Verizon ABS II LLC - FORM 8-K

Attached files

file	filename
EX-36.1 - DEPOSITOR CERTIFICATION - Verizon ABS II LLC	exhibit36-1.htm
EX-10.9 - ASSET REPRESENTATIONS REVIEW AGREEMENT - Verizon ABS II LLC	exhibit10-9.htm
EX-10.8 - PARENT SUPPORT AGREEMENT - Verizon ABS II LLC	exhibit10-8.htm
EX-10.7 - SERIES 2021-1 ACCOUNT CONTROL AGREEMENT - Verizon ABS II LLC	exhibit10-7.htm
EX-10.6 - ACCOUNT CONTROL AGREEMENT - Verizon ABS II LLC	exhibit10-6.htm
EX-10.5 - ADMINISTRATION AGREEMENT - Verizon ABS II LLC	exhibit10-5.htm
EX-10.4 - TRANSFER AND SERVICING AGREEMENT - Verizon ABS II LLC	exhibit10-4.htm
EX-10.3 - ADDITIONAL TRANSFEROR RECEIVABLES TRANSFER AGREEMENT - Verizon ABS II LLC	exhibit10-3.htm
EX-10.2 - ORIGINATOR RECEIVABLES TRANSFER AGREEMENT - Verizon ABS II LLC	exhibit10-2.htm
EX-10.1 - AMENDED AND RESTATED TRUST AGREEMENT - Verizon ABS II LLC	exhibit10-1.htm
EX-4.2 - INDENTURE - Verizon ABS II LLC	exhibit4-2.htm
EX-4.1 - MASTER COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT - Verizon ABS II LLC	exhibit4-1.htm
EX-1.1 - UNDERWRITING AGREEMENT - Verizon ABS II LLC	exhibit1-1.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

Date of report (Date of earliest event reported): May 18, 2021

VERIZON MASTER TRUST

(Exact name of Issuing Entity as specified in its charter)

Commission File Number: 333-253034-01

Central Index Key: 0001844964

VERIZON ABS II LLC

(Exact name of Depositor/Registrant as specified in its charter)

Central Index Key: 0001836995

Delaware	333-253034	23-2259884
(State or Other Jurisdiction of Incorporation of Registrant)	(Commission File Number of Registrant)	(IRS Employer Identification No. of Registrant)

CELLCO PARTNERSHIP

(Exact name of Sponsor as specified in its charter)

Central Index Key: 0001175215

One Verizon Way Basking Ridge, New Jersey		07920
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 395-1000

Not Applicable

(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))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Not applicable		Not applicable		Not applicable

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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 or about May 25, 2021, Verizon ABS II LLC (the “Depositor”) will transfer certain device payment plan agreements (the “Receivables”) to Verizon Master Trust (the “Trust”). The Trust will grant a security interest in the Receivables to U.S. Bank National Association, as master collateral agent (the “Master Collateral Agent”), for the benefit of various secured parties, including the noteholders, and will issue: (i) Class A Asset-Backed Notes with an initial note balance of $1,500,500,000; (ii) Class B Asset-Backed Notes with an initial note balance of $118,700,000; and (iii) Class C Asset-Backed Notes with an initial note balance of $80,800,000. This Current Report on Form 8-K is being filed to file executed copies of the Underwriting Agreement and the Depositor Certification and forms of the Master Collateral Agency and Intercreditor Agreement, the Indenture, the Amended and Restated Trust Agreement, the Originator Receivables Transfer Agreement, the Additional Transferor Receivables Transfer Agreement, the Transfer and Servicing Agreement, the Administration Agreement, the Account Control Agreement, the Series 2021-1 Account Control Agreement, the Parent Support Agreement and the Asset Representations Review Agreement (as listed below) to be executed.

Item 9.01.

Financial Statements and Exhibits.

(a)

Not applicable.

(b)

Not applicable.

(c)

Not applicable.

(d)

Exhibits:

Exhibit No.

Description

1.1

Underwriting Agreement, dated May 18, 2021, among the Trust, Cellco Partnership d/b/a Verizon Wireless (“Cellco”) and RBC Capital Markets, LLC, Barclays Capital Inc. and Citigroup Global Markets Inc., acting on behalf of themselves and as representatives of the several underwriters named in the agreement.

4.1

Master Collateral Agency and Intercreditor Agreement, to be dated as of May 25, 2021, among the Trust, the Master Collateral Agent, Cellco, as servicer, and the creditor representatives from time to time party thereto.

4.2

Indenture, to be dated as of May 25, 2021, between the Trust and U.S. Bank National Association, as indenture trustee and note paying agent.

10.1

Amended and Restated Trust Agreement, to be dated as of May 25, 2021, between the Depositor and Wilmington Trust, National Association, as owner trustee.

10.2

Originator Receivables Transfer Agreement, to be dated as of May 25, 2021, between the originators party thereto from time to time and the Depositor.

10.3

Additional Transferor Receivables Transfer Agreement, to be dated as of May 25, 2021, among Verizon DPPA Master Trust, Cellco, as servicer, and the Depositor.

10.4

Transfer and Servicing Agreement, to be dated as of May 25, 2021, among the Trust, the Depositor and Cellco, as servicer, marketing agent and custodian.

10.5

Administration Agreement, to be dated as of May 25, 2021, between the Trust and Cellco, as administrator.

10.6

Account Control Agreement, to be dated as of May 25, 2021, among the Trust, as grantor, U.S. Bank National Association, as secured party, and U.S. Bank National Association, as financial institution.

10.7

Series 2021-1 Account Control Agreement, to be dated as of May 25, 2021, among the Trust, as grantor, U.S. Bank National Association, as secured party, and U.S. Bank National Association, as financial institution.

10.8

Parent Support Agreement, to be dated as of May 25, 2021, by Verizon Communications Inc. and accepted and acknowledged by the Depositor, the Trust and the Master Collateral Agent.

10.9

Asset Representations Review Agreement, to be dated as of May 25, 2021, among the Trust, Cellco, as servicer and Pentalpha Surveillance LLC, as asset representations reviewer.

36.1

Depositor Certification, dated May 18, 2021, for shelf offerings of asset-backed securities.

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.

VERIZON ABS II LLC


By:	/s/ Kee Chan Sin
	Name:	Kee Chan Sin
	Title:	Chief Financial Officer

Date: May 20, 2021

Verizon ABS II LLC - FORM 8-K - May 20, 2021

Attached files