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World Omni Automobile Lease Securitization Trust 2019-A

Filed: 7 Mar 19, 3:39pm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-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):

March 5, 2019

 

WORLD OMNI AUTOMOBILE LEASE SECURITIZATION TRUST 2019-A

(Issuing Entity with respect to Securities)

(CIK: 0001766101)

  

WORLD OMNI FINANCIAL CORP.

(Sponsor with respect to Securities)

(CIK: 0001004150)

 

WORLD OMNI AUTO LEASING LLC

(Depositor with respect to Securities)

(CIK: 0001439697)

 

Delaware

(State or other jurisdiction of incorporation or organization)

 

333-210865-06

(Commission File Number)

 

90-0399122

(Registrant’s IRS Employer Identification No.)

 

190 Jim Moran Boulevard

Deerfield Beach, FL 33442

(Address of principal executive offices of registrant, including zip Code)

 

Registrant’s telephone number, including area code: (954) 429-2000

 

Former name or former address, if changed since last report: Not applicable

 

Check the appropriate box below if the Form 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 to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-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 Rule 12b-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.

 

 

 

 

Item 1.01.Entry into a Material Definitive Agreement

 

On March 5, 2019, World Omni Financial Corp. (“World Omni”) and World Omni Auto Leasing LLC (the “Depositor”) entered into an Underwriting Agreement with MUFG Securities Americas Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Wells Fargo Securities, LLC on behalf of themselves and as representatives of the several underwriters (collectively, the “Underwriters”), whereby each of the Underwriters has severally agreed to purchase $814,650,000 aggregate principal balance of various classes of Asset-Backed Notes, Series 2019-A, to be issued by World Omni Automobile Lease Securitization Trust 2019-A (the “Trust”), a Delaware statutory trust created pursuant to that certain Trust Agreement, dated as of January 16, 2019, as will be amended and restated by the Amended and Restated Trust Agreement, to be dated as of March 13, 2019, each by and between the Depositor and U.S. Bank Trust National Association, as owner trustee (the “Owner Trustee”). The Underwriting Agreement provides that the obligations of the Underwriters are subject to specified conditions precedent and that the Underwriters will purchase all of the Notes (defined below) if any of the Notes are purchased. World Omni and the Depositor have agreed to indemnify the Underwriters against some liabilities, including civil liabilities under the Securities Act, or contribute to payments which the Underwriters may be required to make in respect of some liabilities, including civil liabilities under the Securities Act.

 

The sale of the Notes has been registered pursuant to the Securities Act of 1933, as amended (the “Securities Act”) under a Registration Statement on Form SF-3 (Commission File No. 333-210865). It is anticipated that the Notes will be issued on or about March 13, 2019 (the “Issuance Date”).

 

The Underwriting Agreement is filed as an exhibit hereto.

 

Item 8.01.Other Events.

 

The registrant has filed a final prospectus, dated March 5, 2019, setting forth a description of the collateral pool and the structure of $95,000,000 aggregate principal amount of the Class A-1 Asset-Backed Notes (the “Class A-1 Notes”), $288,400,000 aggregate principal amount of the Class A-2 Asset-Backed Notes (the “Class A-2 Notes”), $288,500,000 aggregate principal amount of the Class A-3 Asset-Backed Notes (the “Class A-3 Notes”), $100,000,000 aggregate principal amount of the Class A-4 Asset-Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Class A Notes”), and $42,750,000 aggregate principal amount of the Class B Asset-Backed Notes (the “Class B Notes” and, together with the Class A Notes, the “Notes”) by the Trust.

 

On the Issuance Date, the Depositor will enter into an amended and restated trust agreement, in substantially the form of which is filed as an exhibit hereto, with the Owner Trustee, relating to the Trust. On the Issuance Date, World Omni LT (the “Titling Trust”), Auto Lease Finance LLC (the “Initial Beneficiary”), AL Holding Corp. (the “Closed-End Collateral Agent”) and U.S. Bank National Association (the “Closed-End Administrative Agent”) will enter into an Exchange Note Supplement, in substantially the form of which is filed as an exhibit hereto, pursuant to which an exchange note secured by a pool of leases and the related leased vehicles will be issued by the Titling Trust to the Initial Beneficiary. On the Closing Date, the Initial Beneficiary and the Depositor will enter into an Exchange Note Sale Agreement, in substantially the form of which is filed as an exhibit hereto, pursuant to which the exchange note will be sold from the Initial Beneficiary to the Depositor. On the Issuance Date, the Depositor and the Trust will enter into an Exchange Note Transfer Agreement, in substantially the form of which is filed as an exhibit hereto, pursuant to which the exchange note will be sold from the Depositor to the Trust. On the Issuance Date, World Omni Financial Corp., as servicer (the “Servicer”), the Titling Trust and the Closed-End Collateral Agent will enter into an Exchange Note Servicing Supplement, in substantially the form of which is filed as an exhibit hereto, pursuant to which the Servicer will agree to service the leases and related leased vehicles related to the exchange note. On the Issuance Date, the Trust will issue the Notes pursuant to an Indenture (the “Indenture”), to be dated as of the Issuance Date, between the Trust and MUFG Union Bank, N.A., as indenture trustee (the “Indenture Trustee”), in substantially the form of which is filed as an exhibit hereto.  On the Issuance Date, the Trust, the Indenture Trustee and World Omni, as administrator, will enter into an Administration Agreement, in substantially the form of which is filed as an exhibit hereto, pursuant to which the administrator agrees to perform certain duties and obligations of the Trust and the Owner Trustee under the transaction documents. On the Issuance Date, the Trust, the Servicer, and Clayton Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”), will enter into an Asset Representations Review Agreement, in substantially the form of which is filed as an exhibit hereto, pursuant to which the Asset Representations Reviewer will agree to perform, upon satisfaction of certain trigger events, reviews of certain leases for compliance with the representations and warranties made about such leases.

 

Legal opinions and a consent of Kirkland & Ellis LLP are attached as Exhibit 5.1 and Exhibit 8.1.

 

In connection with the offering of the Notes, the chief executive officer of the Depositor has made the certifications required by Paragraph I.B.1(a) of Form SF-3.  The certification is being filed on this Current Report to satisfy the requirements of Item 601(b)(36) of Regulation S-K.

 

 

 

 

Item 9.01.Financial Statements and Exhibits.

 

INDEX OF EXHIBITS

 

Exhibit No.

 

 

Description

 

 

1.1Underwriting Agreement, dated as of March 5, 2019, by and among World Omni Financial Corp., World Omni Auto Leasing LLC, and MUFG Securities Americas Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein.
4.1Indenture, to be dated as of March 13, 2019, by and between World Omni Automobile Lease Securitization Trust 2019-A, as issuing entity, and MUFG Union Bank, N.A., as indenture trustee.
5.1Opinion of Kirkland & Ellis LLP, dated as of March 7, 2019, with respect to enforceability of securities.
8.1Opinion of Kirkland & Ellis LLP, dated as of March 7, 2019, with respect to tax matters.
10.1Exchange Note Sale Agreement, to be dated as of March 13, 2019, by and between Auto Lease Finance LLC, as seller, and World Omni Auto Leasing LLC, as buyer.
10.2Exchange Note Transfer Agreement, to be dated as of March 13, 2019, by and between World Omni Auto Leasing LLC, as depositor, and World Omni Automobile Lease Securitization Trust 2019-A, as issuing entity and buyer.
10.32019-A Exchange Note Supplement to Collateral Agency Agreement, to be dated as of March 13, 2019, by and among World Omni LT, as borrower, Auto Lease Finance LLC, as initial beneficiary, AL Holding Corp., as closed-end collateral agent, and U.S. Bank National Association, as closed-end administrative agent.
10.4Exchange Note Servicing Supplement 2019-A to Closed-End Servicing Agreement, to be dated as of March 13, 2019, by and among World Omni Financial Corp., as servicer, World Omni LT, as titling trust, and AL Holding Corp., as closed-end collateral agent.
36.1Depositor CEO Certification.
99.1Trust Agreement, to be dated as of March 13, 2019, by and between World Omni Auto Leasing LLC, as depositor, and U.S. Bank Trust National Association, as owner trustee.
99.2Administration Agreement, to be dated as of March 13, 2019, by and among World Omni Automobile Lease Securitization Trust 2019-A, as issuing entity, World Omni Financial Corp., as administrator, and MUFG Union Bank, N.A., as indenture trustee.
99.3Asset Representations Review Agreement, to be dated March 13, 2019, among World Omni Automobile Lease Securitization Trust 2019-A, World Omni Financial Corp., as servicer, and Clayton Fixed Income Services LLC, as asset representations reviewer.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the depositor has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

World Omni Auto Leasing LLC
(Depositor)

By:/s/ Ronald J. Virtue           

Name: Ronald J. Virtue
Title: Assistant Treasurer

 

Dated: March 7, 2019