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 17, 2018

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))

 

On October 17, 2018, BMW Auto Leasing LLC (“BMW LLC”) transferred a special unit of beneficial interest in certain vehicle leases and the related leased vehicles (the “SUBI”) to BMW Vehicle Lease Trust 2018-1 (the “Trust”).  The Trust granted a security interest in the SUBI to U.S. Bank National Association, and issued: (i) Class A-1 Asset-Backed Notes in the aggregate original principal amount of $189,000,000; (ii) Class A-2 Asset-Backed Notes in the aggregate original principal amount of $355,500,000; (iii) Class A-3 Asset-Backed Notes in the aggregate original principal amount of $355,500,000; and (iv) Class A-4 Asset-Backed Notes in the aggregate original principal amount of $100,000,000 (collectively, the “Notes”).  This Current Report on Form 8-K is being filed to file copies of the Indenture, 2018-1 SUBI Servicing Supplement, Vehicle Trust Supplement, SUBI Certificate Transfer Agreement, Issuer SUBI Certificate Transfer Agreement, Amended and Restated Trust Agreement, Issuer Administration Agreement, Back-Up Security Agreement, Asset Representations Review Agreement and Control Agreement (as listed below) executed in connection with the issuance of the Notes.

 

 

1.1*

Underwriting Agreement, dated October 10, 2018, among BMW Financial Services NA, LLC (“BMW FS”), BMW LLC and SG Americas Securities, LLC, on behalf of itself and as representative of the several underwriters named therein.

4.1

Indenture, dated as of October 17, 2018, between the Trust and U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”).

10.2

2018-1 Vehicle Trust Supplement, dated as of October 17, 2018, between BMW Manufacturing L.P., as grantor and UTI Beneficiary (“BMW LP”), and BNY Mellon Trust of Delaware, formerly known as The Bank of New York (Delaware), as vehicle trustee.

10.4

2018-1 SUBI Servicing Supplement, dated as of October 17, 2018, among BMW FS, as servicer, Financial Services Vehicle Trust, as vehicle trust (“FSVT”), and BMW LP, as UTI Beneficiary, to the Basic Servicing Agreement, dated as of August 30, 1995, among FSVT, BMW LP and BMW FS.

10.5

SUBI Certificate Transfer Agreement, dated as of October 17, 2018, between BMW LP, as transferor, and BMW LLC, as transferee.

10.6

Issuer SUBI Certificate Transfer Agreement, dated as of October 17, 2018, between BMW LLC, as transferor, and the Trust, as transferee.

10.7

Amended and Restated Trust Agreement, dated as of October 17, 2018, between BMW LLC and Wilmington Trust, National Association, as owner trustee.

10.8

Issuer Administration Agreement, dated as of October 17, 2018, among BMW FS, as administrator, the Trust, BMW LLC, as transferor, and the Indenture Trustee.

10.9

Back-Up Security Agreement, dated as of October 17, 2018, among FSVT, BMW LP, BMW LLC, the Trust and the Indenture Trustee.

10.10

Asset Representations Review Agreement, dated as of October 17, 2018, among BMW FS, the Trust and Clayton Fixed Income Services, LLC, as asset representations reviewer.

10.11

Control Agreement, to be dated as of October 17, 2018, between the Trust, as issuer, and U.S. Bank National Association, as Indenture Trustee, secured party and securities intermediary.

36.1*

Depositor Certification, dated October 10, 2018, for shelf offerings of asset-backed securities.

*  Previously filed on Form 8-K on October 12, 2018.

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

 

BMW AUTO LEASING LLC

By: BMW Financial Services NA, LLC,

as Managing Member

Title:   Vice President – Finance & CFO

Name: Stefan Glebke

Title:   Treasurer

 

 

Dated: October 17, 2018