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): October 13, 2016
(Exact name of Issuing Entity as specified in its charter) | |||
BMW AUTO LEASING LLC (Exact name of Depositor as specified in its charter) | |||
BMW FINANCIAL SERVICES NA, LLC (Exact name of Sponsor as specified in its charter) | |||
FINANCIAL SERVICES VEHICLE TRUST (Exact name of co-registrant as specified in its charter) | |||
| Delaware | 333-205553-03 | 22-2013053 | |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | |
300 Chestnut Ridge Road Woodcliff Lake, NJ 07677 | |||
(Address of Principal Executive Offices) (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 October 13, 2016, BMW Auto Leasing LLC (“BMW LLC”) transferred a special unit of beneficial interest in certain vehicle leases and the related leased vehicles (the “SUBI”) to BMW Vehicle Lease Trust 2016-2 (the “Trust”). The Trust granted a security interest in the SUBI to Citibank, N.A., and issued: (i) Class A-1 Asset-Backed Notes in the aggregate original principal amount of $120,000,000; (ii) Class A-2 Asset-Backed Notes in the aggregate original principal amount of $440,000,000; (iii) Class A-3 Asset-Backed Notes in the aggregate original principal amount of $350,000,000; and (iv) Class A-4 Asset-Backed Notes in the aggregate original principal amount of $90,000,000 (collectively, the “Notes”). This Current Report on Form 8-K is being filed to file a copy of the Indenture, 2016-2 SUBI Servicing Supplement, Vehicle Trust Supplement, SUBI Certificate Transfer Agreement, Issuer SUBI Certificate Transfer Agreement, Amended and Restated Trust Agreement, Issuer Administration Agreement, Back-Up Security Agreement, Asset Representations Review Agreement and Control Agreement (as listed below) executed in connection with the issuance of the Notes.
Item 9.01. Financial Statements and Exhibits
| (a) | Not applicable. |
| (b) | Not applicable. |
| (c) | Not applicable. |
(d) Exhibits:
| 1.1* | Underwriting Agreement dated October 4, 2016 among BMW Financial Services NA, LLC (“BMW FS”), BMW LLC and Credit Suisse Securities (USA) LLC, on behalf of itself and as representative of the several underwriters named therein. |
| 4.1 | Indenture, dated as of October 13, 2016, between the Trust and Citibank, N.A., as indenture trustee (the “Indenture Trustee”). |
| 10.2 | 2016-2 Vehicle Trust Supplement, dated as of October 13, 2016, 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 | 2016-2 SUBI Servicing Supplement, dated as of October 13, 2016, 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, dated as of October 13, 2016, between BMW LP, as transferor, and BMW LLC, as transferee. |
| 10.6 | Issuer SUBI Certificate Transfer Agreement, dated as of October 13, 2016, between BMW LLC, as transferor, and the Trust, as transferee. |
| 10.7 | Amended and Restated Trust Agreement, dated as of October 13, 2016, between BMW LLC and Wilmington Trust, National Association, as owner trustee. |
| 10.8 | Issuer Administration Agreement, dated as of October 13, 2016, among BMW FS, as administrator, the Trust, BMW LLC, as transferor, and the Indenture Trustee. |
| 10.9 | Back-Up Security Agreement, dated as of October 13, 2016, among FSVT, BMW LP, BMW LLC, the Trust and the Indenture Trustee. |
| 10.10 | Asset Representations Review Agreement, dated as of October 13, 2016, among BMW FS, the Trust and Clayton Fixed Income Services, LLC, as asset representations reviewer. |
| 10.11 | Control Agreement, dated as of October 13, 2016, among BMW LLC, as transferor, the Trust, as initial-secured party and Citibank, N.A., as Indenture Trustee and as assignee-secured party. |
| 36.1* | Depositor Certification, dated October 4, 2016 for shelf offerings of asset-backed securities. |
* Previously filed on Form 8-K on October 6, 2016.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
BMW VEHICLE LEASE TRUST 2016-2 By: BMW Financial Services NA, LLC, as Administrator By: /s/ Ritu Chandy Name: Ritu Chandy Title: Vice President – Finance & CFO By: /s/ Stefan Glebke Name: Stefan Glebke Title: Treasurer | FINANCIAL SERVICES VEHICLE TRUST By: BMW Financial Services NA, LLC, as Servicer By: /s/ Ritu Chandy Name: Ritu Chandy Title: Vice President – Finance & CFO By: /s/ Stefan Glebke Name: Stefan Glebke Title: Treasurer |
BMW AUTO LEASING LLC
By: BMW Financial Services NA, LLC,
as Managing Member
By: /s/ Ritu Chandy
Name: Ritu Chandy
Title: Vice President – Finance
By: /s/ Stefan Glebke
Name: Stefan Glebke
Title: Treasurer
Dated: October 13, 2016