Attached files
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| EX-4.2 - INDENTURE - Toyota Auto Receivables 2012-B Owner Trust | indenture.htm |
| EX-4.5 - ADMINISTRATION AGREEMENT - Toyota Auto Receivables 2012-B Owner Trust | adminagreement.htm |
| EX-4.1 - AMENDED AND RESTATED TRUST AGREEMENT - Toyota Auto Receivables 2012-B Owner Trust | amendedrestated.htm |
| EX-4.3 - SALE AND SERVICING AGREEMENT - Toyota Auto Receivables 2012-B Owner Trust | saleandservicing.htm |
| EX-4.6 - SECURITIES ACCOUNT CONTROL AGREEMENT - Toyota Auto Receivables 2012-B Owner Trust | securitiesagreement.htm |
| EX-1.1 - UNDERWRITING AGREEMENT - Toyota Auto Receivables 2012-B Owner Trust | underwritingagreement.htm |
| EX-4.4 - RECEIVABLES PURCHASE AGREEMENT - Toyota Auto Receivables 2012-B Owner Trust | receivablepurchaseagreem.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported): September 18, 2012
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TOYOTA AUTO RECEIVABLES 2012-B OWNER TRUST
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(Exact Name of Issuing Entity as specified in Charter)
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TOYOTA AUTO FINANCE RECEIVABLES LLC
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(Exact Name of Depositor and Registrant as specified in Charter)
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TOYOTA MOTOR CREDIT CORPORATION
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(Exact Name of Sponsor as specified in Charter)
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Delaware
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(State or Other Jurisdiction of Incorporation)
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333-168098-06
333-168098
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38-7011157
95-4836519
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(Commission File Number)
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(IRS Employer Identification No.)
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19851 S. Western Avenue EF 12, Torrance, California
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90501
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (310) 468-7333
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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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 Entry into a Material Definitive Agreement.
On or about September 26, 2012, Toyota Auto Finance Receivables LLC will transfer certain motor vehicle retail installment sales contracts (the “Receivables”) to Toyota Auto Receivables 2012-B Owner Trust (the “Trust”). The Trust will grant a security interest in the Receivables to Deutsche Bank Trust Company Americas, as indenture trustee (the “Indenture Trustee”), and will issue: (i) Class A-1 Asset-Backed Notes in the aggregate original principal amount of $260,000,000; (ii) Class A-2 Asset-Backed Notes in the aggregate original principal amount of $310,000,000; (iii) Class A-3 Asset-Backed Notes in the aggregate original principal amount of $323,000,000; (iv) Class A-4 Asset-Backed Notes in the aggregate original principal amount of $82,000,000; and (v) Class B Asset-Backed Notes in the aggregate original principal amount of $25,500,000 (collectively, the “Notes”). This Current Report on Form 8-K is being filed to file a copy of the Underwriting Agreement, Amended and Restated Trust Agreement, Indenture, Sale and Servicing Agreement, Receivables Purchase Agreement, Administration Agreement and Securities Account Control Agreement (as listed below) executed or to be executed in connection with the issuance of the Notes to satisfy an undertaking to file copies of certain agreements executed in connection with the issuance of the Notes.
Item 9.01. Financial Statements and Exhibits
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(a)
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Not applicable.
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(b)
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Not applicable.
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(c)
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Not applicable.
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(d)
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Exhibits:
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1.1
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Underwriting Agreement, dated September 18, 2012, among Toyota Auto Finance Receivables LLC (“TAFR LLC”), Toyota Motor Credit Corporation (“TMCC”), and Citigroup Global Markets, Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, acting on behalf of themselves and as representatives of the several underwriters named in the agreement.
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4.1
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Amended and Restated Trust Agreement, to be dated as of September 26, 2012, between TAFR LLC and Wells Fargo Delaware Trust Company, National Association, as owner trustee.
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4.2
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Indenture, to be dated as of September 26, 2012, between the Trust, the Indenture Trustee and Deutsche Bank Trust Company Americas, as securities intermediary.
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4.3
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Sale and Servicing Agreement, to be dated as of September 26, 2012, among TAFR LLC, as seller, TMCC, as servicer and sponsor, and the Trust, as issuer.
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4.4
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Receivables Purchase Agreement, to be dated as of September 26, 2012, between TAFR LLC, as purchaser, and TMCC, as seller.
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4.5
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Administration Agreement, to be dated as of September 26, 2012, among TMCC, as administrator, the Trust, as issuer and the Indenture Trustee.
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4.6
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Securities Account Control Agreement, to be dated as of September 26, 2012, among TAFR LLC, as pledgor, and the Indenture Trustee, as secured party.
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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.
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TOYOTA AUTO FINANCE RECEIVABLES LLC
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By: /s/ Wei Shi
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Name: Wei Shi
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Title: President
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Date: September 21, 2012