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) October 12, 2006
Capital One Auto Receivables, LLC
Capital One Prime Auto Receivables Trust 2006-2
Capital One Auto Finance, Inc.
(Exact Name of Depositor, Issuing Entity and Sponsor as Specified in their respective Charters)
Delaware
Delaware
(State or Other Jurisdiction of Incorporation)
| | |
| 333-128722 | | 31-1750007 |
| 333-128722-04 | | 51-6579065 |
| (Commission File Number) | | (Registrants’ I.R.S. Employer Identification No.) |
| | |
140 E. Shore Drive, Room 1052-D Glen Allen, Virginia | | 23059 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(804) 290-6736
(Registrant’s Telephone Number, Including Area Code)
N/A
(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)) |
On October 12, 2006, Capital One Prime Auto Receivables Trust 2006-2 (the “Trust”), publicly issued U.S.$265,000,000 of Class A-1 5.33% Asset Backed Notes due on the October 2007 Payment Date, U.S.$349,000,000 of Class A-2 5.17% Asset Backed Notes due on the May 2009 Payment Date, U.S.$308,000,000 of Class A-3 4.98% Asset Backed Notes due on the September 2010 Payment Date, U.S.$293,101,000 of Class A-4 4.94% Asset Backed Notes due on the July 2012 Payment Date and U.S.$34,899,000 of Class B 5.05% Asset Backed Notes due on the June 2013 Payment Date (the “Notes”) pursuant to a registration statement (No. 333-128722) declared effective on January 17, 2006. The lead managers for the issuance of the Notes were Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated (the “Representatives”). Capital One Auto Receivables, LLC (the “Registrant”) paid the underwriters a fee of U.S.$1,920,609.10 in connection with the sale of the Notes. The Registrant also paid general transaction expenses, estimated to be $1,000,000. The net proceeds from the sale of the Notes, which amounted to U.S.$1,247,997,064.24, were used by the Trust to purchase a pool of motor vehicle installment loans secured by a combination of new and used automobiles, light-duty trucks and motorcycles originated by Capital One Auto Finance, Inc. (“COAF”) and Onyx Acceptance Corp., which constitute the receivables included in the assets of the Trust, from the Registrant. The Registrant acquired such receivables from COAF. The Trust also used the net proceeds from the sale of the Notes for general expenses relating to the Trust.
| Item 9.01. | Financial Statements and Exhibits. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant, Capital One Auto Receivables, LLC and the Co-Registrant, Capital One Prime Auto Receivables Trust 2006-2 by its Depositor, Capital One Auto Receivables, LLC, have each duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | |
| October 16, 2006 | | | | CAPITAL ONE AUTO RECEIVABLES, LLC |
| | | | |
| | | | | | By: | | /s/ Jerry Hamstead |
| | | | | | Name: | | Jerry Hamstead |
| | | | | | Title: | | Assistant Vice President |
| | |
| October 16, 2006 | | | | CAPITAL ONE PRIME AUTO RECEIVABLES TRUST 2006-2 |
| | | | By: Capital One Auto Receivables, LLC, Depositor of the Capital One Prime Auto
Receivables Trust 2006-2 |
| | | | |
| | | | | | By: | | /s/ Albert Ciafre |
| | | | | | Name: | | Albert Ciafre |
| | | | | | Title: | | Assistant Vice President |
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EXHIBIT INDEX
| | |
| Exhibit No. | | Document Description |
| |
| 1.1 | | Underwriting Agreement dated September 29, 2006, among the Registrant, COAF and the Representatives. |
| |
| 1.2 | | Terms Agreement dated October 4, 2006, among the Representatives, the Registrant and COAF. |
| |
| 3.1 | | Amended and Restated Limited Liability Company Agreement of the Registrant dated as of July 26, 2001 (incorporated by reference to Registrant from Periodic Report on Form 8-K, Registration Statement file no. 333-54736, dated March 13, 2001). |
| |
| 4.1 | | Amended and Restated Trust Agreement dated October 12, 2006, between the Registrant and the Wilmington Trust Company, not in its individual capacity but solely as owner trustee. |
| |
| 4.2 | | Indenture dated October 12, 2006 between the Trust and The Bank of New York, as the indenture trustee (the “Indenture Trustee”) (including forms of Notes). |
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| 10.1 | | Purchase Agreement dated October 12, 2006 between COAF and the Registrant. |
| |
| 10.2 | | Sale and Servicing Agreement dated October 12, 2006 between the Trust, COAF, the Registrant and the Indenture Trustee. |
| |
| 10.3 | | Administration Agreement dated October 12, 2006 among the Trust, COAF, as the administrator, and the Indenture Trustee. |
| |
| 25.1 | | Statement of Eligibility on Form T-1 of the Indenture Trustee under the Indenture (incorporated by reference from Form 305(b)(2) of the Registrant, file no. 333-128722, filed on October 2, 2006). |
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