UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
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| þ | ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2022
OR
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| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ___________ to ____________.
Ally Auto Receivables Trust 2019-42022-1
(Exact name of issuing entity as specified in its charter)
Commission file number of issuing entity: 333-228265-03333-262894-01
Central Index Key Number of issuing entity: 00017936670001922474
Ally Auto Assets LLC
(Exact name of depositor as specified in its charter)
Commission file number of depositor: 333-262894
Central Index Key Number of depositor: 0001477336
Ally Bank
(Exact name of sponsor as specified in its charter)
Central Index Key Number of sponsor (if applicable): 0001601846
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| DELAWARE | 84-681419688-6256848
|
| (State or other jurisdiction of | (I.R.S. Employer |
| incorporation or organization) | Identification No.) |
Ally Auto Assets LLC
500 Woodward Avenue
Detroit, Michigan
48226
(Address of principal executive offices)
(Zip Code)
(866) 710-4623
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of Acts. Yes ¨ No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ Yes ¨ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
þ Yes ¨ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "non-accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
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¨ Large accelerated filer | | ¨ Accelerated filer |
| | ¨ Smaller reporting company |
þ Non-accelerated filer | | ¨ Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ¨
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ¨ Yes þ No
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. None
Registrant does not have any voting or non-voting common equity held by non-affiliates.
Documents incorporated by reference. None
INDEX
Ally Auto Receivables Trust 2019-42022-1
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| Part I | | | |
| Item 1. | | Business* | |
| Item 1A. | | Risk Factors* | |
| Item 1B. | | Unresolved Staff Comments | |
| Item 2. | | Properties* | |
| Item 3. | | Legal Proceedings* | |
| Item 4. | | Mine Safety Disclosures | |
| Part II | | | |
| Item 5. | | Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities* | |
| Item 6. | | [Reserved]* | |
| Item 7. | | Management’s Discussion and Analysis of Financial Condition and Results of Operations* | |
| Item 7A. | | Quantitative and Qualitative Disclosures About Market Risk* | |
| Item 8. | | Financial Statements and Supplementary Data* | |
| Item 9. | | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure* | |
| Item 9A. | | Controls and Procedures* | |
| Item 9B. | | Other Information | |
| Item 9C. | | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | |
| Part III | | | |
| Item 10. | | Directors, Executive Officers and Corporate Governance* | |
| Item 11. | | Executive Compensation* | |
| Item 12. | | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters* | |
| Item 13. | | Certain Relationships and Related Transactions and Director Independence* | |
| Item 14. | | Principal Accounting Fees and Services* | |
| Part IV | | | |
| Item 15. | | Exhibit and Financial Statement Schedules | |
| Item 16. | | Form 10-K Summary | |
* Item is omitted in accordance with General Instruction J to Form 10-K.
Part I
Item 1B. Unresolved Staff Comments.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Substitute information provided in accordance with General Instruction J to Form 10-K:
Item 1112(b) of Regulation AB. Significant Obligors of Pool Assets (Financial Information).
There are no significant obligors with respect to the pool assets held by Ally Auto Receivables Trust 2019-42022-1 (the “Issuing Entity”).
Item 1114(b)(2) of Regulation AB. Credit Enhancement and Other Support, Except for Certain Derivatives Instruments (Financial Information).
No entity or group of affiliated entities provides any external credit enhancement or other support with respect to either payment of the pool assets held by the Issuing Entity or payments on the notes (the “Notes”) or certificates (the “Certificates”) issued by the Issuing Entity.
Item 1115(b) of Regulation AB. Certain Derivatives Instruments (Financial Information).
No entity or group of affiliated entities provides any derivative instruments that are used to alter the payment characteristics of the cashflows from the Issuing Entity.
Item 1117 of Regulation AB. Legal Proceedings.
There are no current legal proceedings pending, or to the best knowledge of management of such entity, threatened, against the Issuing Entity, the sponsor, the servicer or the depositor that, if determined adversely to such party, would be expected to have a material adverse effect on the performance of the notes.
The owner trustee has represented to the Issuing Entity that it is not a party to any current legal proceedings, nor is its management aware of any legal proceedings threatened against it that, if determined adversely to such party, would be expected to have a material adverse effect on the performance of the notes.
The indenture trustee has provided the following information for inclusion in this report on Form 10-K:
DeutscheU.S. Bank Trust Company AmericasNational Association (“DBTCA”U.S. Bank”) and Deutsche Bank National Trust Company (“DBNTC”)other large financial institutions have been sued in their capacity as trustee or successor trustee for certain residential mortgage backed securities ("RMBS") trusts. The complaints, primarily filed by investors in civil litigation concerning their roleor investor groups against U.S. Bank and similar institutions, allege the trustees caused losses to investors as trusteesa result of certain residential mortgage-backed securities (“RMBS”)alleged failures by the sponsors, mortgage loan sellers and servicers to comply with the governing agreements for these RMBS trusts.
On June 18, 2014, a group Plaintiffs generally assert causes of investors, including funds managed by Blackrock Advisors, LLC, PIMCO-Advisors, L.P., and others, filed an action against DBNTC and DBTCA in New York State Supreme Court alleging that DBNTC and DBTCA failed to performbased upon the trustees’ purported duties, as trustees for 544 private-label RMBS trusts,failures to enforce repurchase obligations of mortgage loan sellers for alleged breaches of representations and warranties, notify securityholders of purported events of default allegedly caused by breaches of servicing standards by mortgage loan servicers and abide by a heightened standard of care following alleged events of default.
U.S. Bank denies liability and believes that it has performed its obligations under the RMBS trusts in good faith, that its actions were not the cause of losses to investors, that it has meritorious defenses, and it has contested and intends to continue contesting the plaintiffs’ claims vigorously. However, U.S. Bank cannot assure you as to mortgagethe outcome of any of the litigation, or the possible impact of these litigations on the trustee or the RMBS trusts.
On March 9, 2018, a law firm purporting to represent fifteen Delaware statutory trusts (the “DSTs”) that issued securities backed by student loans held(the “Student Loans”) filed a lawsuit in the Delaware Court of Chancery against U.S. Bank National Association (“U.S. Bank”) in its capacities as indenture trustee and successor special servicer, and three other institutions in their respective transaction capacities, with respect to the DSTs and the Student Loans. This lawsuit is captioned The National Collegiate Student Loan Master Trust I, et al. v. U.S. Bank National Association, et al., C.A. No. 2018-0167-JRS (Del. Ch.) (the “NCMSLT Action”). The complaint, as amended on June 15, 2018, alleged that the DSTs have been harmed as a result of purported misconduct or omissions by the defendants concerning administration of the trusts and to enforce breaches by servicers of their mortgage loanspecial servicing obligations for the trusts. During the course of the litigation, plaintiffs dismissedStudent Loans. Since the case from New York State Supreme Court and refiled two separate cases, onefiling of the NCMSLT Action, certain Student Loan borrowers have made assertions against U.S. Bank concerning special servicing that appear to be based on certain allegations made on behalf of the DSTs in the U.S. District Court for the Southern District of New York (the “BlackRock SDNY Case”) and the other in the Superior Court of California, Orange County (the “BlackRock California Case”). Pursuant to a settlement among the parties, the BlackRock SDNY Case was dismissed on December 6, 2018, and the BlackRock California Case was dismissed on January 11, 2019.NCMSLT Action.
On September 27, 2017, DBTCA was added as a defendant to a case brought by certain special purpose entities including Phoenix Light SF Limited in the U.S. District Court for the Southern District of New York, in which the plaintiffs previously alleged incorrectly that DBNTC served as trustee for all 43 of the trusts at issue. On September 27, 2017, plaintiffs filed a third amended complaint that names DBTCA as a defendant in addition to DBNTC. DBTCA serves as trustee for one of the 43 trusts at issue. DBNTC serves as trustee for the other 42 trusts at issue. Plaintiffs’ third amended complaint brings claims for violation of the U.S. Trust Indenture Act of 1939 (“TIA”); breach of contract; breach of fiduciary duty; negligence and gross negligence; violation of New York’s Streit Act; and breach of the covenant of good faith. However, in the third amended complaint, plaintiffs acknowledge that, before DBTCA was added to the case, the court dismissed plaintiffs’ TIA Act claims, negligence and gross negligence claims, Streit Act claims, claims for breach of the covenant of good faith, and certain theories of plaintiffs’ breach of contract claims, and plaintiffs only include these claims to preserve any rights on appeal. Plaintiffs allege damages of “hundreds of millions of dollars.” On November 13, 2017, DBNTC and DBTCA filed an answer to the third amended complaint. On December 7, 2018, DBNTC and DBTCA filed a motion for summary judgment. Also on December 7, 2018, plaintiffs, jointly with
Commerzbank AG (see description of Commerzbank case below),U.S. Bank has filed a motion for partial summary judgment.seeking dismissal of the operative complaint in its entirety with prejudice pursuant to Chancery Court Rules 12(b)(1) and 12(b)(6) or, in the alternative, a stay of the case while other prior filed disputes involving the DSTs and the Student Loans are litigated. On October 27, 2021, DBNTC and DBTCA filed a supplemental motion for summary judgment relating to plaintiffs’ standing.November 7, 2018, the Court ruled that the case should be stayed in its entirety pending resolution of the first-filed cases. On February 8, 2022,January 21, 2020, the court issuedCourt entered an order consolidating for pretrial purposes the NCMSLT Action and three other lawsuits pending in which it granted DBNTC and DBTCA’s supplemental motion for summary judgment, granted in part DBNTC and DBTCA’s initial motion for summary judgment, and denied plaintiffs’ motion for partial summary judgment. As a result of that order, all of plaintiffs’ claims were dismissed with prejudice. On March 10, 2022, plaintiffs filed a notice of appeal to the United StatesDelaware Court of Appeals forChancery concerning the Second Circuit with respect toDSTs and the court’s orders on the motions to dismiss and for summary judgment.Student Loans, which remains pending.
On November 30, 2017, DBTCA was added as a defendant to a case brought by Commerzbank AG (“Commerzbank”)U.S. Bank denies liability in the U.S. District Court for the Southern District of New York,NCMSLT Action and believes it has performed its obligations as indenture trustee and special servicer in which Commerzbank previously alleged incorrectly that DBNTC served as trustee for all 50 of the trusts at issue. On November 30, 2017, Commerzbank filed a second amended complaint that names DBTCA as a defendant in addition to DBNTC. DBTCA serves as trustee for 1 of the 50 trusts at issue. DBNTC serves as trustee for the other 49 trusts at issue. Commerzbank’s second amended complaint brings claims for violation of the TIA; breach of contract; breach of fiduciary duty; negligence; violation of the Streit Act; and breach of the covenant of good faith. However, in the second amended complaint, Commerzbank acknowledges that, before DBTCA was added to the case, the court dismissed Commerzbank’s TIA claims for the trusts governed by pooling and servicing agreements, as well as its Streit Act claims and claims for breach of the covenant of good faith and Commerzbank only includes these claims to preserve any rights on appeal. The second amended complaint alleges that DBNTC and DBTCA caused Commerzbank to suffer “hundreds of millions of dollars in losses,” but the complaint does not include a demand for money damagescompliance in a sum certain. On January 29, 2018, DBNTC and DBTCA filed an answer to the second amended complaint. On December 7, 2018, DBNTC and DBTCA filed a motion for summary judgment. Also on December 7, 2018, Commerzbank, jointlyall material respects with the Phoenix Light plaintiffs, filed a motion for partial summary judgment. On February 8, 2022, the court issued an order in which it granted in part DBNTC and DBTCA’s motion for summary judgment and denied plaintiffs’ motion for partial summary judgment. As a result of that order, many of plaintiffs’ claims and theories were dismissed with prejudice. Discovery is ongoing.
On December 30, 2015, IKB International, S.A. in Liquidation and IKB Deutsche Industriebank A.G. (collectively, “IKB”), as an investor in 37 RMBS trusts, filed a summons with notice in the Supreme Courtterms of the State of New York, New York County, against DBNTCagreements governing the DSTs and DBTCA as trustees of the trusts. On May 27, 2016, IKB served its complaint asserting claims for breach of contract, breach of fiduciary duty, breach of duty to avoid conflicts of interest, violation of the Streit Act, violation of the TIA, violation of Regulation AB, and violation of Section 9 of the Uniform Commercial Code. IKB alleges that DBNTC and DBTCA are liable for over U.S. $268 million in damages. On October 5, 2016, DBNTC and DBTCA, together with several other trustees defending lawsuits by IKB, filed a joint motion to dismiss. On January 6, 2017 and June 20, 2017, IKB voluntarily dismissed with prejudice all claims as to seven trusts. On January 27, 2021, the court granted in part and denied in part DBNTC and DBTCA’s motion to dismiss. The court granted the motion to dismiss with respect to IKB’s claims for violations of the Streit Act, Regulation AB, and Section 9 of the Uniform Commercial Code, as well as certain aspects of IKB’s claims for breach of contract, breach of fiduciary duty, and violation of the TIA. The court denied the remainder of the motion to dismiss. IKB’s remaining claims for breach of contract, breach of fiduciary duty, breach of duty to avoid conflicts of interest, and violation of the TIA will proceed. On May 10, 2021, DBNTC and DBTCA filed a notice of appeal with the New York Supreme Court Appellate Division, First Department, regarding certain aspects of the court’s order on the motion to dismiss. On May 20, 2021, IKB filed a notice of cross appeal with respect to other aspects of that order. On August 30, 2022, the New York Supreme Court, Appellate Division, First Department affirmed in part and reversed in part the court’s order on the motion to dismiss. On November 10, 2022, the First Department granted DBNTC and DBTCA’s motion for leave to appeal to the Court of Appeals, and denied IKB’s separate motion for reargument and leave to appeal. On June 2, 2021, IKB filed a motion for re-argument regarding certain aspects of the court’s order on the motion to dismiss, which the court denied on August 3, 2021. On May 13, 2021, DBNTC and DBTCA filed an answer to the complaint. On October 28, 2021, the parties filed a stipulation, voluntarily dismissing with prejudice all claims as to seven additional trusts. On December 29, 2021, the parties filed a stipulation, voluntarily dismissing with prejudice all claims as to one additional trust. On April 22, 2022, the parties filed a stipulation, voluntarily dismissing with prejudice all claims as to 17 certificates at issue (including all claims as to 5 trusts), leaving 17 trusts at issue. Discovery is ongoing.
It is DBTCA’s belief that it has no pending legal proceedings (including, based on DBTCA’s present evaluation,meritorious defenses. It has contested and intends to continue contesting the litigation disclosed in the foregoing paragraphs) that would materially affect its ability to perform its duties under the related servicing agreement for this transaction.plaintiffs’ claims vigorously.
Part II
Item 9B. Other Information.
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
Part III
Substitute information provided in accordance with General Instruction J to Form 10-K:
Item 1119 of Regulation AB. Affiliations and Certain Relationships and Related Transactions.
Information required by Item 1119 of Regulation AB has been omitted from this report on Form 10-K in reliance on the Instruction to Item 1119. The information has been provided previously in a Prospectus, dated December 4, 2019,May 10, 2022, filed by the Issuing Entity, pursuant to Rule 424(b)(5) of the Securities Act of 1933 on December 6, 2019.May 12, 2022.
Item 1122 of Regulation AB. Compliance with Applicable Servicing Criteria.
Each of Ally Bank and DeutscheU.S. Bank Trust Company, AmericasNational Association (each, a “Servicing Participant”) has been identified by the registrant as a party participating in the servicing function with respect to the pool assets held by the Issuing Entity during the reporting period. Each of the Servicing Participants has completed a report on an assessment of compliance with the servicing criteria applicable to such Servicing Participant (each, a “Report on Assessment”) during the Issuing Entity’s year ended December 31, 2022, which Reports on Assessment are attached as exhibits to this Form 10-K. In addition, each of the Servicing Participants has provided an attestation report (each, an “Attestation Report”) by a registered independent public accounting firm regarding its related Report on Assessment. Each Attestation Report is attached as an exhibit to this Form 10-K.
None of the Reports on Assessment or the related Attestation Reports has identified any material instances of noncompliance with the servicing criteria described in the related Report on Assessment as being applicable to each such Servicing Participant.
Item 1123 of Regulation AB. Servicer Compliance Statement.
Ally Bank has been identified as the servicer during the reporting period with respect to the pool assets held by the Issuing Entity. Ally Bank has provided a statement of compliance with the applicable servicing activities (the “Compliance Statement”), signed by an authorized officer, and such Compliance Statement is attached as an exhibit to this Form 10-K.
Part IV
Item 15. Exhibit and Financial Statement Schedules.
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| (a) | List the following documents filed as a part of the report: |
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| | (1) | Financial Statements — Not Applicable. |
| | (2) | Financial Statement Schedules — Not Applicable. |
| | (3) | Exhibits |
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Item 16. Form 10-K Summary.
None.
Signature
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| Ally Auto Assets LLC, as Depositor |
| |
| /s/ Elliot Kahan | |
| Elliot Kahan |
| President |
| (Senior Officer in charge of securitization of the depositor) |
| |
Date: March 24, 2023
Index of Exhibits
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| Exhibit | | Description | | Method of Filing |
| | | | |
| 3.1 | | Second Amended and Restated Limited Liability Company Agreement of Ally Auto Assets LLC, dated as of November 7, 2018.
| | ** |
| 4.1 | | Indenture between Ally Auto Receivables Trust 2019-4 (the "Issuing Entity”)2022-1 and DeutscheU.S. Bank Trust Company, Americas,National Association, as Indenture Trustee, (the “Indenture Trustee”), dated as of December 11, 2019.May 18, 2022. | | * |
| 4.2 | | Trust Agreement between Ally Auto Assets LLC, as Depositor and BNY Mellon Trust of Delaware, as Owner Trustee and Paying Agent, dated as of December 11, 2019.May 18, 2022. | | * |
| 4.3 | | Pooling Agreement between Ally Bank, as Seller, and Ally Auto Assets LLC, dated as of December 11, 2019.May 18, 2022. | | * |
| 31.1 | | Certification of Executive Officer Pursuant to Rule 13a-14(d)/15d-14(d). | | Filed herewith. |
| 33.1 | | Report on Assessment of Compliance with SEC Regulation AB Servicing Criteria concerning activities of Ally Bank for the year ended December 31, 2022. | | Filed herewith. |
| 33.2 | | Report on Assessment of Compliance with SEC Regulation AB Servicing Criteria concerning activities of DeutscheU.S. Bank Trust Company, AmericasNational Association for the year ended December 31, 2022. | | Filed herewith. |
| 34.1 | | Registered Public Accounting Firm Attestation Report on Assessment of Compliance with applicable Servicing Criteria of Ally Bank dated March 10, 2023 for the year ended December 31, 2022. | | Filed herewith. |
| 34.2 | | Registered Public Accounting Firm Attestation Report on Assessment of Compliance with applicable Servicing Criteria of DeutscheU.S. Bank Trust Company, Americas,National Association, dated February 28,27, 2023 for the year ended December 31, 2022. | | Filed herewith. |
| 35.1 | | Servicer Compliance Statement of Ally Bank for the year ended December 31, 2022. | | Filed herewith. |
| 99.1 | | Trust Sale Agreement between Ally Auto Assets LLC, as Depositor, and theAlly Auto Receivables Trust 2022-1, as Issuing Entity, dated as of December 11, 2019.May 18, 2022. | | * |
| 99.2 | | Custodian Agreement between Ally Bank, as Custodian, and Ally Auto Assets LLC, as Depositor, dated as of December 11, 2019.May 18, 2022. | | * |
| 99.3 | | Administration Agreement among theAlly Auto Receivables Trust 2022-1, as Issuing Entity, Ally Bank, as Administrator, and theU.S. Bank Trust Company, National Association, as Indenture Trustee, dated as of December 11, 2019.May 18, 2022. | | * |
| 99.4 | | Servicing Agreement among the Issuing Entity, Ally Bank, as Servicer, and Ally Auto Assets LLC, as Depositor, and Ally Auto Receivables Trust 2022-1, as Issuing Entity, dated as of December 11, 2019.May 18, 2022. | | * |
| 99.5 | | Asset Representations Review Agreement among theAlly Auto Receivables Trust 2022-1, as Issuing Entity, Ally Bank, as Sponsor, and Clayton Fixed Income Services LLC, as Asset Representations Reviewer, dated as of December 11, 2019.May 18, 2022. | | * |
| 99.6 | | Securities Account Control Agreement among Ally Auto Receivables Trust 2022-1, as Issuing Entity, U.S. Bank Trust Company, National Association, as Indenture Trustee, and U.S. Bank National Association, as Securities Intermediary, dated as of May 18, 2022. | | * |
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| * | Incorporated by reference to the corresponding Exhibit to the Issuing Entity’s Current Report on Form 8-K filed on December 11, 2019May 18, 2022. (File No. 333-228265-03)333-262894-01). |
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| ** | Incorporated by reference to Exhibit 3.1 of Ally Auto Assets LLC's Form SF-3 Registration Statement filed on February 22, 2022 (File No. 333-262894). |