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): March 2, 2011
WORLD OMNI AUTO RECEIVABLES TRUST 2011-A
(Issuing Entity with respect to Securities)
WORLD OMNI FINANCIAL CORP.
(Sponsor with respect to Securities)
WORLD OMNI AUTO RECEIVABLES LLC
(Depositor with respect to Securities)
Delaware
(State or other jurisdiction of incorporation or organization)
333-159392-02
(Commission File Number)
52-2184798
(Registrants IRS Employer Identification No.)
190 Jim Moran Boulevard
Deerfield Beach, FL 33442
(Address of principal executive offices of registrant, including zip Code)
Registrants 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)) |
Item 1.01. | Entry into a Material Definitive Agreement |
On March 2, 2011, World Omni Financial Corp. (World Omni) and World Omni Auto Receivables LLC (the Depositor) entered into an Underwriting Agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC 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 $798,728,000 aggregate principal balance of various classes of Asset-Backed Notes to be issued by World Omni Auto Receivables Trust 2011-A (the Issuing Entity), a Delaware statutory trust created pursuant to that certain Trust Agreement, dated as of December 16, 2010, as amended and restated by the Amended and Restated Trust Agreement, to be dated as of March 10, 2011, each by and between the Depositor and U.S. Bank Trust National Association, as 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 Class A Notes, the Class B Notes and the Class C Notes (each 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 each of the Class A Notes, the Class B Notes and the Class C Notes has been registered pursuant to the Securities Act of 1933, as amended (the Securities Act) under a Registration Statement on Form S-3 (Commission File No. 333-159392). It is anticipated that the Class A Notes, the Class B Notes and the Class C Notes will be issued on or about March 10, 2011 (the Issuance Date).
Item 8.01. | Other Events. |
The registrant has filed a final prospectus supplement, dated March 2, 2011, setting forth a description of the initial collateral pool and the structure of $201,000,000 aggregate principal amount of the Class A-1 Asset-Backed Notes (the Class A-1 Notes), $208,000,000 aggregate principal amount of the Class A-2 Asset-Backed Notes (the Class A-2 Notes), $213,000,000 aggregate principal amount of the Class A-3 Asset-Backed Notes (the Class A-3 Notes), $127,995,000 aggregate principal amount of the Class A-4 Asset-Backed Notes (the Class A-4 Notes and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the Class A Notes), $24,366,000 aggregate principal amount of the Class B Asset-Backed Notes (the Class B Notes) and $24,367,000 aggregate principal amount of the Class C Asset-Backed Notes (the Class C Notes) by World Omni Auto Receivables Trust 2011-A. Each of the Class A Notes, the Class B Notes and the Class C Notes are being offered publicly for sale.
On the Issuance Date, the Depositor will enter into an amended and restated trust agreement, a form of which is filed as an exhibit hereto, with U.S. Bank Trust National Association, as owner trustee, relating to the Issuing Entity. On the Issuance Date, World Omni Financial Corp. and the Depositor will enter into a Receivables Purchase Agreement, a 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, a 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. On the Issuance Date, the Issuing Entity will issue to the Depositor Class A Notes, Class B Notes and Class C Notes, pursuant to an Indenture, to be dated as of the Issuance Date, between the Issuing Entity and Deutsche Bank Trust Company Americas, as indenture trustee, a form of which is filed as an exhibit hereto.
Item 9.01. | Financial Statements and Exhibits. |
Exhibit |
Description | |
4.1 | Sale and Servicing Agreement, to be dated as of March 10, 2011, by and among World Omni Financial Corp., as servicer, World Omni Auto Receivables LLC, as depositor, and World Omni Auto Receivables Trust 2011-A, as issuing entity. | |
4.2 | Indenture, to be dated as of March 10, 2011, by and between World Omni Auto Receivables Trust 2011-A, as issuing entity, and Deutsche Bank Trust Company Americas, as indenture Trustee. | |
4.3 | Trust Agreement, to be dated as of March 10, 2011, by and between World Omni Auto Receivables LLC, as depositor, and U.S. Bank Trust National Association, as owner trustee. | |
5.1 | Opinion of Kirkland & Ellis LLP, dated as of March 4, 2011, with respect to enforceability of securities. | |
8.1 | Opinion of Kirkland & Ellis LLP, dated as of March 4, 2011, with respect to tax matters. | |
23.1 | Consent of Bilzin Sumberg Baena Price & Axelrod LLP, dated as of March 4, 2011 | |
99.1 | Receivables Purchase Agreement, to be dated as of March 10, 2011, by and between World Omni Financial Corp. and World Omni Auto Receivables LLC. | |
99.2 | Administration Agreement, to be dated as of March 10, 2011, by and among World Omni Financial Corp., as administrator, World Omni Auto Receivables LLC, as depositor, World Omni Auto Receivables Trust 2011-A, as issuing entity, and Deutsche Bank Trust Company Americas, as indenture trustee. |
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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: March 4, 2011 | By: | /s/ Ben Miller | ||
Name: Ben Miller | ||||
Title: Assistant Treasurer |
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EXHIBIT INDEX
Exhibit |
Description | |
4.1 | Sale and Servicing Agreement, to be dated as of March 10, 2011, by and among World Omni Financial Corp., as servicer, World Omni Auto Receivables LLC, as depositor, and World Omni Auto Receivables Trust 2011-A, as issuing entity. | |
4.2 | Indenture, to be dated as of March 10, 2011, by and between World Omni Auto Receivables Trust 2011-A, as issuing entity, and Deutsche Bank Trust Company Americas, as indenture Trustee. | |
4.3 | Trust Agreement, to be dated as of March 10, 2011, by and between World Omni Auto Receivables LLC, as depositor, and U.S. Bank Trust National Association, as owner trustee. | |
5.1 | Opinion of Kirkland & Ellis LLP, dated as of March 4, 2011, with respect to enforceability of securities. | |
8.1 | Opinion of Kirkland & Ellis LLP, dated as of March 4, 2011, with respect to tax matters. | |
23.1 | Consent of Bilzin Sumberg Baena Price & Axelrod LLP, dated as of March 4, 2011 | |
99.1 | Receivables Purchase Agreement, to be dated as of March 10, 2011, by and between World Omni Financial Corp. and World Omni Auto Receivables LLC. | |
99.2 | Administration Agreement, to be dated as of March 10, 2011, by and among World Omni Financial Corp., as administrator, World Omni Auto Receivables LLC, as depositor, World Omni Auto Receivables Trust 2011-A, as issuing entity, and Deutsche Bank Trust Company Americas, as indenture trustee. |
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