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) November 22, 2006
Capital One Auto Finance Trust 2006-C
Capital One Auto Receivables, LLC
Capital One Auto Finance, Inc.
(Exact Name of Issuing Entity, Depositor/Registrant and Sponsoras Specified in their respective Charters)
Delaware
(State or Other Jurisdiction of Incorporation of Issuing Entity and Registrant)
| | |
333-128722 333-128722-05 | | 31-1750007 51-6581429 |
(Commission File Numbers for Registrant and Issuing Entity, respectively) | | (Registrants’ I.R.S. Employer Identification Nos. for Registrant and Issuing Entity, respectively) |
| |
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)
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)) |
Item 8.01. Other Events.
On November 22, 2006, Capital One Auto Finance Trust 2006-C (the “Trust”) publicly issued U.S.$349,000,000 of Class A-1 5.34% Asset Backed Notes due December 14, 2007, U.S.$334,000,000 Class A-2 5.31% Asset Backed Notes due July 15, 2009, U.S.$294,500,000 Class A-3-A 5.07% Asset Backed Notes due July 15, 2011, U.S.$294,500,000 Class A-3-B LIBOR + 0.01 Asset Backed Notes due July 15, 2011 and U.S.$478,000,000 Class A-4 LIBOR + 0.03% Asset Backed Notes due May 15, 2013 (collectively, 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 Banc of America Securities LLC, Wachovia Capital Markets, LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Representatives”). Capital One Auto Receivables, LLC (the “Registrant”) paid the underwriters a fee of U.S.$2,723,950.00 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.$1,747,254,740.29 were used by the Trust to purchase a pool of motor vehicle retail installment sale contracts and/or installment loans secured by a combination of new and used automobiles and/or light-duty trucks originated by Capital One Auto Finance, Inc. (“COAF”), its affiliates and participating dealers, 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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| Exhibit No. | | Document Description |
| 1.1 | | Underwriting Agreement dated November 9, 2006, among the Registrant, COAF and the Representatives. |
| |
| 1.2 | | Terms Agreement dated November 14, 2006, among the Registrant, COAF and the Representatives. |
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| 3.1 | | Amended and Restated Limited Liability Company Agreement of the Registrant dated as of July 26, 2001 (incorporated by reference from Exhibit 3.1 filed with Form 8-K of the Registrant, file no. 333-54736, filed on August 6, 2001). |
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| 4.1 | | Amended and Restated Trust Agreement dated November 22, 2006 between the Registrant and Wilmington Trust Company, in its capacity as owner trustee. |
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| 4.2 | | Indenture dated November 22, 2006 between the Issuing Entity and The Bank of New York, as the indenture trustee (the “Indenture Trustee”) (including forms of Notes). |
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| 4.3 | | Note Guaranty Insurance Policy dated as of November 22, 2006 delivered by Financial Guaranty Insurance Company (the “Note Insurer”). |
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| 10.1 | | Purchase Agreement dated November 22, 2006 between the Registrant and COAF. |
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| 10.2 | | Sale and Servicing Agreement dated November 22, 2006 between the Registrant, the Issuing Entity, and the Indenture Trustee. |
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| 10.3 | | Administration Agreement dated November 22, 2006 among the Trust, COAF, as the administrator, and the Indenture Trustee. |
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| 10.4 | | Insurance Agreement dated as of November 22, 2006 among the Note Insurer, COAF, the Registrant, the Indenture Entity and the Indenture Trustee. |
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| 10.5 | | ISDA Master Agreement dated as of November 22, 2006 between the Issuing Entity and Wachovia Capital Markets, LLC (the “Swap Counterparty”). |
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| 10.6 | | Schedule to the ISDA Master Agreement dated as of November 22, 2006 between the Issuing Entity and the Swap Counterparty. |
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| 10.7 | | The Class A-3-B Swap Transaction Confirmation dated as of November 22, 2006 between the Issuing Entity and the Swap Counterparty. |
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| 10.8 | | The Class A-4 Swap Transaction Confirmation dated as of November 22, 2006 between the Issuing Entity and the Swap Counterparty. |
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| 25.1 | | Statement of Eligibility on Form T-1 of The Bank of New York as Indenture Trustee under the Indenture (incorporated by reference from Form 305(b)(2) of the Registrant, file no. 333-128722, filed on November 9, 2006). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant, Capital One Auto Receivables, LLC, has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | |
| November 29, 2006 | | CAPITAL ONE AUTO RECEIVABLES, LLC |
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| | By: | | /s/ Albert Ciafre |
| | Name: | | Albert Ciafre |
| | Title: | | Assistant Vice President |
COAFT 2006-C
Post-closing 8-K
