Attached files
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) May 11, 2011
Ally Master Owner Trust
(Issuing Entity with respect to Securities)
Ally Wholesale Enterprises LLC
(Depositor with respect to Securities)
Ally Bank
(Sponsor with respect to Securities)
Delaware | 333-167044-1 | 27-6449246 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
Ally Wholesale Enterprises LLC 200 Renaissance Center Detroit, Michigan |
48265 | |||
(Address of principal executive offices) | (Zip Code) |
Registrants 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 Wholesale Enterprises LLC (the Company) has registered an issuance of $25,700,000,000 in principal amount of asset backed notes on Form S-3 (Registration File No. 333-167044) under the Securities Act of 1933, as amended (the Act) filed on May 24, 2010, as amended by Pre-Effective Amendment No. 1 on July 9, 2010, by Pre-Effective Amendment No. 2 on July 29, 2010, and by Pre-Effective Amendment No. 3 on August 10, 2010 (as amended, the Registration Statement).
On May 11, 2011, the Company and Ally Bank entered into an Underwriting Agreement (the Underwriting Agreement) with Barclays Capital Inc., BNP Paribas Securities Corp. and Deutsche Bank Securities Inc., as representatives of the several underwriters named therein (collectively, the Underwriters), for the issuance and sale of certain asset backed notes of Ally Master Owner Trust (the Issuing Entity) in the following classes: the $300,000,000 Class A-1 Floating Rate Asset Backed Notes, Series 2011-3 (the Class A-1 Notes), the $450,000,000 Class A-2 Fixed Rate Asset Backed Notes, Series 2011-3 (the Class A-2 Notes and, together with the Class A-1 Notes, the Class A Notes, or the Offered Notes). The Issuing Entity will also issue $68,934,000 Class B Floating Rate Asset Backed Notes, Series 2011-3 (the Class B Notes), $52,390,000 Class C Floating Rate Asset Backed Notes, Series 2011-3 (the Class C Notes), $55,147,000 Class D Floating Rate Asset Backed Notes, Series 2011-3 (the Class D Notes), and $176,470,177 Class E Asset Backed Equity Notes, Series 2011-3 (the Class E Notes, and collectively with the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes, the Notes), which will not be sold pursuant to the Underwriting Agreement. Only the Offered Notes have been registered pursuant to the Act under the Registration Statement. The Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes may be retained by the Company or sold in one or more separate transactions intended to be exempt from the registration requirements of the Act. It is expected that the Notes will be issued on or about May 18, 2011 (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 the Series 2011-3 Indenture Supplement (the Series 2011-3 Indenture Supplement), a form of which is attached hereto as Exhibit 4.1, to be dated as of the Closing Date between the Issuing Entity and Wells Fargo Bank, National Association, as Indenture Trustee (the Indenture Trustee) to an indenture (the Indenture), dated as of February 12, 2010, between the Issuing Entity and the Indenture Trustee.
The Notes evidence indebtedness of the Issuing Entity, the assets of which consist primarily of a revolving pool of receivables arising under floorplan financing agreements between Ally Bank and a group of retail automotive dealers (such revolving pool the Pool of Accounts).
As of December 20, 2010, the Pool of Accounts had the characteristics described in the Prospectus Supplement dated as of May 11, 2011 to be filed with the Commission pursuant to Rule 424(b) of the Act.
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 May 11, 2011, by and among Ally Bank, Ally Wholesale Enterprises LLC and Barclays Capital Inc., BNP Parabas Securities Corp. and Deutsche Bank Securities Inc., as representatives of the underwriters named therein. | |
Exhibit 4.1 | Form of Series 2011-3 Indenture Supplement between Ally Master Owner Trust and Wells Fargo Bank, National Association, as Indenture Trustee, to be dated as of May 18, 2011. | |
Exhibit 5.1 | Opinion of Counsel of Kirkland & Ellis LLP, dated as of May 12, 2011. | |
Exhibit 8.1 | Opinion of Counsel of Kirkland & Ellis LLP, dated as of May 12, 2011. |
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 WHOLESALE ENTERPRISES LLC | ||
By: | /s/ R.P. Griffith | |
Name: R.P. Griffith | ||
Title: Vice President |
Dated: May 12, 2011
EXHIBIT INDEX
Exhibit No. |
Description | |
Exhibit 1.1 | Underwriting Agreement, dated as of May 11, 2011, by and among Ally Bank, Ally Wholesale Enterprises LLC and Barclays Capital Inc., BNP Parabas Securities Corp. and Deutsche Bank Securities Inc., as representatives of the underwriters named therein. | |
Exhibit 4.1 | Form of Series 2011-3 Indenture Supplement between Ally Master Owner Trust and Wells Fargo Bank, National Association, as Indenture Trustee, to be dated as of May 18, 2011. | |
Exhibit 5.1 | Opinion of Counsel of Kirkland & Ellis LLP, dated as of May 12, 2011. | |
Exhibit 8.1 | Opinion of Counsel of Kirkland & Ellis LLP, dated as of May 12, 2011. |