Attached files
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): October 10, 2018
WORLD OMNI AUTO RECEIVABLES TRUST 2018-D
(Issuing Entity with respect to Securities)
(Central Index Key Number: 0001752578)
WORLD OMNI FINANCIAL CORP.
(Sponsor with respect to Securities)
(Central Index Key Number: 0001004150)
WORLD OMNI AUTO RECEIVABLES LLC
(Depositor with respect to Securities)
(Central Index Key Number: 0001083199)
| Delaware | 333-207756-08 | 52-2184798 | ||
|
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(Registrant’s IRS Employer Identification No.) |
190 Jim Moran Boulevard
Deerfield Beach, FL 33442
(Address of principal executive offices of registrant, including zip Code)
Registrant’s telephone number, including area code: (954) 429-2000
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 registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (§230.405 of this chapter) or Rule 12b-2 of the Exchange Act (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01. | Entry into a Material Definitive Agreement |
On October 10, 2018 , World Omni Financial Corp. (“World Omni”) and World Omni Auto Receivables LLC (the “Depositor”) entered into an Underwriting Agreement with Barclays Capital Inc., Mizuho Securities USA LLC, SunTrust Robinson Humphrey, Inc. and Wells Fargo Securities, LLC on behalf of themselves and as representatives of the several underwriters (collectively, the “Underwriters”), whereby each of the Underwriters has severally agreed to purchase $1,041,230,000 aggregate principal balance of various classes of Asset-Backed Notes to be issued by World Omni Auto Receivables Trust 2018-D (the “Issuing Entity”), a Delaware statutory trust created pursuant to that certain Trust Agreement, dated as of September 13, 2018, as will be amended and restated by the Amended and Restated Trust Agreement, to be dated as of October 17, 2018, each by and between the Depositor and U.S. Bank Trust National Association, as owner trustee (the “Owner Trustee”). The Underwriting Agreement provides that the obligations of the Underwriters are subject to specified conditions precedent and that the Underwriters will purchase the Underwritten Notes (as defined below). World Omni and the Depositor have agreed to indemnify the Underwriters against some liabilities, including civil liabilities under the Securities Act, or contribute to payments which the Underwriters may be required to make in respect of some liabilities, including civil liabilities under the Securities Act.
The sale of the Underwritten Notes has been registered pursuant to the Securities Act of 1933, as amended (the “Securities Act”) under a Registration Statement on Form SF-3 (Commission File No. 333-207756), filed on November 3, 2015, as amended by Pre-Effective Amendment No. 1 on December 18, 2015, and by Pre-Effective Amendment No. 2 on January 22, 2016. It is anticipated that the Underwritten Notes will be issued on or about October 17, 2018 (the “Issuance Date”).
The Underwriting Agreement is filed as an exhibit hereto.
| Item 8.01. | Other Events. |
The registrant has filed a final prospectus, dated October 10, 2018, setting forth a description of the collateral pool and the structure of $175,000,000 aggregate principal amount of the Class A-1 Asset-backed Notes (the “Class A-1 Notes”), $322,000,000 aggregate principal amount of the Class A-2a Asset-backed Notes (the “Class A-2a Notes”), $70,000,000 aggregate principal amount of the Class A-2b Asset-backed Notes (the “Class A-2b Notes” and, together with the Class A-2a Notes, the “Class A-2 Notes”), $351,000,000 aggregate principal amount of the Class A-3 Asset-backed Notes (the “Class A-3 Notes”), $76,260,000 aggregate principal amount of the Class A-4 Asset-backed Notes (the “Class A-4 Notes”), $31,320,000 aggregate principal amount of the Class B Asset-backed Notes (the “Class B Notes”) and $15,650,000 aggregate principal amount of the Class C Asset-backed Notes (the “Class C Notes”, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes, the “Underwritten Notes”) by the Issuing Entity. The Underwritten Notes are being offered publicly for sale.
On the Issuance Date, the Depositor will enter into an amended and restated Trust Agreement, in substantially the form of which is filed as an exhibit hereto, with the Owner Trustee, relating to the Issuing Entity. On the Issuance Date, World Omni and the Depositor will enter into a Receivables Purchase Agreement, in substantially the form of which is filed as an exhibit hereto, pursuant to which specified motor vehicle retail installment sale contracts and related property will be sold by World Omni to the Depositor. On the Issuance Date, the Issuing Entity, the Depositor and World Omni, as servicer, will enter into a Sale and Servicing Agreement, in substantially the form of which is filed as an exhibit hereto, pursuant to which motor vehicle retail installment sale contracts and related property will be transferred by the Depositor to the Issuing Entity, and the Issuing Entity will engage World Omni to service those assets. On the Issuance Date, the Issuing Entity will issue to the Depositor the Underwritten Notes pursuant to an Indenture, in substantially the form of which is filed as an exhibit hereto, to be entered into between the Issuing Entity and MUFG Union Bank, N.A., a national banking association, as indenture trustee (the “Indenture Trustee”). On the Issuance Date, the Issuing Entity, the Indenture Trustee, the Depositor and World Omni, as administrator, will enter into an Administration Agreement, in substantially the form of which is filed as an exhibit hereto, pursuant to which the administrator agrees to perform certain duties and obligations of the Issuing Entity and the Owner Trustee under the transaction documents. On the Issuance Date, the Issuing Entity, World Omni, as servicer, and Clayton Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”), will enter into an Asset Representations Review Agreement, in substantially the form of which is filed as an exhibit hereto, pursuant to which the Asset Representations Reviewer will agree to perform, upon satisfaction of certain trigger events, reviews of certain receivables for compliance with the representations and warranties made by World Omni about such receivables.
Legal opinions and a consent of Kirkland & Ellis LLP are attached as Exhibit 5.1 and Exhibit 8.1.
In connection with the offering of the Underwritten Notes, the chief executive officer of the Registrant has made the certifications required by Paragraph I.B.1(a) of Form SF-3 attached as Exhibit 36.1. The certification is being filed on this Current Report to satisfy the requirements of Item 601(b)(36) of Regulation S-K.
| Item 9.01. | Financial Statements and Exhibits. |
| 2 |
SIGNATURES
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: October 12, 2018 | By: | /s/ Bryan Romano |
| Name: | Bryan Romano | |
| Title: | Assistant Treasurer | |
| 3 |