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Verizon ABS II

Filed: 20 May 21, 2:26pm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  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):  May 18, 2021
 
VERIZON MASTER TRUST
(Exact name of Issuing Entity as specified in its charter)
Commission File Number: 333-253034-01
Central Index Key: 0001844964
 
VERIZON ABS II LLC
(Exact name of Depositor/Registrant as specified in its charter)
Central Index Key: 0001836995

Delaware333-25303423-2259884
(State or Other Jurisdiction of Incorporation of Registrant)(Commission File Number of Registrant)(IRS Employer Identification No. of Registrant)

CELLCO PARTNERSHIP
(Exact name of Sponsor as specified in its charter)
Central Index Key: 0001175215

One Verizon Way
Basking Ridge, New Jersey
 
07920
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (212) 395-1000
 
Not Applicable
(Former name or former address, if changed since last report)

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:
 
[   ]
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))
 


Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Not applicable Not applicable Not applicable

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 or about May 25, 2021, Verizon ABS II LLC (the “Depositor”) will transfer certain device payment plan agreements (the “Receivables”) to Verizon Master Trust (the “Trust”).  The Trust will grant a security interest in the Receivables to U.S. Bank National Association, as master collateral agent (the “Master Collateral Agent”), for the benefit of various secured parties, including the noteholders, and will issue: (i) Class A Asset-Backed Notes with an initial note balance of $1,500,500,000; (ii) Class B Asset-Backed Notes with an initial note balance of $118,700,000; and (iii) Class C Asset-Backed Notes with an initial note balance of $80,800,000.  This Current Report on Form 8-K is being filed to file executed copies of the Underwriting Agreement and the Depositor Certification and forms of the Master Collateral Agency and Intercreditor Agreement, the Indenture, the Amended and Restated Trust Agreement, the Originator Receivables Transfer Agreement, the Additional Transferor Receivables Transfer Agreement, the Transfer and Servicing Agreement, the Administration Agreement, the Account Control Agreement, the Series 2021-1 Account Control Agreement, the Parent Support Agreement and the Asset Representations Review Agreement (as listed below) to be executed.
 
Item 9.01.
Financial Statements and Exhibits.


(a)
Not applicable.


(b)
Not applicable.


(c)
Not applicable.


(d)
Exhibits:


Exhibit No.
Description


1.1



4.1

10.1


10.2


10.3


10.4


10.5


10.6


10.7


10.8



36.1

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.
 

 
VERIZON ABS II LLC
    
    
 
By:  
/s/ Kee Chan Sin
  
Name:  
Kee Chan Sin
  
Title:
Chief Financial Officer


Date:  May 20, 2021