPY_BEG
8. Repayment End Date	LD_TRM_END
9. First Disbursement Date	LD_LON_1_DSB
10. Loan Status	WX_LON_STA
11. Borrower Credit Score	FICO
12. Gross Income	INCOME
13. School Name	APPROVED_SCHOOL_ATTENDED
14. Graduation Date	APPROVED _SCHOOL_GRADUATION_DATE

 

No exceptions were noted in performing the above procedures.

 

 

 

 

d.

For each loan of the Sampled Student Loans, using the information, instruction, methodology, assumptions, and the Loan Data File field mapping that was provided by the Company, we compared the value in the Loan Data File to the following:

 

Sample Characteristic	Underwriting System Files	Servicing Information Support File	Originating Documents
1.  Account Identification No.	X
2.  Loan Type	X
3.  Borrower State			X
4.  Original Loan Balance			X
5.  Current Interest Rate		X
6.  Current Loan Balance		X
7.  Repayment Begin Date		X
8.  Repayment End Date		X
9.  First Disbursement Date		X
10. Loan Status		X
11. Borrower Credit Score	X
12. Gross Income*
13. School Name	X
14. Graduation Date	X
*Gross income was recalculated using the Income Verification Documentation and the Gross Income Calculation Methodology File.

 

No exceptions were noted in performing the above procedures.

 

e.

For each of the Sampled Student Loans, using the Account Identification No. per the Loan Data File, we obtained the first and last name of the borrower from the Underwriting System Files. We then agreed the borrower’s first and last name per the Underwriting System Files to the Originating Documents.

 

No exceptions were noted in performing the above procedures.

 

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. We were not engaged to and did not conduct an examination or review engagement, the objective of which would be the expression of an opinion or conclusion, respectively, on the Student Loans. 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.

 

Our agreed-upon procedures engagement was not conducted for the purpose of the following:

 

●

Addressing the conformity of the origination of the assets to stated underwriting or credit extension guidelines, standards, criteria, or other requirements;

 

●

Addressing the value of collateral securing any such assets being securitized;

 

●

Addressing the compliance of the originator of the assets with federal, state, and local laws and regulations;

 

 

 

  

●

Satisfying any criteria for due diligence published by a nationally recognized statistical rating organization;

 

●

Addressing any other factor or characteristic of the assets 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;

 

●

Forming any conclusions; or

 

●

Any other terms or requirements of the transaction that do not appear in the report.

 

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.

 

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 anyone other than the Specified Parties, including investors and rating agencies who are not identified as Specified Parties but who may have access to this report as required by law or regulation.

 

 

May 25, 2022

 

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