Attached files
| file | filename |
|---|---|
| EX-10.1 - EX-10.1 - VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC | d672218dex101.htm |
| EX-10.2 - EX-10.2 - VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC | d672218dex102.htm |
| EX-10.4 - EX-10.4 - VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC | d672218dex104.htm |
| EX-10.5 - EX-10.5 - VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC | d672218dex105.htm |
| EX-10.6 - EX-10.6 - VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC | d672218dex106.htm |
| EX-1.1 - EX-1.1 - VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC | d672218dex11.htm |
| EX-4.1 - EX-4.1 - VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC | d672218dex41.htm |
| EX-10.3 - EX-10.3 - VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC | d672218dex103.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) February 5, 2014
Volkswagen Auto Lease/Loan Underwritten Funding, LLC
VW Credit Leasing, Ltd.
Volkswagen Credit, Inc.
Volkswagen Auto Lease Trust 2014-A
(Exact Names of Co-Registrants/Sponsor/Issuing Entity as Specified in their Charters)
| Delaware | 333-185282 333-185282-05 |
11-365048-3 46-7259333 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Numbers) |
(Registrants’ I.R.S. Employer Identification Nos.) |
| 2200 Ferdinand Porsche Drive Herndon, Virginia |
20171 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(703) 364-7000
(Co-Registrants’ Telephone Number, Including Area Code)
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)) |
| Item 8.01. | Other Events. |
The Co-Registrants are filing the exhibits listed in Item 9.01(d) below in connection with the issuance of the of Class A-1 0.200000% Notes, Class A-2-A 0.52% Notes, Class A-2-B LIBOR + 0.21% Notes, Class A-3 0.80% Notes and Class A-4 0.99% Notes (the “Notes”) by Volkswagen Auto Lease Trust 2014-A (the “Issuing Entity”) described in the Prospectus Supplement dated February 4, 2014 and the Prospectus dated January 29, 2014.
| Item 9.01. | Financial Statements and Exhibits. |
| (a) | Not applicable. |
| (b) | Not applicable. |
| (c) | Not applicable. |
| (d) | Exhibits. |
2
| Exhibit |
Document Description | |
| 1.1 | Underwriting Agreement, dated as of February 5, 2014, between Volkswagen Auto Lease/Loan Underwritten Funding, LLC, VW Credit, Inc., and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several underwriters. | |
| 4.1 | Indenture to be dated as of February 12, 2014 between the Issuing Entity and Citibank, N.A., as indenture trustee. | |
| 10.1 | Transaction SUBI Supplement 2014-A to Origination Trust Agreement, to be dated as of February 12, 2014 between VW Credit, Inc., as settlor and initial beneficiary, and U.S. Bank National Association, as UTI trustee, administrative trustee and SUBI trustee. | |
| 10.2 | Transaction SUBI Supplement 2014-A to Servicing Agreement, to be dated as of February 12, 2014 between VW Credit Leasing, Ltd., as origination trust, U.S. Bank National Association as SUBI trustee and VW Credit, Inc. as Servicer. | |
| 10.3 | SUBI Sale Agreement, to be dated as of February 12, 2014, between VW Credit, Inc. as seller and Volkswagen Auto Lease/Loan Underwritten Funding, LLC, as buyer. | |
| 10.4 | SUBI Transfer Agreement, to be dated as of February 12, 2014, between Volkswagen Auto Lease/Loan Underwritten Funding, LLC, as seller, and Volkswagen Auto Lease Trust 2014-A, as buyer. | |
| 10.5 | Amended and Restated Trust Agreement, to be dated as of February 12, 2014, between Volkswagen Auto Lease/Loan Underwritten Funding, LLC, as depositor, and Deutsche Bank Trust Company Delaware, as owner trustee. | |
| 10.6 | Administration Agreement, to be dated as of February 12, 2014, among Volkswagen Auto Lease Trust 2014-A, as issuer, VW Credit, Inc., as administrator and Citibank, N.A., as indenture trustee. | |
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each of the Co- Registrants, Volkswagen Auto Lease/Loan Underwritten Funding, LLC and VW Credit Leasing, Ltd. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: February 6, 2014 | VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC | |||
| By: | /s/ William Horwath | |||
| Name: | William Horwath | |||
| Title: | President & Treasurer | |||
| By: | /s/ Kevin McDonald | |||
| Name: | Kevin McDonald | |||
| Title: | Secretary | |||
| VW CREDIT LEASING, LTD. | ||||
| By: | VW Credit, Inc., as Servicer | |||
| By: | /s/ William Horwath | |||
| Name: | William Horwath | |||
| Title: | Treasurer | |||
| By: | /s/ Dr. Christian Dahlheim | |||
| Name: | Dr. Christian Dahlheim | |||
| Title: | Executive Vice President & CFO | |||
8-K re: final Underwriting Agreement
and transaction documents