Attached files

file filename
EX-4.3 - POOLING AGREEMENT - Ally Auto Assets LLCd122941dex43.htm
EX-4.1 - INDENTURE - Ally Auto Assets LLCd122941dex41.htm
EX-1.1 - UNDERWRITING AGREEMENT - Ally Auto Assets LLCd122941dex11.htm
EX-4.2 - TRUST AGREEMENT - Ally Auto Assets LLCd122941dex42.htm
EX-8.1 - OPINION OF COUNSEL OF KIRKLAND & ELLIS LLP - Ally Auto Assets LLCd122941dex81.htm
EX-5.1 - OPINION OF COUNSEL OF KIRKLAND & ELLIS LLP - Ally Auto Assets LLCd122941dex51.htm
EX-99.3 - ADMINISTRATION AGREEMENT - Ally Auto Assets LLCd122941dex993.htm
EX-99.5 - ASSET REPRESENTATIONS REVIEW AGREEMENT - Ally Auto Assets LLCd122941dex995.htm
EX-99.4 - SERVICING AGREEMENT - Ally Auto Assets LLCd122941dex994.htm
EX-36.1 - DEPOSITOR CERTIFICATION - Ally Auto Assets LLCd122941dex361.htm
EX-99.2 - CUSTODIAN AGREEMENT - Ally Auto Assets LLCd122941dex992.htm
EX-99.1 - TRUST SALE AGREEMENT - Ally Auto Assets LLCd122941dex991.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) January 20, 2016

 

 

Ally Auto Receivables Trust 2016-1

(Issuing Entity with respect to Securities)

Ally Auto Assets LLC

(Depositor with respect to Securities)

Ally Bank

(Sponsor with respect to Securities)

 

 

 

Delaware   333-204844-01   37-6609322

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

Ally Auto Assets 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 Auto Assets LLC (“Ally Auto”) has registered an issuance of $22,523,500,297.91 in principal amount of asset backed notes on Form SF-3 (Registration File No. 333-204844) under the Securities Act of 1933, as amended (the “Act”), filed on June 9, 2015, as amended by Pre-Effective Amendment No. 1 on August 14, 2015, by Pre-Effective Amendment No. 2 on September 24, 2015, by Pre-Effective Amendment No. 3 on October 22, 2015, by Pre-Effective Amendment No. 4 on October 30, 2015 and by Pre-Effective Amendment No. 5 on November 6, 2015 (as amended, the “Registration Statement”).

On January 20, 2016, Ally Auto and Ally Bank entered into an Underwriting Agreement with Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters named therein (collectively, the “Underwriters”), for the issuance and sale of certain asset backed notes of Ally Auto Receivables Trust 2016-1 (the “Issuing Entity”) in the following classes: (i) the Class A-2a Asset Backed Notes (the “Class A-2a Notes”), (ii) the Class A-2b Asset Backed Notes (the “Class A-2b Notes”), (iii) the Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and (iv) the Class A-4 Asset Backed Notes (the “Class A-4 Notes” and together with the Class A-2a Notes, the Class A-2b Notes and the Class A-3 Notes, the “Offered Notes”). The Offered Notes have an aggregate principal balance of $795,300,000. The Class A-1 Asset Backed Notes (the “Class A-1 Notes”), the Class B Asset Backed Notes (the “Class B Notes”), the Class C Asset Backed Notes (the “Class C Notes”) and the Class D Asset Backed Notes (the “Class D Notes” and collectively with the Class A-1 Notes, the Class B Notes and the Class C Notes, the “Retained Notes,” and the Retained Notes together with the Offered Notes, the “Notes”) will also be issued by the Issuing Entity. Only the Offered Notes have been registered pursuant to the Act under the Registration Statement. The Retained Notes and the Certificates will initially be held by the Depositor or an affiliate of the Depositor. It is expected that the Notes will be issued on or about January 27, 2016 (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 an Indenture attached hereto as Exhibit 4.1, to be dated as of the Closing Date between the Issuing Entity and Deutsche Bank Trust Company Americas, as Indenture Trustee.

The Notes evidence indebtedness of the Issuing Entity, the assets of which will consist primarily of motor vehicle retail instalment sale contracts (the “Receivables”) secured by new and used automobiles and light duty trucks financed thereby.

On the Closing Date, the Receivables will have the characteristics described in the Prospectus, dated as of January 20, 2016, to be filed with the Commission pursuant to Rule 424(b)(5) of the Act on January 22, 2016.

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 January 20, 2016, by and among Ally Bank, Ally Auto Assets LLC and Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the underwriters named therein.
Exhibit 4.1    Indenture between Ally Auto Receivables Trust 2016-1 and Deutsche Bank Trust Company Americas, as Indenture Trustee, to be dated as of January 27, 2016.
Exhibit 4.2    Trust Agreement between Ally Auto Assets LLC, as Depositor, and BNY Mellon Trust of Delaware, as Owner Trustee, to be dated as of January 27, 2016.
Exhibit 4.3    Pooling Agreement between Ally Bank, as Seller, and Ally Auto Assets LLC, to be dated as of January 27, 2016.
Exhibit 5.1    Opinion of Counsel of Kirkland & Ellis LLP, dated as of January 22, 2016.
Exhibit 8.1    Opinion of Counsel of Kirkland & Ellis LLP, dated as of January 22, 2016.
Exhibit 36.1    Depositor Certification for shelf offerings of asset-backed securities.
Exhibit 99.1    Trust Sale Agreement between Ally Auto Assets LLC, as Depositor, and Ally Auto Receivables Trust 2016-1, as Issuing Entity, to be dated as of January 27, 2016.
Exhibit 99.2    Custodian Agreement between Ally Financial Inc., as Custodian, and Ally Auto Assets LLC, as Depositor, to be dated as of January 27, 2016.
Exhibit 99.3    Administration Agreement among Ally Auto Receivables Trust 2016-1, as Issuing Entity, Ally Financial Inc., as Administrator, and Deutsche Bank Trust Company Americas, as Indenture Trustee, to be dated as of January 27, 2016.
Exhibit 99.4    Servicing Agreement among Ally Financial Inc., as Servicer, Ally Auto Assets LLC, as Depositor, and Ally Auto Receivables Trust 2016-1, as Issuing Entity, to be dated as of January 27, 2016.
Exhibit 99.5    Asset Representations Review Agreement among Ally Auto Receivables Trust 2016-1, as Issuing Entity, Ally Bank, as Sponsor, and Clayton Fixed Income Services LLC, as Asset Representations Reviewer, to be dated as of January 27, 2016.


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 AUTO ASSETS LLC
By:  

/s/ M. T. St. Charles

Name:   M. T. St. Charles
Title:   Vice President

Dated: January 22, 2016


EXHIBIT INDEX

 

Exhibit

No.

  

Description

Exhibit 1.1    Underwriting Agreement, dated as of January 20, 2016, by and among Ally Bank, Ally Auto Assets LLC and Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the underwriters named therein.
Exhibit 4.1    Indenture between Ally Auto Receivables Trust 2016-1 and Deutsche Bank Trust Company Americas, as Indenture Trustee, to be dated as of January 27, 2016.
Exhibit 4.2    Trust Agreement between Ally Auto Assets LLC, as Depositor, and BNY Mellon Trust of Delaware, as Owner Trustee, to be dated as of January 27, 2016.
Exhibit 4.3    Pooling Agreement between Ally Bank, as Seller, and Ally Auto Assets LLC, to be dated as of January 27, 2016.
Exhibit 5.1    Opinion of Counsel of Kirkland & Ellis LLP, dated as of January 22, 2016.
Exhibit 8.1    Opinion of Counsel of Kirkland & Ellis LLP, dated as of January 22, 2016.
Exhibit 36.1    Depositor Certification for shelf offerings of asset-backed securities.
Exhibit 99.1    Trust Sale Agreement between Ally Auto Assets LLC, as Depositor, and Ally Auto Receivables Trust 2016-1, as Issuing Entity, to be dated as of January 27, 2016.
Exhibit 99.2    Custodian Agreement between Ally Financial Inc., as Custodian, and Ally Auto Assets LLC, as Depositor, to be dated as of January 27, 2016.
Exhibit 99.3    Administration Agreement among Ally Auto Receivables Trust 2016-1, as Issuing Entity, Ally Financial Inc., as Administrator, and Deutsche Bank Trust Company Americas, as Indenture Trustee, to be dated as of January 27, 2016.
Exhibit 99.4    Servicing Agreement among Ally Financial Inc., as Servicer, Ally Auto Assets LLC, as Depositor, and Ally Auto Receivables Trust 2016-1, as Issuing Entity, to be dated as of January 27, 2016.
Exhibit 99.5    Asset Representations Review Agreement among Ally Auto Receivables Trust 2016-1, as Issuing Entity, Ally Bank, as Sponsor, and Clayton Fixed Income Services LLC, as Asset Representations Reviewer, to be dated as of January 27, 2016.