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EX-4.3 - TRUST AGREEMENT - WORLD OMNI AUTO RECEIVABLES LLCd545674dex43.htm
EX-1.1 - UNDERWRITING AGREEMENT - WORLD OMNI AUTO RECEIVABLES LLCd545674dex11.htm
EX-4.2 - INDENTURE - WORLD OMNI AUTO RECEIVABLES LLCd545674dex42.htm
EX-4.1 - SALE AND SERVICING AGREEMENT - WORLD OMNI AUTO RECEIVABLES LLCd545674dex41.htm
EX-99.1 - RECEIVABLES PURCHASE AGREEMENT - WORLD OMNI AUTO RECEIVABLES LLCd545674dex991.htm
EX-99.2 - ADMINISTRATION AGREEMENT - WORLD OMNI AUTO RECEIVABLES LLCd545674dex992.htm

 

 

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): May 29, 2013

 

 

WORLD OMNI AUTO RECEIVABLES TRUST 2013-A

(Issuing Entity with respect to Securities)

WORLD OMNI FINANCIAL CORP.

(Sponsor with respect to Securities)

WORLD OMNI AUTO RECEIVABLES LLC

(Depositor with respect to Securities)

 

 

Delaware

(State or other jurisdiction of incorporation or organization)

333-183014-02

(Commission File Number)

52-2184798

(Depositor’s I.R.S. Employer Identification No.)

6189

(Primary Standard Industrial Classification Code Number)

190 Jim Moran Blvd.

Deerfield Beach, FL 33442

(Address of principal executive offices of depositor, including Zip Code)

Depositor’s telephone number, including area code: (954) 429-2200

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 depositor 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 8.01. Other Events.

On May 29, 2013, World Omni Auto Receivables LLC, a Delaware limited liability company (the “Depositor”), entered into an amended and restated trust agreement, a copy of which is filed as an exhibit hereto, with U.S. Bank Trust National Association, as owner trustee (the “Owner Trustee”), relating to World Omni Auto Receivables Trust 2013-A (the “Issuing Entity”), a Delaware statutory trust created on April 11, 2013. On May 29, 2013, World Omni Financial Corp. and the Depositor entered into a Receivables Purchase Agreement, a copy of which is filed as an exhibit hereto, pursuant to which specified motor vehicle retail installment sale contracts and related property were sold by World Omni Financial Corp. to the Depositor. On May 29, 2013, the Issuing Entity, the Depositor and World Omni Financial Corp., as servicer, entered into a Sale and Servicing Agreement (the “Sale and Servicing Agreement”), a copy of which is filed as an exhibit hereto, pursuant to which motor vehicle retail installment sale contracts and related property were transferred by the Depositor to the Issuing Entity. On May 29, 2013, the Issuing Entity issued to the Depositor the asset-backed notes, Series 2013-A, Class A-1, Class A-2, Class A-3, Class A-4 and Class B Notes (together, the “Notes”), having an aggregate original principal amount of $903,891,000, pursuant to an Indenture (the “Indenture”), dated as of May 29, 2013, between the Issuing Entity and Deutsche Bank Trust Company Americas, as indenture trustee (the “Indenture Trustee”), a copy of which is filed as an exhibit hereto. The Notes were sold by the Depositor to Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, Wells Fargo Securities LLC, Barclays Capital Inc., Morgan Stanley & Co. LLC, PNC Capital Markets LLC, BB&T Capital Markets, a division of BB&T Securities, LLC, Comerica Securities, Inc. and Regions Securities LLC, as underwriters, pursuant to an Underwriting Agreement, dated as of May 21, 2013, by and among the Depositor, World Omni Financial Corp. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and Wells Fargo Securities LLC, as representatives of the underwriters, a copy of which is filed as an exhibit hereto, and those Notes were then sold by the underwriters to the public. On May 29, 2013, the Issuing Entity, the Depositor, the Indenture Trustee and World Omni Financial Corp., as administrator, entered into an administration agreement, a copy of which is filed as an exhibit hereto, pursuant to which the administrator agreed to perform certain duties and obligations of the Issuing Entity and the Owner Trustee under the transaction documents.

Interest on the Notes will be distributed on each Payment Date (as defined in Appendix A to the Sale and Servicing Agreement). Monthly distributions in reduction of the principal amount of the Notes will be allocated to the Notes in accordance with the priorities set forth in the Indenture and the Sale and Servicing Agreement.

 

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Item 9.01. Financial Statements and Exhibits.

 

Exhibit

No.

   Description
Exhibit 1.1    Underwriting Agreement, dated as of May 21, 2013, by and among World Omni Financial Corp., World Omni Auto Receivables LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and Wells Fargo Securities LLC, as representatives of the underwriters named therein.
Exhibit 4.1    Sale and Servicing Agreement, dated as of May 29, 2013, by and among World Omni Financial Corp., as servicer, World Omni Auto Receivables LLC, as depositor, and World Omni Auto Receivables Trust 2013-A, as issuing entity.
Exhibit 4.2    Indenture, dated as of May 29, 2013, by and between World Omni Auto Receivables Trust 2013-A, as issuing entity, and Deutsche Bank Trust Company Americas, as indenture trustee.
Exhibit 4.3    Trust Agreement, dated as of May 29, 2013, by and between World Omni Auto Receivables LLC, as depositor, and U.S. Bank Trust National Association, as owner trustee.
Exhibit 99.1    Receivables Purchase Agreement, dated as of May 29, 2013, by and between World Omni Financial Corp. and World Omni Auto Receivables LLC.
Exhibit 99.2    Administration Agreement, dated as of May 29, 2013, by and among World Omni Financial Corp., as administrator, World Omni Auto Receivables LLC, as depositor, World Omni Auto Receivables Trust 2013-A, as issuing entity, and Deutsche Bank Trust Company Americas, as indenture trustee.

 

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SIGNATURE

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 RECEIVABLES LLC

(Depositor)

Dated: May 29, 2013     By:  

/s/ Charles M. Einhorn

    Name:   Charles M. Einhorn
    Its:   Assistant Treasurer

 

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INDEX OF EXHIBITS

 

Exhibit

No.

   Description
Exhibit 1.1    Underwriting Agreement, dated as of May 21, 2013, by and among World Omni Financial Corp., World Omni Auto Receivables LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and Wells Fargo Securities LLC, as representatives of the underwriters named therein.
Exhibit 4.1    Sale and Servicing Agreement, dated as of May 29, 2013, by and among World Omni Financial Corp., as servicer, World Omni Auto Receivables LLC, as depositor, and World Omni Auto Receivables Trust 2013-A, as issuing entity.
Exhibit 4.2    Indenture, dated as of May 29, 2013, by and between World Omni Auto Receivables Trust 2013-A, as issuing entity, and Deutsche Bank Trust Company Americas, as indenture trustee.
Exhibit 4.3    Trust Agreement, dated as of May 29, 2013, by and between World Omni Auto Receivables LLC, as depositor, and U.S. Bank Trust National Association, as owner trustee.
Exhibit 99.1    Receivables Purchase Agreement, dated as of May 29, 2013, by and between World Omni Financial Corp. and World Omni Auto Receivables LLC.
Exhibit 99.2    Administration Agreement, dated as of May 29, 2013, by and among World Omni Financial Corp., as administrator, World Omni Auto Receivables LLC, as depositor, World Omni Auto Receivables Trust 2013-A, as issuing entity, and U.S. Bank National Association, as indenture trustee.

 

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