Attached files
| file | filename |
|---|---|
| EX-1.1 - EX-1.1 - California Republic Auto Receivables Trust 2016-1 | d140949dex11.htm |
| EX-4.1 - EX-4.1 - California Republic Auto Receivables Trust 2016-1 | d140949dex41.htm |
| EX-4.2 - EX-4.2 - California Republic Auto Receivables Trust 2016-1 | d140949dex42.htm |
| EX-10.2 - EX-10.2 - California Republic Auto Receivables Trust 2016-1 | d140949dex102.htm |
| EX-10.4 - EX-10.4 - California Republic Auto Receivables Trust 2016-1 | d140949dex104.htm |
| EX-36.1 - EX-36.1 - California Republic Auto Receivables Trust 2016-1 | d140949dex361.htm |
| EX-10.3 - EX-10.3 - California Republic Auto Receivables Trust 2016-1 | d140949dex103.htm |
| EX-10.1 - EX-10.1 - California Republic Auto Receivables Trust 2016-1 | d140949dex101.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) March 9, 2016
California Republic Auto Receivables Trust 2016-1
(Exact name of Issuing Entity as specified in its charter)
Central Index Key Number of Issuing Entity: 0001667270
California Republic Funding, LLC
(Exact name of Depositor as specified in its charter)
Central Index Key Number of Depositor: 0001561326
California Republic Bank
(Exact name of Sponsor as specified in its charter)
Central Index Key Number of Sponsor: 0001603949
| State of Delaware | 333-207639-01 | 38-7155373 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 18400 Von Karman, Suite 1100 Irvine, California |
92612 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (949) 270-9700
(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)) |
Section 1 — Registrant’s Business and Operations
Item 1.01. Entry into a Material Definitive Agreement.
In connection with the $440,000,000 principal amount of Asset Backed Notes (the “Notes”) to be issued by California Republic Auto Receivables Trust 2016-1 (the “Issuer”) and offered pursuant to the Prospectus dated March 9, 2016, California Republic Funding, LLC (the “Depositor”) and California Republic Bank (“CRB”) entered into an underwriting agreement (the “Underwriting Agreement”) with Credit Suisse Securities (USA) LLC (“Credit Suisse”), as representative of the underwriters. A copy of the Underwriting Agreement is attached as Exhibit 1.1 to this Current Report on Form 8-K.
Section 8 — Other Events
Item 8.01. Other Events.
In connection with the issuance of the Notes, the Issuer, the Depositor and/or CRB intend to enter into at closing the agreements listed below in Item 9.01 and attached as Exhibits 4.1, 4.2, 10.1, 10.2, 10.3 and 10.4 to this Current Report on Form 8-K. These agreements, the forms of which were filed as exhibits to the Depositor’s registration statement, are being filed on this Current Report on Form 8-K to satisfy the requirements of Item 1100(f) of Regulation AB.
In connection with the offering on the Notes, the chief executive officer of the Depositor has made the certifications required by Paragraph I.B.1(a) of Form SF-3, which certifications are attached as Exhibit 36.1 to this Current Report on Form 8-K. The certification is being filed on this Current Report on Form 8-K to satisfy the requirements of Item 601(b)(36) of Regulation S-K.
Section 9 — Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
| (a) | Not applicable. |
| (b) | Not applicable. |
| (c) | Not applicable. |
| (d) | Exhibits: |
| 1.1 | Underwriting Agreement, dated March 9, 2016, between the Depositor, CRB and Credit Suisse, as representative of the underwriters. |
| 4.1 | Amended and Restated Trust Agreement, dated as of March 1, 2016, between the Depositor and Wilmington Trust, National Association, as owner trustee (the “Owner Trustee”). |
| 4.2 | Indenture, dated as of March 1, 2016, between the Issuer and U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”). |
| 10.1 | Sale and Servicing Agreement, dated as of March 1, 2016, among the Issuer, the Depositor, CRB, as seller, servicer, administrator and custodian and the Indenture Trustee. |
| 10.2 | Administration Agreement, dated as of March 1, 2016, among the Issuer, CRB, as administrator, the Owner Trustee and the Indenture Trustee. |
| 10.3 | Receivables Purchase Agreement, dated as of March 1, 2016, between CRB, as seller, and the Depositor, as purchaser. |
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| 10.4 | Asset Representations Review Agreement, dated as of March 1, 2016, among the Issuer, CRB, as servicer, and Center Street Finance, LP, as asset representations reviewer. |
| 36.1 | Depositor Certification for shelf offerings of asset-backed securities. |
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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.
| CALIFORNIA REPUBLIC FUNDING, LLC, as Depositor | ||
| By: | /s/ Jon Wilcox | |
| Jon Wilcox | ||
| Manager | ||
Date: March 9, 2016
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EXHIBIT INDEX
| Exhibit No. |
Description | |
| 1.1 | Underwriting Agreement, dated March 9, 2016, between California Republic Funding, LLC, California Republic Bank and Credit Suisse Securities (USA) LLC, as underwriter. | |
| 4.1 | Amended and Restated Trust Agreement, dated as of March 1, 2016, between California Republic Funding, LLC and Wilmington Trust, National Association, as owner trustee. | |
| 4.2 | Indenture, dated as of March 1, 2016, between California Republic Auto Receivables Trust 2016-1 and U.S. Bank National Association, as indenture trustee. | |
| 10.1 | Sale and Servicing Agreement, dated as of March 1, 2016, among California Republic Auto Receivables Trust 2016-1, California Republic Funding, LLC, California Republic Bank, as seller, servicer, administrator and custodian and U.S. Bank National Association. | |
| 10.2 | Administration Agreement, dated as of March 1, 2016, among California Republic Auto Receivables Trust 2016-1, California Republic Bank, as administrator, Wilmington Trust, National Association and U.S. Bank National Association. | |
| 10.3 | Receivables Purchase Agreement, dated as of March 1, 2016, between California Republic Bank, as seller, and California Republic Funding, LLC, as purchaser. | |
| 10.4 | Asset Representations Review Agreement, dated as of March 1, 2016, among California Republic Auto Receivables Trust 2016-1, California Republic Bank, as servicer, and Center Street Finance, LP, as asset representations reviewer. | |
| 36.1 | Depositor Certification for shelf offerings of asset-backed securities. | |
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