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):
August 20, 2024
WORLD OMNI AUTO RECEIVABLES TRUST 2024-C
(Issuing Entity with respect to Securities)
(Central Index Key Number: 0002029490)
WORLD OMNI FINANCIAL CORP.
(Sponsor with respect to Securities)
(Central Index Key Number: 0001004150)
WORLD OMNI AUTO RECEIVABLES LLC
(Depositor with respect to Securities)
(Central Index Key Number: 0001083199)
Delaware
(State or other jurisdiction of incorporation or organization)
333-261470-13
(Commission File Number)
52-2184798
(Depositor’s I.R.S. Employer Identification No.)
250 Jim Moran Blvd.
Deerfield Beach, FL 33442
(Address of principal executive offices of depositor, including Zip Code)
Depositor’s telephone number, including area code: (954) 429-2200
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 depositor 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 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 8.01. | Other Events. |
On August 20, 2024 (the “Closing Date”), World Omni Auto Receivables LLC, a Delaware limited liability company (the “Depositor”), entered into an amended and restated Trust Agreement, a copy of which is filed as an exhibit hereto, with Wilmington Trust, National Association, as owner trustee (the “Owner Trustee”), relating to World Omni Auto Receivables Trust 2024-C (the “Issuing Entity”), a Delaware statutory trust created on July 3, 2024. On the Closing Date, World Omni Financial Corp., a Florida corporation (“World Omni”), and the Depositor entered into a Receivables Purchase Agreement, a copy of which is filed as an exhibit hereto, pursuant to which specified motor vehicle retail installment sale contracts and related property were sold by World Omni to the Depositor. On the Closing Date, the Issuing Entity, the Depositor, World Omni, as servicer (the “Servicer”), and U.S. Bank National Association, a national banking association, as account bank (the “Account Bank”), entered into a Sale and Servicing Agreement (the “Sale and Servicing Agreement”), a copy of which is filed as an exhibit hereto, pursuant to which specified motor vehicle retail installment sale contracts and related property were transferred by the Depositor to the Issuing Entity. On the Closing Date, the Issuing Entity issued to the Depositor the Asset-Backed Notes, Series 2024-C, Class A-1, Class A-2a, Class A-2b, Class A-3, Class A-4, Class B and Class C (collectively, the “Notes”), having an aggregate original principal amount of $1,210,550,000, pursuant to an Indenture (the “Indenture”), dated as of the Closing Date, among the Issuing Entity, U.S. Bank Trust Company, National Association, a national banking association, as indenture trustee (the “Indenture Trustee”), and the Account Bank, a copy of which is filed as an exhibit hereto. On the Closing Date, the Issuing Entity, the Depositor, the Indenture Trustee and World Omni, as administrator (the “Administrator”), entered into an Administration Agreement, a copy of which is filed as an exhibit hereto, pursuant to which the Administrator agreed to perform certain duties and obligations of the Issuing Entity and the Owner Trustee under the transaction documents. On the Closing Date, the Issuing Entity, World Omni, as Servicer and Administrator, and Clayton Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”), entered into an Asset Representations Review Agreement, a copy of which is filed as an exhibit hereto, pursuant to which the Asset Representations Reviewer agreed to perform, upon satisfaction of certain trigger events, reviews of certain receivables for compliance with the representations and warranties made by World Omni about such receivables.
Interest on the Notes will be distributed on each Payment Date (as defined in Appendix A to the Sale and Servicing Agreement). Monthly distributions in reduction of the principal amount of the Notes will be allocated to the Notes in accordance with the priorities set forth in the Indenture and the Sale and Servicing Agreement.
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| Item 9.01. | Financial Statements and Exhibits. |
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SIGNATURE
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: August 20, 2024 | By: | /s/ Claude S. Simon |
| Name: | Claude S. Simon | |
| Its: | Assistant Treasurer | |
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