Attached files

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EX-1.1 - UNDERWRITING AGREEMENT - Ally Wholesale Enterprises LLCd232915dex11.htm
EX-5.1 - OPINION OF COUNSEL OF KIRKLAND & ELLISS LLP - Ally Wholesale Enterprises LLCd232915dex51.htm
EX-4.1 - FORM OF SERIES 2011-4 INDENTURE SUPPLEMENT - Ally Wholesale Enterprises LLCd232915dex41.htm
EX-8.1 - OPINION OF COUNSEL OF KIRKLAND & ELLISS LLP - Ally Wholesale Enterprises LLCd232915dex81.htm

 

 

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) September 14, 2011

 

 

Ally Master Owner Trust

(Issuing Entity with respect to Securities)

Ally Wholesale Enterprises LLC

(Depositor with respect to Securities)

Ally Bank

(Sponsor with respect to Securities)

 

 

 

Delaware   333-167044-1   27-6449246

(State or Other Jurisdiction of

Incorporation)

 

(Commission File

Number)

 

(I.R.S. Employer Identification

Number)

Ally Wholesale Enterprises LLC

200 Renaissance Center

Detroit, Michigan

  48265
(Address of principal executive offices)   (Zip Code)

Registrant’s Telephone Number, including area code: (313) 656-5500

 

 

(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))

 

 

 


Item 1.01 and 8.01. Entry into a Material Definitive Agreement and Other Events

Ally Wholesale Enterprises LLC (the “Company”) has registered an issuance of $25,700,000,000 in principal amount of asset backed notes on Form S-3 (Registration File No. 333-167044) under the Securities Act of 1933, as amended (the “Act”) filed on May 24, 2010, as amended by Pre-Effective Amendment No. 1 on July 9, 2010, by Pre-Effective Amendment No. 2 on July 29, 2010, and by Pre-Effective Amendment No. 3 on August 10, 2010 (as amended, the “Registration Statement”).

On September 14, 2011, the Company and Ally Bank entered into an Underwriting Agreement (the “Underwriting Agreement”) with Barclays Capital Inc., Citigroup Global Markets Inc. and JPMorgan Securities LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), for the issuance and sale of certain asset backed notes of Ally Master Owner Trust (the “Issuing Entity”) in the following classes: the $250,000,000 Class A-1 Floating Rate Asset Backed Notes, Series 2011-4 (the “Class A-1 Notes”), the 250,000,000 Class A-2 Fixed Rate Asset Backed Notes, Series 2011-4 (the “Class A-2 Notes” and, together with the Class A-1 Notes, the “Class A Notes,” or the “Offered Notes”). The Issuing Entity will also issue $24,648,000 Class B Floating Rate Asset Backed Notes, Series 2011-4 (the “Class B Notes”), $38,732,000 Class C [loating Rate Asset Backed Notes, Series 2011-4 (the “Class C Notes”), $28,169,000 Class D Floating Rate Asset Backed Notes, Series 2011-4 (the “Class D Notes”), and $112,676,352 Class E Asset Backed Equity Notes, Series 2011-4 (the “Class E Notes,” and collectively with the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes, the “Notes”), which will not be sold pursuant to the Underwriting Agreement. Only the Offered Notes have been registered pursuant to the Act under the Registration Statement. The Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes may be retained by the Company or sold in one or more separate transactions intended to be exempt from the registration requirements of the Act. It is expected that the Notes will be issued on or about September 21, 2011 (the “Closing Date”).

This Current Report on Form 8-K is being filed to satisfy an undertaking to file copies of certain agreements executed in connection with the issuance of the Offered Notes, the forms of which were filed as Exhibits to the Registration Statement.

The Notes will be issued pursuant to the Series 2011-4 Indenture Supplement (the “Series 2011-4 Indenture Supplement”), a form of which is attached hereto as Exhibit 4.1, to be dated as of the Closing Date between the Issuing Entity and Wells Fargo Bank, National Association, as Indenture Trustee (the “Indenture Trustee”) to an indenture (the “Indenture”), dated as of February 12, 2010, between the Issuing Entity and the Indenture Trustee.

The Notes evidence indebtedness of the Issuing Entity, the assets of which consist primarily of a revolving pool of receivables arising under floorplan financing agreements between Ally Bank and a group of retail automotive dealers (such revolving pool the “Pool of Accounts”).

As of August 29, 2011, the Pool of Accounts had the characteristics described in the Prospectus Supplement dated as of September 14, 2011 to be filed with the Commission pursuant to Rule 424(b) of the Act.

 

2


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

Item 9.01. Exhibits

 

Exhibit 1.1    Underwriting Agreement, dated as of September 14, 2011, by and among Ally Bank, Ally Wholesale Enterprises LLC and Barclays Capital Inc., Citigroup Global Markets Inc. and JPMorgan Securities LLC, as representatives of the underwriters named therein.
Exhibit 4.1    Form of Series 2011-4 Indenture Supplement between Ally Master Owner Trust and Wells Fargo Bank, National Association, as Indenture Trustee, to be dated as of September 21, 2011.
Exhibit 5.1    Opinion of Counsel of Kirkland & Ellis LLP, dated as of September 16, 2011.
Exhibit 8.1    Opinion of Counsel of Kirkland & Ellis LLP, dated as of September 16, 2011.

 

3


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.

 

ALLY WHOLESALE ENTERPRISES LLC
By:   /s/ S. Dekarske

Name:

Title:

 

S. Dekarske

Vice President

Dated: September 16, 2011

 

4


EXHIBIT INDEX

 

Exhibit No.

  

Description

Exhibit 1.1    Underwriting Agreement, dated as of September 14, 2011, by and among Ally Bank, Ally Wholesale Enterprises LLC and Barclays Capital Inc., Citigroup Global Markets Inc. and JPMorgan Securities LLC, as representatives of the underwriters named therein.
Exhibit 4.1    Form of Series 2011-4 Indenture Supplement between Ally Master Owner Trust and Wells Fargo Bank, National Association, as Indenture Trustee, to be dated as of September 21, 2011.
Exhibit 5.1    Opinion of Counsel of Kirkland & Ellis LLP, dated as of September 16, 2011.
Exhibit 8.1    Opinion of Counsel of Kirkland & Ellis LLP, dated as of September 16, 2011.