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): April 18, 2011
BMW VEHICLE LEASE TRUST 2011-1
(Exact name of Issuing Entity as specified in its charter)
BMW AUTO LEASING LLC
(Exact name of Depositor as specified in its charter)
FINANCIAL SERVICES VEHICLE TRUST
(Exact name of Sponsor as specified in its charter)
| | | | Pending 51-6518223 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
300 Chestnut Ridge Road
Woodcliff Lake, NJ 07677
(Zip Code)
Registrant’s telephone number, including area code (201) 307-4000
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 April 21, 2011, BMW Auto Leasing LLC (“BMW LLC”) will transfer a special unit of beneficial interest in certain leased vehicles and vehicle leases (the “SUBI”) to BMW Vehicle Lease Trust 2011-1 (the “Trust”). The Trust will grant a security interest in the SUBI to Citibank, N.A., and issue: (i) Class A-1 Asset-Backed Notes in the aggregate original principal amount of $240,000,000; (ii) Class A-2 Asset-Backed Notes in the aggregate original principal amount of $335,000,000; (iii) Class A-3 Asset-Backed Notes in the aggregate original principal amount of $360,000,000; and (iv) Class A-4 Asset-Backed Notes in the aggregate original principal amount of $65,000,000 (collectively, the “Notes”). This Current Report on Form 8-K is being filed to file a copy of the Underwriting Agreement, Indenture, Vehicle Trust Supplement, 2011-1 SUBI Servicing Supplement, SUBI Certificate Transfer Agreement, Issuer SUBI Certificate Transfer Agreement, Amended and Restated Trust Agreement, Issuer Administration Agreement and Back-Up Security Agreement (as listed below) to be executed in connection with the issuance of the Notes to satisfy an undertaking to file copies of certain agreements to be executed in connection with the issuance of the Notes.
Item 9.01. Financial Statements and Exhibits
| | (c) (d) | Not applicable. Exhibits: |
1.1 Underwriting Agreement dated April 13, 2011 among BMW Financial Services NA, LLC (“BMW FS”), Citigroup Global Markets Inc. and BMW LLC.
4.1 Indenture, to be dated as of April 21, 2011, between the Trust and Citibank, N.A., as indenture trustee (the “Indenture Trustee”).
10.2 Vehicle Trust Supplement, to be dated as of April 21, 2011, between BMW Manufacturing L.P., as grantor and UTI Beneficiary (“BMW LP”), and BNY Mellon Trust of Delaware, formerly known as The Bank of New York (Delaware), as vehicle trustee.
10.4 2011-1 SUBI Servicing Supplement, to be dated as of April 21, 2011, among BMW FS, as servicer, Financial Services Vehicle Trust, as vehicle trust (“FSVT”) and BMW LP, as UTI Beneficiary to the Basic Servicing Agreement, dated as of August 30, 1995, among FSVT, BMW LP and BMW FS.
10.5 SUBI Certificate Transfer Agreement, to be dated as of April 21, 2011, between BMW LP, as transferor, and BMW LLC, as transferee.
10.6 Issuer SUBI Certificate Transfer Agreement, to be dated as of April 21, 2011, between BMW LLC, as transferor, and the Trust, as transferee.
10.7 Amended and Restated Trust Agreement, dated as of April 21, 2011, between BMW LLC and Wilmington Trust Company.
10.8 Issuer Administration Agreement, dated as of April 21, 2011, among BMW FS, as administrator, the Trust, BMW LLC, as transferor, and the Indenture Trustee.
10.9 Back-Up Security Agreement, dated as of April 21, 2011, among FSVT, BMW LP, BMW LLC, the Trust and the Indenture Trustee.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
BMW VEHICLE LEASE TRUST 2011-1 By: BMW Financial Services NA, LLC, as Administrator By: /s/ Martin Stremplat Name: Martin Stremplat Title: Vice President-Finance and CFO By: /s/ Joachim Herr Name: Joachim Herr Title: Treasurer | FINANCIAL SERVICES VEHICLE TRUST By: BMW Financial Services NA, LLC, as Servicer By: /s/ Martin Stremplat Name: Martin Stremplat Title: Vice President-Finance and CFO By: /s/ Joachim Herr Name: Joachim Herr Title: Treasurer |
BMW AUTO LEASING LLC
By: BMW Financial Services NA, LLC,
as Managing Member
By: /s/ Martin Stremplat
Name: Martin Stremplat
Title: Vice President-Finance and CFO
By: /s/ Joachim Herr
Name: Joachim Herr
Title: Treasurer
Dated: April 18, 2011
