Attached files

file filename
EX-5.1 - EX-5.1 - Fifth Third Holdings Funding, LLCd675327dex51.htm
EX-1.1 - EX-1.1 - Fifth Third Holdings Funding, LLCd675327dex11.htm
EX-8.1 - EX-8.1 - Fifth Third Holdings Funding, LLCd675327dex81.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 11, 2014

 

 

FIFTH THIRD AUTO TRUST 2014-1

(Exact Name of Issuing Entity as Specified in its Charter)

Commission File Number of Issuing Entity: 333-182215-03

FIFTH THIRD HOLDINGS FUNDING, LLC

(Exact Name of Depositor as Specified in its Charter)

Commission File Number of Depositor: 333-182215

FIFTH THIRD BANK

(Exact Name of Sponsor as Specified in its Charter)

 

 

 

Delaware

(State or Other Jurisdiction of Incorporation of Issuing Entity/Registrant)

46-7209469

(Issuing Entity’s I.R.S. Employer Identification No.)

 

c/o Fifth Third Holdings Funding, LLC

1701 Golf Road, Tower 1, 9th Floor

Rolling Meadows, Illinois

  60008
(Address of Principal Executive Offices)   (Zip Code)

(847) 354-7341

(Registrant’s 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 1.01. Entry into a Material Definitive Agreement.

On February 11, 2014, Fifth Third Holdings Funding, LLC and Fifth Third Bank entered into an Underwriting Agreement with Credit Suisse Securities (USA) LLC, on behalf of itself and as representative of the several underwriters (collectively, the “Underwriters”), for the issuance and sale of Class A-1 Auto Loan Asset Backed Notes (the “Class A-1 Notes”), Class A-2 Auto Loan Asset Backed Notes (the “Class A-2 Notes”), Class A-3 Auto Loan Asset Backed Notes (the “Class A-3 Notes”) and Class A-4 Auto Loan Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes, the “Notes”) by Fifth Third Auto Trust 2014-1 described in the Prospectus Supplement dated February 11, 2014.

Attached as Exhibit 1.1 is the Underwriting Agreement.

Item 8.01. Other Events.

The Registrant is filing the exhibit(s) listed in Item 9.01(d) below in connection with the issuance of the Notes.

This Current Report on Form 8-K is being filed in connection with the issuance of the Notes to satisfy an undertaking to file unqualified legality and tax opinions at the time of each takedown from the Registration Statement. Copies of the legality and tax opinions delivered by Mayer Brown LLP, counsel to the Registrant, in connection with the issuance of the Notes are attached hereto as Exhibits 5.1 and 8.1, respectively.

Item 9.01. Financial Statements and Exhibits.

 

  (a) Not applicable.

 

  (b) Not applicable.

 

  (c) Not applicable.

 

  (d) Exhibits.

 

Exhibit
No.

  

Document Description

1.1    Underwriting Agreement, dated February 11, 2014, among Fifth Third Holdings Funding, LLC, Fifth Third Bank and Credit Suisse Securities (USA) LLC, on behalf of itself and as representative of the several Underwriters.
5.1    Opinion of Mayer Brown LLP with respect to legality matters
8.1    Opinion of Mayer Brown LLP with respect to tax matters


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.

 

February 12, 2014     FIFTH THIRD HOLDINGS FUNDING, LLC
    By:   /s/ James Leonard
    Name:   James Leonard
    Title:   President