UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-K
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) April 30, 2019
FIFTH THIRD AUTO TRUST2019-1
(Exact Name of Issuing Entity as Specified in its Charter)
Commission File Number of Issuing Entity:333-211395-02
Central Index Key Number: 0001772608
FIFTH THIRD HOLDINGS FUNDING, LLC
(Exact Name of Depositor as Specified in its Charter)
Commission File Number of Depositor:333-211395
Central Index Key Number: 0001405332
FIFTH THIRD BANK
(Exact Name of Sponsor as Specified in its Charter)
Central Index Key Number: 0000035528
Delaware
(State or Other Jurisdiction of Incorporation of Issuing Entity/Registrant)
83-6820477
(Issuing Entity’s I.R.S. Employer Identification No.)
c/o Fifth Third Holdings Funding, LLC 1701 Golf Road, Tower 1, 8th Floor Rolling Meadows, Illinois | 60008 | |
(Address of Principal Executive Offices) | (Zip Code) |
(847)354-7341
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if theForm 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant toRule 14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant toRule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant toRule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
☐ | 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 |
Securities registered pursuant to Section 12(b) of the Act:
| ||||
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
N/A | N/A | N/A | ||
| ||||
|
Item 8.01. | Other Events. |
The registrant has filed a prospectus, dated April 30, 2019, setting forth a description of the receivables pool and the structure of $300,000,000 aggregate principal amount ofthe Class A-1 Asset Backed Notes (the“Class A-1 Notes”) $447,368,000 aggregate principal amount ofthe Class A-2-A Asset Backed Notes (the“Class A-2-A Notes”), $52,632,000 aggregate principal amount ofthe Class A-2-B Asset Backed Notes (the“Class A-2-B Notes”), $430,000,000 aggregate principal amount ofthe Class A-3 Asset Backed Notes (the“Class A-3 Notes”) and $139,700,000 aggregate principal amount ofthe Class A-4 Asset Backed Notes (the“Class A-4 Notes”) (collectively, the “Notes”) issued by Fifth Third Auto Trust2019-1. Fifth Third Holdings Funding, LLC will initially retain at least 5% (by initial principal amount) of each of theClass A-1 Notes,the Class A-2-A Notes,the Class A-2-B Notes,the Class A-3 Notes andthe Class A-4 Notes.
This Current Report on Form8-K is being filed in connection with the issuance of the Notes to satisfy an undertaking to file unqualified legality and tax opinions at the time of each takedown from the Registration Statement. Copies of the legality and tax opinions delivered by Mayer Brown LLP, counsel to the Registrant, in connection with the issuance of the Notes are attached hereto as Exhibits 5.1 and 8.1, respectively.
Item 9.01. | Financial Statements and Exhibits. |
(a) | Not applicable. |
(b) | Not applicable. |
(c) | Not applicable. |
(d) | Exhibits. |
Exhibit | Document Description | |
5.1 | Opinion of Mayer Brown LLP with respect to legality matters. | |
8.1 | Opinion of Mayer Brown LLP with respect to tax matters. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
May 2, 2019 | FIFTH THIRD HOLDINGS FUNDING, LLC | |||||
By: | /s/ James Leonard | |||||
Name: | James Leonard | |||||
Title: | President |