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 11, 2007
Capital One Auto Finance Trust 2007-C
Capital One Auto Receivables, LLC
Capital One Auto Finance, Inc.
(Exact Name of Issuing Entity, Depositor/Registrant and Sponsor
as Specified in their respective Charters)
Delaware
(State or Other Jurisdiction of Incorporation of Issuing Entity and Registrant)
| | |
333-142062 333-142062-03 | | 31-1750007 51-6593330 |
(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 October 11, 2007, Capital One Auto Finance Trust 2007-C (the “Trust”) publicly issued U.S.$157,000,000 Class A-1 5.28200% Asset Backed Notes due on the October 2008 Payment Date, U.S.$69,000,000 Class A-2-A 5.29% Asset Backed Notes due on the May 2010 Payment Date, U.S.$71,000,000 Class A-2-B LIBOR + 0.42% Asset Backed Notes due on the May 2010 Payment Date, U.S.$91,000,000 Class A-3-A 5.13% Asset Backed Notes due on the April 2012 Payment Date, U.S.$192,000,000 Class A-3-B LIBOR + 0.51% Asset Backed Notes due on the April 2012 Payment Date and U.S.$170,000,000 Class A-4 5.23% Asset Backed Notes due on the July 2014 Payment Date (collectively, the “Notes”) pursuant to a registration statement (No. 333-142062) declared effective on April 21, 2007. The lead managers for the issuance of the Notes were Barclays Capital Inc. and Credit Suisse Securities (USA) LLC (the “Representatives”). Capital One Auto Receivables, LLC (the “Registrant”) paid the underwriters a fee of U.S.$1,111,350.00 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.$748,853,644.95, 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, light-duty trucks and motorcycles 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.
| | |
Exhibit
No. | | Document Description |
| 1.1 | | Underwriting Agreement dated September 28, 2007, among the Registrant, COAF and the Representatives. |
| |
| 1.2 | | Terms Agreement dated October 2, 2007, among the Registrant, COAF and the Representatives. |
| |
| 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). |
| |
| 4.1 | | Amended and Restated Trust Agreement dated October 11, 2007 between the Registrant and Wilmington Trust Company, in its capacity as owner trustee. |
| |
| 4.2 | | Indenture dated October 11, 2007 between the Issuing Entity and Deutsche Bank Trust Company Americas, as the indenture trustee (the “Indenture Trustee”) (including forms of Notes). |
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| 4.3 | | Note Guaranty Insurance Policy dated as of October 11, 2007 delivered by Financial Guaranty Insurance Company (the “Note Insurer”). |
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| 10.1 | | Purchase Agreement dated October 11, 2007 between the Registrant and COAF. |
| |
| 10.2 | | Sale and Servicing Agreement dated October 11, 2007 between the Registrant, the Issuing Entity, and the Indenture Trustee. |
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| 10.3 | | Administration Agreement dated October 11, 2007 among the Trust, COAF, as the administrator, and the Indenture Trustee. |
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| 10.4 | | Insurance Agreement dated as of October 11, 2007 among the Note Insurer, COAF, the Registrant, the Indenture Entity and the Indenture Trustee. |
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Exhibit
No. | | Document Description |
| 10.5 | | ISDA Master Agreement dated as of October 11, 2007 between the Issuing Entity and Barclays Bank PLC (the “Swap Counterparty”). |
| |
| 10.6 | | Schedule to the ISDA Master Agreement dated as of October 11, 2007 between the Issuing Entity and the Swap Counterparty. |
| |
| 10.7 | | The Class A-2-B Swap Transaction Confirmation dated as of October 11, 2007 between the Issuing Entity and the Swap Counterparty. |
| |
| 10.8 | | The Class A-3-B Swap Transaction Confirmation dated as of October 11, 2007 between the Issuing Entity and the Swap Counterparty. |
| |
| 25.1 | | Statement of Eligibility on Form T-1 of Deutsche Bank Trust Company Americas as Indenture Trustee under the Indenture (incorporated by reference from Form 305(b)(2) of the Registrant, file no. 333-142062, filed on October 1, 2007). |
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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.
| | | | | | | | |
| October 11, 2007 | | | | CAPITAL ONE AUTO RECEIVABLES, LLC |
| | | |
| | | | By: | | /s/ RICHARD JOHNS |
| | | | | | Name: | | Richard Johns |
| | | | | | Title: | | Assistant Vice President |
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