Registration Statement Nos. 333-229836 and 333-229836-01
BMW Vehicle Owner Trust 2019-A Issuing Entity (CIK Number: 0001784326) | ||
BMW FS Securities LLC Depositor (CIK Number: 0001136586) | BMW Financial Services NA, LLC Sponsor, Originator, Seller, Servicer and Administrator (CIK Number: 0001541188) | BMW Bank of North America Originator and Seller |
· | The issuing entity’s main sources for payment of the notes will be payments generated by a pool of retail installment sale contracts secured by BMW passenger cars, BMW light trucks, BMW motorcycles and MINI passenger cars. |
· | See “Risk Factors” beginning on page 21 of this prospectus for a discussion of risks that you should consider in connection with an investment in the notes. |
· | The notes are asset backed securities and represent the obligations of the issuing entity only and do not represent the obligations of or an interest in the sponsor, the sellers, the originators, the depositor or any of their affiliates. Neither the notes nor the receivables are insured or guaranteed by any government agency. Only the notes are being offered by this prospectus. |
· | Credit enhancement for the notes consists of excess interest on the receivables, overcollateralization, the reserve account and the yield supplement overcollateralization amount. |
Notes | Initial Principal Amount | Interest Rate | Accrual Method | Expected Final Payment Date(1) | Final Scheduled Payment Date | Initial Price to Public | Underwriting Discount | Proceeds to Depositor(2) |
Class A-1 | $265,000,000 | 2.11124% | Actual/360 | February 25, 2020 | September 25, 2020 | 100.00000% | 0.070% | 99.93000% |
Class A-2 | $443,000,000 | 2.05% | 30/360 | March 25, 2021 | May 25, 2022 | 99.99789% | 0.155% | 99.84289% |
Class A-3 | $442,000,000 | 1.92% | 30/360 | October 25, 2022 | January 25, 2024 | 99.98656% | 0.215% | 99.77156% |
Class A-4 | $100,000,000 | 1.95% | 30/360 | April 25, 2023 | January 26, 2026 | 99.98989% | 0.305% | 99.68489% |
Total | $1,250,000,000 | $1,249,921,137.90 | $2,127,450.00 | $1,247,793,687.90 |
(1) | Based on the assumptions set forth under the heading “Weighted Average Lives of the Notes.” |
(2) | Before deducting expenses expected to be $750,000. |
Barclays | TD Securities | Wells Fargo Securities |
BNP PARIBAS | HSBC | RBC Capital Markets |
Important Notice About Information Presented in this Prospectus | 1 |
Notice to Investors in the United Kingdom | 1 |
Notice to Residents of the European Economic Area | 2 |
Copies of the Documents | 2 |
Summary of Terms | 6 |
Risk Factors | 21 |
Defined Terms | 39 |
The Issuing Entity | 39 |
Capitalization of the Issuing Entity | 40 |
The Depositor | 40 |
The Sponsor, Originator, Seller, Administrator and Servicer | 41 |
General | 41 |
Securitization Experience | 41 |
Origination | 42 |
Electronic Contracts and Electronic Contracting | 42 |
Servicing Experience | 42 |
BMW Bank of North America | 42 |
Credit Risk Retention | 43 |
Repurchase Requests | 45 |
Affiliations and Related Transactions | 46 |
The Owner Trustee and the Indenture Trustee | 46 |
Wilmington Trust, National Association | 46 |
U.S. Bank National Association | 46 |
Asset Representations Reviewer | 49 |
BMW FS’ and BMW Bank’s Financing Programs | 50 |
General | 50 |
Underwriting | 51 |
Physical Damage and Liability Insurance | 52 |
Certified Pre-Owned Program | 53 |
Servicing | 53 |
Assets of the Issuing Entity | 53 |
The Receivables | 54 |
General | 54 |
Characteristics | 55 |
Delinquencies, Repossessions and Loss Information | 61 |
Static Pools | 62 |
Asset-Level Data for the Receivables | 63 |
Pool Underwriting | 63 |
Review of Pool Assets | 63 |
Description of the Notes | 64 |
General | 64 |
Interest | 65 |
Principal | 66 |
Damages Paid by the FDIC | 67 |
Allocation of Losses | 68 |
Indenture Events of Default; Change in Priority of Payments Following Acceleration | 68 |
Repurchase Obligations | 69 |
Asset Representations Review | 69 |
Dispute Resolution for Repurchase Request | 73 |
Notices | 74 |
Governing Law | 74 |
Definitive Securities | 74 |
Book-Entry Registration | 75 |
Payments on the Notes | 78 |
Determination of Available Amounts | 79 |
Payment of Distributable Amounts | 80 |
The Certificates | 81 |
Credit Enhancement | 81 |
Reserve Account | 82 |
Overcollateralization | 83 |
Excess Interest | 83 |
Yield Supplement Overcollateralization Amount | 83 |
Maturity, Prepayment and Yield Considerations | 83 |
Weighted Average Lives of the Notes | 84 |
Note Factors | 92 |
Use of Proceeds | 92 |
Statements to Noteholders | 92 |
Where You Can Find More Information About Your Notes | 92 |
The Issuing Entity | 92 |
The Depositor | 92 |
Description of the Transfer and Servicing Agreements | 93 |
Sale and Assignment of Receivables | 93 |
Maintenance and Safekeeping of the Receivables | 95 |
Accounts | 96 |
Servicing Procedures | 98 |
Collections | 100 |
Advances | 101 |
Permitted Deferments | 101 |
Servicing Compensation | 101 |
Net Deposits | 102 |
Optional Purchase | 102 |
Termination | 102 |
Investor Communications | 103 |
The Indenture | 103 |
FDIC Rule Covenant | 109 |
The Owner Trustee and the Indenture Trustee | 110 |
Duties of the Owner Trustee and the Indenture Trustee | 111 |
Fees and Expenses | 112 |
Statements to Trustees and the Issuing Entity | 112 |
Statements to Noteholders and Certificateholders | 112 |
Evidence as to Compliance | 114 |
Certain Matters Regarding the Servicer | 114 |
Servicer Default | 115 |
Rights Upon Servicer Default | 116 |
Waiver of Past Defaults | 116 |
Amendment | 116 |
Removal of Servicer | 117 |
Insolvency Event | 118 |
Administration Agreement | 118 |
Removal or Resignation of the Administrator | 119 |
Notes Owned by the Depositor, the Servicer or Affiliates | 120 |
Lists of Noteholders and Certificateholders | 120 |
Certain Legal Aspects of the Receivables | 120 |
General | 120 |
Security Interests in Financed Vehicles | 121 |
Repossession | 123 |
Notice of Sale; Redemption Rights | 123 |
Deficiency Judgments and Excess Proceeds | 123 |
Certain Bankruptcy Considerations | 124 |
Certain Matters Relating to Insolvency | 125 |
FDIC Rule | 126 |
Other Statutory Powers of the FDIC | 128 |
Consumer Protection Laws | 128 |
Other Limitations | 130 |
Dodd Frank Orderly Liquidation Framework | 131 |
Legal Proceedings | 133 |
Material U.S. Federal Income Tax Consequences | 134 |
Tax Characterization of the Issuing Entity | 134 |
Changes Made by the Bipartisan Budget Act of 2015 | 135 |
Tax Consequences to Owners of the Notes | 135 |
Reportable Transaction Disclosure | 139 |
State and Local Tax Considerations | 139 |
ERISA Considerations | 139 |
Ratings of the Notes | 141 |
Plan of Distribution | 141 |
Selling Restrictions and European Securitization Rules | 142 |
Selling Restrictions Addressing Additional United Kingdom Securities Laws | 142 |
Selling Restrictions Relating to EEA Investors | 142 |
European Securitization Rules | 143 |
Legal Opinions | 143 |
Index of Principal Terms | 144 |
APPENDIX A - Static Pool Information | Ap-A-1 |
ANNEX A - Global Clearance, Settlement and Tax Documentation Procedures | A-1 |
Withdrawals from Accounts
(Prior to an Acceleration of the Maturity of the Notes)
RELEVANT PARTIES | ||
Issuing Entity | BMW Vehicle Owner Trust 2019-A, which we refer to as the “issuing entity,” is a Delaware statutory trust. The issuing entity will be established by the trust agreement. | |
Depositor | BMW FS Securities LLC. The depositor’s address and phone number are 300 Chestnut Ridge Road, Woodcliff Lake, New Jersey 07677, (201) 307-4000. | |
Sponsor, Originator, Seller, Servicer and Administrator | BMW Financial Services NA, LLC, which we refer to as “BMW FS.” The sponsor’s address and phone number are 300 Chestnut Ridge Road, Woodcliff Lake, New Jersey 07677, (201) 307‑4000. | |
Seller and Originator | BMW Bank of North America, a wholly owned subsidiary of BMW FS, which we refer to as “BMW Bank.” BMW Bank will also be a seller and originator of receivables. | |
Indenture Trustee | U.S. Bank National Association. | |
Owner Trustee | Wilmington Trust, National Association. | |
Asset Representations Reviewer | Clayton Fixed Income Services LLC. | |
RELEVANT AGREEMENTS | ||
Indenture | The indenture between the issuing entity and the indenture trustee. The indenture provides for the terms of the notes. | |
Trust Agreement | The trust agreement, as amended and restated, between the depositor and the owner trustee. The trust agreement governs the creation of the issuing entity and provides for the terms of the certificates. | |
Sale and Servicing Agreement | The sale and servicing agreement among the issuing entity, the indenture trustee, the servicer and the depositor. The sale and servicing agreement governs the transfer of the receivables by the depositor to the issuing entity and the servicing of the receivables by the servicer. | |
Administration Agreement | The administration agreement among the administrator, the issuing entity and the indenture trustee. The administration agreement governs the provision of reports by the administrator and the performance by the administrator of other administrative duties for the issuing entity. | |
Receivables Purchase Agreement | The receivables purchase agreement between the depositor and BMW FS. The receivables purchase agreement governs the sale of the applicable receivables from BMW FS to the depositor. |
Bank Receivables Purchase Agreement | The receivables purchase agreement between the depositor and BMW Bank. The bank receivables purchase agreement governs the sale of the applicable receivables from BMW Bank to the depositor. | |
Asset Representations Review Agreement | The asset representations review agreement among the asset representations reviewer, the servicer and the issuing entity, which provides for the review, in certain circumstances, of representations made by the sellers with respect to the receivables. | |
RELEVANT DATES | ||
Closing Date | Expected to be on or about September 18, 2019. | |
Cutoff Date | The cutoff date for the pool of receivables described in this prospectus is the close of business on July 31, 2019. The issuing entity will be entitled to all collections in respect of the receivables received after the cutoff date. | |
Collection Period | For any payment date other than the initial payment date, the month immediately preceding the month in which the related payment date occurs. The collection period for the October 2019 payment date will begin on August 1, 2019 and end on September 30, 2019. | |
Payment Dates | The issuing entity will pay interest on and principal of the notes on the 25th day of each month using amounts received from collections on the receivables during the immediately preceding collection period, together with other amounts available for such purpose on deposit in the reserve account, after payment of certain amounts due to the servicer, the indenture trustee, the owner trustee and the asset representations reviewer. If the 25th day of the month is not a business day, payments on the notes will be made on the next business day. The date that any payment is made is called a payment date. The first payment date is expected to be October 25, 2019. | |
Final Scheduled Payment Dates | The final principal payment for each class of notes is due and payable on the applicable final scheduled payment date specified on the front cover of this prospectus. | |
Expected Final Payment Dates | The final principal payment for each class of notes is expected to be made on the applicable expected final payment date specified on the front cover of this prospectus. However, due to a variety of factors described herein, there can be no assurance that your class of notes will not actually be paid in full on an earlier or on a later payment date. We refer you to “Risk Factors” in this prospectus for discussions of certain of these factors. | |
Record Date | So long as the notes are in book-entry form, the issuing entity will make payments on the notes to the related holders of record at the close of business on the business day immediately preceding the payment date or redemption date, as applicable. If the notes are issued in definitive form, the record date will be the last business day of the month preceding the month in which the payment date or redemption date, as applicable, occurs. |
DESCRIPTION OF THE ASSETS OF THE ISSUING ENTITY | |||
Receivables | The issuing entity’s main source of funds for making payments on the notes will be collections on motor vehicle retail installment sale contracts, known as the receivables. All of the receivables are secured by passenger cars, light trucks and motorcycles manufactured by Bayerische Motoren Werke Aktiengesellschaft, which we refer to as “BMW AG,” or its subsidiaries. The statistical information presented in this prospectus relates to the pool of receivables as of the cutoff date. As of the cutoff date, the receivables had the following characteristics: | ||
· | aggregate principal balance: $1,350,116,131.40 | ||
· | number of receivables: 48,130 | ||
· | average principal balance: $28,051.45 | ||
· | weighted average annual percentage rate: 3.12% | ||
· | weighted average original term to maturity: 63.62 months | ||
· | weighted average remaining term to maturity: 51.14 months | ||
The characteristics of the receivables to be acquired by the issuing entity on the closing date may not be identical to, but will not differ materially from, those of the receivables as of the cutoff date. All receivables acquired by the issuing entity, however, must satisfy the eligibility criteria specified in the transaction documents. For additional information regarding the eligibility criteria for receivables being acquired by the issuing entity, you should refer to “The Receivables—Characteristics” in this prospectus. All of the receivables owned by the issuing entity are classified as simple interest receivables, which are described in more detail under “The Receivables” in this prospectus. | |||
Review of Pool Assets | In connection with the offering of the notes, the depositor has performed a review of the receivables and certain disclosures in this prospectus relating to the receivables and certain asset-level data disclosures incorporated by references into this prospectus, and has concluded that it has reasonable assurance that such disclosure is accurate in all material respects, as described under “Review of Pool Assets” below. The receivables sold by BMW FS and BMW Bank to the depositor were originated in accordance with the underwriting guidelines of BMW FS and BMW Bank, respectively. As described in “BMW FS’ and BMW Bank’s Financing Programs—Underwriting” in this prospectus, in accordance with BMW FS’ and BMW Bank’s respective underwriting guidelines, credit applications are evaluated when received and are either automatically approved, automatically rejected or forwarded for review by one or more BMW FS credit |
representatives or by a credit manager with appropriate approval authority. The BMW FS credit representative or credit manager reviews each application forwarded to it for review through the use of a system of rules and scorecards, including an evaluation of the customer demographics, income and collateral, review of a credit bureau report, use of internet verification tools and a review of the applicant’s credit score based on a combination of their credit bureau score and BMW FS’ or BMW Bank’s, as applicable, own internal credit scoring process. 39,084 receivables, having an aggregate principal balance of approximately $1,107,922,133.22 (approximately 82.06% of the aggregate principal balance of the receivables as of the cutoff date), were automatically approved. BMW FS determined that whether a receivable was approved automatically by BMW FS’ or BMW Bank’s, as applicable, electronic credit decision system or was approved following review by a BMW FS credit representative or credit manager was not indicative of the quality of the related receivable. No completed applications for the receivables were automatically rejected. None of the receivables in the pool described in this prospectus were originated with exceptions to BMW FS’ or BMW Bank’s underwriting guidelines. | ||
Removal of Pool Assets | Breaches of Representations and Warranties. Upon sale to the depositor, each seller will make certain representations and warranties to the depositor, and upon sale to the issuing entity, the depositor will make certain representations and warranties to the issuing entity. The depositor will also assign all of its rights under the receivables purchase agreement and the bank receivables purchase agreement to the issuing entity. The sellers are required to repurchase from the issuing entity any receivable for which certain representations or warranties of such seller with respect to that receivable have been breached if any such breach materially and adversely affects the interests of the issuing entity, the indenture trustee, the owner trustee, the certificateholders or the noteholders in such receivable and such breach has not been timely cured. | |
We refer you to “Description of the Transfer and Servicing Agreements—Sale and Assignment of Receivables” in this prospectus. | ||
Breach of Servicer Covenants. The servicer will be required to purchase any receivable materially and adversely affected by certain breaches of the servicer’s covenants under the sale and servicing agreement to the extent such breach is not timely cured. | ||
We refer you to “Description of the Transfer and Servicing Agreements—Servicing Procedures” in this prospectus. | ||
BMW Bank will also have the option to repurchase from the depositor, from time to time, any of the receivables sold by it to the depositor under the bank receivables purchase agreement; provided, that the aggregate outstanding principal balance of all such receivables repurchased and to be repurchased does not exceed 2.0% of the aggregate outstanding principal balance of all of the receivables sold to the depositor under the bank receivables purchase agreement, in each case measured as of the cutoff date. |
Asset Representations Review | The asset representations reviewer will perform a review of certain receivables for compliance with the representations made with respect to such receivables if: | ||
· | a delinquency trigger for the receivables is reached; and | ||
· | the required amount of noteholders vote to direct the review. | ||
The asset representations reviewer is not and will not be affiliated with any of the sponsor, the depositor, the servicer, the indenture trustee, the owner trustee or any of their respective affiliates, and has not performed, and is not affiliated with any party hired by the sponsor or any underwriter to perform, pre-closing due diligence work on the receivables. For more information regarding the asset representations review see “Description of the Notes—Asset Representations Review” in this prospectus. | |||
Repurchase Dispute Resolution | If a request is made for the repurchase of a receivable due to a breach of a representation or warranty, and the request is not resolved within 180 days of receipt by BMW FS or BMW Bank of such request, the party submitting the request will have the right to refer the matter to either arbitration or mediation. For more information regarding the dispute resolution procedures, see “Description of the Notes—Dispute Resolution for Repurchase Request” in this prospectus. | ||
Credit Risk Retention | The risk retention regulations in Regulation RR of the Securities Exchange Act of 1934, as amended, require the sponsor, either directly or through its majority-owned affiliates, to retain an economic interest in the credit risk of the receivables. The sponsor intends to satisfy its obligation to retain credit risk by causing the depositor and BMW Bank, its wholly-owned affiliates, to retain the certificates. The certificates represent the right to all funds not needed to make required payments on the notes, pay fees and expenses of the issuing entity or make deposits to the reserve account on each payment date. The certificates represent a first-loss interest in this securitization transaction. None of the sponsor, the depositor or any of their affiliates may hedge, sell or transfer the required retention except to the extent permitted by Regulation RR. Notwithstanding the sponsor’s retention of an economic interest in the credit risk of the receivables for purposes of Regulation RR, the securitization described in this prospectus is not intended to comply with the European risk retention regulations. See “Selling Restrictions and European Securitization Rules—European Securitization Rules.” For more information regarding the risk retention regulations and the sponsor’s method of compliance with those regulations, see |
“Credit Risk Retention” in this prospectus. | ||||
DESCRIPTION OF THE NOTES | ||||
General | The notes consist of: | |||
· | the Class A-1 Notes; | |||
· | the Class A-2 Notes; | |||
· | the Class A-3 Notes; and | |||
· | the Class A-4 Notes. | |||
The initial principal amount of each class of notes is specified on the front cover of this prospectus. The issuing entity will also issue certificates representing the equity interest in the issuing entity. The certificates will initially be held by the depositor and BMW Bank. The certificates are not being offered to you by this prospectus. Any information in this prospectus relating to the certificates is presented solely to provide you with a better understanding of the notes. | ||||
Terms of the Notes | In general, noteholders will receive payments of interest and principal on the notes from the issuing entity only to the extent that collections from the issuing entity’s assets are sufficient to make those payments. Collections from the issuing entity’s assets will be divided among the classes of notes in specified proportions. The issuing entity will pay interest and principal on each payment date to noteholders of record as of the record date preceding such payment date. | |||
Interest. The interest rate for each class of notes will be a fixed rate, as set forth on the cover of this prospectus. | ||||
The Class A-1 Notes will accrue interest on an actual/360 basis from (and including) a payment date to (but excluding) the next payment date, except that the first interest accrual period for the Class A-1 Notes will be from (and including) the closing date to (but excluding) the initial payment date. This means that the interest due on the Class A-1 Notes on each payment date will be the product of: | ||||
· | the outstanding principal amount of the Class A-1 Notes; | |||
· | the related interest rate; and | |||
· | the actual number of days from (and including) the previous payment date (or, in the case of the first payment date, the actual number of days from (and including) the closing date) to (but excluding) the current payment date, divided by 360. | |||
The Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes will accrue interest on a 30/360 basis from (and including) the 25th day of the calendar month preceding a payment date to (but excluding) the 25th day of the calendar month in which the payment date occurs, except that the first interest accrual period for the Class |
A-2 Notes, the Class A-3 Notes and the Class A-4 Notes will be from (and including) the closing date to (but excluding) October 25, 2019. This means that the interest due on each of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes on each payment date will be the product of: | |||||
· | the outstanding principal amount of such class of notes; | ||||
· | the related interest rate; and | ||||
· | 30 (or, in the case of the first payment date, the number of days from (and including) the closing date to (but excluding) October 25, 2019 (assuming a 30-day calendar month)) divided by 360. | ||||
Each class of notes will be entitled to interest at the same level of priority with all other classes of notes. If the noteholders of any class of notes do not receive all interest owed to them on a payment date, the issuing entity will make payments of interest on later payment dates to make up the shortfall together with interest on those amounts, to the extent lawful and to the extent funds from specified sources are available to cover the shortfall. | |||||
Principal. The issuing entity generally will pay principal sequentially to the earliest maturing class of notes then outstanding until that class is paid in full. | |||||
Priority of Payments | On each payment date prior to the acceleration of the notes, the issuing entity will pay the following amounts in the following order of priority, from amounts collected or received in respect of the receivables during the related collection period and, in the event of a shortfall in making the payments described in clauses first through fourth below, amounts withdrawn from the reserve account: | ||||
· | first, to the servicer, the servicing fee and all unpaid servicing fees from prior collection periods and amounts in respect of reimbursement for non-recoverable servicer advances; | ||||
· | second, to the indenture trustee (in each of its capacities under the transaction documents), the owner trustee and the asset representations reviewer, the amount of any fees, expenses, indemnification amounts and other payments due and owing to each such party, pro rata, based on amounts due to each such party, in an aggregate amount not to exceed $250,000 in any calendar year; | ||||
· | third, to the noteholders, the accrued interest on the notes; | ||||
· | fourth, to the principal distribution account, the first priority principal distribution amount, which will generally be an amount equal to the excess of: | ||||
· | the aggregate outstanding principal amount of the notes as of the preceding payment date (after giving effect to all payments of principal made on such payment date); over |
· | the aggregate principal balance of the receivables as of the last day of the related collection period less the yield supplement overcollateralization amount with respect to such payment date (referred to as the “adjusted pool balance”); | |||
· | fifth, to the reserve account, the amount, if any, necessary to cause the amount on deposit in the reserve account to equal the specified reserve account balance, which is the lesser of 0.25% of the initial adjusted pool balance and the aggregate outstanding principal amount of the notes on such payment date; | |||
· | sixth, to the principal distribution account, the regular principal distribution amount, which will generally be an amount equal to the excess of: | |||
· | the aggregate outstanding principal amount of the notes as of the preceding payment date (after giving effect to all payments of principal made on such payment date); over | |||
· | the adjusted pool balance less the target overcollateralization amount (as defined below), in each case with respect to that payment date; | |||
less any amounts previously deposited in the principal distribution account in accordance with clause fourth above; | ||||
· | seventh, to the indenture trustee (in each of its capacities under the transaction documents), the owner trustee and the asset representations reviewer, the amount of any fees, expenses, indemnification amounts and other payments due to each such party and remaining unpaid as a result of the cap set forth in clause second above, pro rata, based on amounts due to each such party; and | |||
· | eighth, to the holders of the certificates, any remaining amounts. | |||
On the final scheduled payment date of each class of notes, the amount required to be allocated to the principal distribution account will include the amount necessary to reduce the outstanding principal amount of that class of notes to zero. The “target overcollateralization amount” with respect to any payment date will be equal to approximately 2.50% of the initial adjusted pool balance. | ||||
Distributions from the Principal Distribution Account | From deposits made to the principal distribution account, the issuing entity will generally pay principal on the notes in the following order of priority on each payment date prior to the acceleration of the notes: | |||
· to the Class A-1 Notes until they are paid in full; |
· | to the Class A-2 Notes until they are paid in full; | |||
· | to the Class A-3 Notes until they are paid in full; and | |||
· | to the Class A-4 Notes until they are paid in full. | |||
Acceleration of the Notes; Change in Priority of Payments upon Acceleration of the Notes | Following the occurrence of any of the following events of default, the indenture trustee may (and, at the direction of the holders of a majority of the aggregate outstanding principal amount of the notes, shall) accelerate the notes to become immediately due and payable: | |||
· | a default for five days or more in the payment of interest on the notes when the same becomes due and payable; | |||
· | a default in the payment of principal of any note on the related final scheduled payment date or on the redemption date; | |||
· | a default in the observance or performance of any covenant or agreement of the issuing entity or breach of any representation or warranty of the issuing entity (that is not cured or eliminated) under the indenture or in connection therewith, other than a default in the performance of a covenant or agreement pursuant to the FDIC Rule Covenant described in this prospectus; or | |||
· | particular events of bankruptcy, insolvency, receivership or liquidation of the issuing entity; | |||
provided that a delay in or failure of performance referred to under the first bullet point above for a period of 45 days or less, under the second bullet point above for a period of 60 days or less or under the third bullet point above for a period of 120 days or less, will not constitute an event of default if that failure or delay was caused by a force majeure or other similar occurrence. | ||||
In addition, upon an event of default and acceleration of the notes, the indenture trustee may (subject to the terms of the indenture) liquidate or sell the assets of the issuing entity; provided that if such event of default is not caused by a failure to pay interest or principal, then at least one of the following conditions must be met: | ||||
· | the proceeds of the sale or liquidation of the issuing entity’s assets would be sufficient to repay the noteholders in full; | |||
· | 100% of the noteholders consent to such sale or liquidation; or | |||
· | the indenture trustee has determined pursuant to the provisions of the indenture that the assets of the issuing entity will be insufficient to continue to make all required payments of principal and interest on the notes when due and payable, and noteholders holding at least 66-2/3% of the aggregate principal amount of notes outstanding consent to such sale or liquidation. |
Following the acceleration of the notes, the issuing entity will pay any fees, expenses, indemnification amounts and other payments due to the indenture trustee, the owner trustee and the asset representations reviewer before making any payments to noteholders and without regard to any annual cap on such amounts. Following the acceleration of the notes, the issuing entity will pay principal first, to the Class A-1 Notes until the Class A-1 Notes are paid in full, and second, to the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, based on the outstanding principal amounts of those classes of notes, until each such class is paid in full. Following the occurrence of an event of default that has not resulted in an acceleration of the notes, no change will be made in the priority of payments on the notes on each payment date. | |||
Minimum Denominations, Registration, Clearance and Settlement | The notes of each class will be issued in U.S. Dollars in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. The notes will be issued in book-entry form and will be registered in the name of Cede & Co., as the nominee of The Depository Trust Company, the clearing agency. | ||
Optional Purchase | The servicer may, at its option, cause the issuing entity to redeem any outstanding notes by purchasing all remaining receivables when the aggregate outstanding principal balance of the receivables declines to 5% or less of the aggregate outstanding principal balance of the receivables as of the cutoff date. | ||
We refer you to “Description of the Transfer and Servicing Agreements—Optional Purchase” in this prospectus for more detailed information. | |||
Credit Enhancement | Credit enhancement is intended to protect you against losses and delays in payments on your notes by absorbing credit losses on the receivables and other shortfalls in cash flows. The available credit enhancement is limited. Losses on the receivables in excess of available credit enhancement will not result in a writedown of the principal amounts of the notes. Instead, if losses on the receivables exceed the amount of available credit enhancement, the amount available to make payments on the notes will be reduced to the extent of such losses. The credit enhancement for the notes will include: | ||
· | the reserve account, | ||
· | overcollateralization, | ||
· | the yield supplement overcollateralization amount, and | ||
· | excess interest. | ||
If the credit enhancement is not sufficient to cover all amounts payable on the notes, notes having a later final scheduled payment date generally will bear a greater risk of loss than notes having an |
earlier final scheduled payment date. See “Risk Factors—Because the issuing entity has limited assets, there is only limited protection against potential losses,” “Risk Factors—Payment priorities increase risk of loss or delay in payment to certain notes” and “Payments on the Notes” in this prospectus. | ||
Reserve Account. On each payment date, the issuing entity will use funds in the reserve account to cover shortfalls in payments of the servicing fee, certain capped fees, expenses, indemnification amounts and other payments due to the indenture trustee, the owner trustee and the asset representations reviewer, interest due on the notes and the first priority principal distribution amount. | ||
The sale and servicing agreement sets forth the specified reserve account balance, which is the amount that is required to be on deposit in the reserve account. On the closing date, the issuing entity will cause to be deposited $3,205,129.83 into the reserve account, which is 0.25% of the initial adjusted pool balance. On each payment date, after making certain required payments to the servicer, the trustees, the asset representations reviewer and to the holders of the notes, the issuing entity will make a deposit into the reserve account to the extent necessary to maintain the amount on deposit in the reserve account at the specified reserve account balance. | ||
On each payment date, after all required distributions have been made, the amount on deposit in the reserve account in excess of the specified reserve account balance will be released to the certificateholders. | ||
For more detailed information about the reserve account, we refer you to “Credit Enhancement—Reserve Account” in this prospectus. | ||
Overcollateralization. Overcollateralization represents the amount by which the adjusted pool balance exceeds the aggregate principal amount of the notes. Overcollateralization will be available to absorb losses on the receivables that are not otherwise covered by excess interest on or in respect of the receivables, if any. It is expected that the initial amount of overcollateralization will be $32,051,931.55, which is approximately 2.50% of the initial adjusted pool balance. Clause sixth in the “Priority of Distributions” above results in the application of all remaining funds, including any excess interest, to maintain overcollateralization at the target overcollateralization amount. | ||
For more detailed information about overcollateralization, we refer you to “Credit Enhancement—Overcollateralization” in this prospectus. | ||
Excess Interest. More interest is expected to be paid by the obligors in respect of the receivables than is necessary to pay the related servicing fee, annual fees due to the indenture trustee, the owner trustee and the asset representations reviewer, and interest on the notes for each collection period. Any such excess in interest payments from obligors will serve as additional credit enhancement. |
Yield Supplement Overcollateralization Amount. The yield supplement overcollateralization amount is intended to compensate (through overcollateralization) for the low APRs on some of the receivables. As of the closing date and any payment date, the yield supplement overcollateralization amount is the aggregate amount by which (i) the principal balance, as of the cutoff date or the last day of the related collection period, as applicable, of each receivable (other than liquidated receivables) with an APR less than the “required rate”, exceeds (ii) the present value, calculated using a discount rate equal to the required rate, of the sum of the scheduled payments due on each such receivable, assuming each such scheduled payment is made on the last day of each month and each month has 30 days. As used herein, the term “required rate” means 5.65%. As of the closing date, this amount will equal $68,064,199.85, which is approximately 5.04% of the aggregate principal balance of the receivables as of the cutoff date. For more detailed information about the yield supplement overcollateralization amount, we refer you to “Credit Enhancement—Yield Supplement Overcollateralization Amount” in this prospectus. | ||
Advances | The servicer will be obligated to advance amounts to the issuing entity for shortfalls in scheduled payments of interest on the receivables received from obligors, except to the extent that such shortfall results from application of the Servicemembers Civil Relief Act or the servicer has determined that such advance would constitute a non-recoverable advance. To the extent the servicer determines that any such advance has become non-recoverable, the servicer will be reimbursed for such non-recoverable amount on the related payment date at the same level of payment priority as the servicing fee due on such payment date and prior to all other distributions to be made on such payment date. The servicer also will be entitled to reimbursement of advances made with respect to a receivable from any payments subsequently received on such receivable. | |
Servicer Compensation | As compensation for its roles as servicer and administrator, BMW FS will be entitled to receive a servicing fee for each collection period in an amount equal to the product of 1/12 and 1.00% of the aggregate outstanding principal balance of the receivables as of the first day of such collection period; provided that in the case of the first payment date, the servicing fee will be an amount equal to the sum of (a) the product of 1/12 and 1.00% of the aggregate outstanding principal balance of the receivables as of the cutoff date and (b) the product of 1/12 and 1.00% of the aggregate outstanding principal balance of the receivables as of the close of business on August 31, 2019. In addition, as additional servicing compensation, the servicer will be entitled to retain any late fees, prepayment charges, deferment fees and any other administrative fees or similar charges received with respect to any receivable. The servicing fee and the reimbursement of non-recoverable advances will be payable on each payment date from available amounts prior to any other distributions. |
For more detailed information about additional servicing compensation, we refer you to “Description of the Transfer and Servicing Agreements—Servicing Compensation” in this prospectus. | ||
Trustee Fees and Expenses | Each trustee will be entitled to a fee in connection with the performance of its respective duties under the applicable transaction documents. The issuing entity will pay (i) the indenture trustee an annual fee equal to $2,500, and (ii) the owner trustee an annual fee equal to $2,500. Each trustee will also be entitled to reimbursement or payment by the issuing entity for all costs, expenses and indemnification amounts incurred by it in connection with the performance of its respective duties under the applicable transaction documents. | |
Asset Representations Reviewer Fees and Expenses | The asset representations reviewer will be entitled to a fee in connection with the performance of its duties under the asset representations review agreement. The issuing entity will pay the asset representations reviewer an annual fee equal to $5,000 and, in the event an asset representations review occurs, the asset representations reviewer will be entitled to a fee of $175 for each receivable reviewed by it, as described under “Asset Representations Reviewer” in this prospectus. The asset representations reviewer will also be entitled to reimbursement or payment by the issuing entity for all costs, expenses and indemnification amounts incurred by it in connection with the performance of its duties under the asset representations review agreement. | |
CUSIP Numbers | Class A-1 Notes: 05588CAA0 Class A-2 Notes: 05588CAB8 Class A-3 Notes: 05588CAC6 Class A-4 Notes: 05588CAD4 | |
FDIC Rule | The transaction contemplated by this prospectus is intended to comply with the Federal Deposit Insurance Corporation’s rule, which we refer to as the “FDIC Rule”, on treatment of financial assets transferred in connection with a securitization or participation, and to come within the safe harbor for securitization transactions that are not treated as sales for accounting purposes. Although we intend the transaction to comply in all material respects with this FDIC Rule, the application of the rule to the transaction is subject to several ambiguities and untested interpretive issues, particularly in the case of a transaction with multiple originators, and there can be no guarantee that the Federal Deposit Insurance Corporation will agree that the transaction satisfies all of the requirements to qualify for such safe harbor despite our intention to comply. One of the requirements of the FDIC Rule is that the agreements for the related transaction require the retention of an economic interest in the credit risk of the securitized assets in accordance with Regulation RR of the Securities Exchange Act of 1934, as amended. BMW FS and BMW Bank intend to take the position that, solely for purposes of the FDIC Rule, BMW Bank (and not BMW FS) is the “sponsor” with respect to the receivables transferred by BMW Bank |
to the depositor on the closing date, and that the applicable disclosure and reporting covenants in the FDIC Rule apply to BMW Bank. BMW FS, as the sponsor under Regulation RR, intends to satisfy its obligation to retain credit risk by causing the depositor and BMW Bank, its wholly-owned subsidiaries, to retain the certificates, which they believe will satisfy the requirement of the FDIC Rule. BMW FS believes that, in the event of a repudiation by the Federal Deposit Insurance Corporation of the bank receivables purchase agreement, the damages calculation under the FDIC Rule should be at least equal to a pro rata principal amount of the notes based on the relative principal balance of the receivables that were sold by BMW Bank to all of the receivables held by the issuing entity at the date of repudiation, plus accrued interest on such principal amount at the applicable interest rate on the notes accrued to the date of repudiation. However, this interpretive position is untested and there appears to be no authority for interpreting the application of the FDIC Rule where the institution is not the only seller of receivables in a securitization. If the Federal Deposit Insurance Corporation were successful in asserting that this transaction does not comply with the FDIC Rule, whether because it takes the position that BMW Bank should not be treated as the sponsor for purposes of the FDIC Rule, or for any other reason, you could suffer a loss on your investment. In addition, if the Federal Deposit Insurance Corporation takes a different, less favorable position as to the calculation of damages, you could suffer a loss on your investment. Additionally, if the Federal Deposit Insurance Corporation were to release interpretative guidance contrary to the positions taken by BMW FS and BMW Bank subsequent to the closing date, you could suffer a loss if the market or a rating agency then rating the notes believes the interpretive guidance negatively affects the notes. For more information, see “Risk Factors—FDIC receivership or conservatorship of BMW Bank could result in delays in payments or losses on your notes,” “Description of the Transfer and Servicing Agreements—FDIC Rule Covenant,” “Credit Risk Retention” and “Certain Legal Aspects of the Receivables—FDIC Rule” in this prospectus. | |||
Tax Status | Special tax counsel to the depositor is of the opinion, subject to the assumptions set forth in this prospectus, that although there is no authority with respect to a transaction closely comparable to that contemplated herein: | ||
· | notes sold on the closing date to parties unrelated to the initial holders of the certificates will constitute indebtedness for U.S. federal income tax purposes, and | ||
· | the issuing entity will not constitute an association or a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes. | ||
By accepting a note, each holder or beneficial owner will be deemed to have agreed to treat such note as indebtedness for purposes of U.S. federal and state income tax, franchise tax and any other tax |
measured in whole or in part by income. You should consult your own tax advisor regarding the federal tax consequences of the purchase, ownership and disposition of the notes, and the tax consequences arising under the laws of any state or other taxing jurisdiction. We refer you to “Material U.S. Federal Income Tax Consequences” in this prospectus. | ||
ERISA Considerations | The notes are generally eligible for purchase by employee benefit plans and individual retirement accounts, subject to those considerations discussed under “ERISA Considerations” in this prospectus. We refer you to “ERISA Considerations” in this prospectus. If you are a benefit plan fiduciary considering purchase of the notes you should, among other things, consult with your counsel in determining whether all required conditions have been satisfied. | |
Eligibility for Purchase by Money Market Funds | The Class A-1 Notes have been structured to be “eligible securities” as defined in paragraph (a)(11) of Rule 2a-7 under the Investment Company Act of 1940, as amended. Rule 2a-7 includes additional criteria for investments by money market funds, including requirements relating to portfolio maturity, liquidity and risk diversification. A money market fund should consult its legal advisers regarding the eligibility of the Class A-1 Notes under Rule 2a-7 and whether an investment in the Class A-1 Notes satisfies the fund’s investment policies, ratings requirements and objectives. | |
Ratings | The sponsor has hired two rating agencies and will pay them a fee to assign ratings on the notes. It is a condition to the issuance of the notes that they receive credit ratings from the two rating agencies hired by the sponsor. The sponsor has not hired any other nationally recognized statistical rating organization, or “NRSRO,” to assign ratings on the notes and is not aware that any other NRSRO has assigned or intends to assign ratings on the notes. | |
None of the sponsor, the depositor, the servicer, the administrator, the sellers, the originators, the indenture trustee, the owner trustee, the asset representations reviewer, the underwriters or any of their affiliates will be required to monitor any changes to the ratings on the notes. | ||
Certain Investment Company Act Considerations | In determining that the issuing entity is not required to register as an investment company under the Investment Company Act of 1940, as amended, the issuing entity will be relying on an exemption from the definition of the term “investment company” contained in Rule 3a-7 under the Investment Company Act of 1940, as amended, although additional exemptions or exclusions may be applicable. The issuing entity is being structured so as not to constitute a “covered fund” for purposes of the regulations adopted to implement Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. |
Because the issuing entity has limited assets, there is only limited protection against potential losses. | The only sources of funds for payments on the notes are the assets of the issuing entity and the reserve account. The notes are not obligations of, and will not be insured or guaranteed by, any governmental agency or the depositor, the sponsor, the originators, the sellers, the servicer, any trustee, the asset representations reviewer or any of their affiliates. You must rely solely on payments on the receivables and amounts on deposit in the reserve account for payments on the notes. Although funds in the reserve account will be available to cover shortfalls in payments of interest and certain principal payments on each payment date, the amounts deposited in the reserve account will be limited. If the entire reserve account has been used, the issuing entity will depend solely on current collections on the receivables to make payments on the notes. Any excess amounts released from the reserve account to the certificateholders will no longer be available to noteholders on any later payment date. We refer you to “Credit Enhancement—Reserve Account” in this prospectus. | |
Occurrence of events of default under the indenture may result in insufficient funds to make payments on your notes. | Payment defaults or the insolvency or dissolution of the issuing entity may result in prepayment of the notes if the assets of the issuing entity are liquidated, which may result in losses. Following the occurrence of an event of default, the indenture trustee may (and, at the direction of the holders of at least a majority of the aggregate outstanding principal amount of the notes, shall) declare the entire outstanding principal amount of the notes to be due immediately. If this happens, the indenture trustee may (subject to the terms of the indenture) sell or may be directed by holders of 100% (or, in some cases, 66 2/3%) of the aggregate principal amount of the notes outstanding to sell the assets of the issuing entity and prepay the notes. In the event the indenture trustee sells the assets of the issuing entity under adverse market conditions, proceeds from such sale may not be sufficient to repay all of the notes and you may suffer a loss. | |
You may have difficulty selling your notes or obtaining your desired sales price. | The notes will not be listed on any securities exchange. Therefore, to sell your notes, you must first locate a willing purchaser. The underwriters may or may not make a secondary market for the notes. If they do, they will not be obligated to make offers to buy the notes and may stop making offers at any time. In addition, the prices offered, if any, may not reflect prices that other potential purchasers would be willing to pay, were they to be given the opportunity. Events in the global financial markets, including the failure, acquisition or government seizure of major financial institutions, the establishment of government bailout programs for financial institutions, problems related to subprime mortgages and other financial assets, the de-valuation of various assets in secondary markets, the forced sale of asset-backed and other securities as a result of the de-leveraging of structured investment vehicles, hedge funds, financial institutions and other entities, and the lowering of ratings on certain asset-backed securities, have caused in the past and may cause in the future a significant reduction in liquidity in the secondary market for some forms of asset-backed securities. Any period of illiquidity may continue, or even worsen, and may adversely affect the market |
value of your notes and your ability to locate a willing purchaser. In these circumstances, the market value of the notes is likely to fluctuate. Such fluctuations may be significant and could result in significant losses to you. None of the issuing entity, the depositor, the sponsor, the servicer, the administrator, nor any other party to the transactions described in this prospectus or any of their respective affiliates intends, or is required, to retain a material net economic interest in the securitization constituted by the issuance of the notes in a manner that would satisfy any requirements of Regulation (EU) 2017/2402 (as amended, the “EU Securitization Regulation” and, together with any applicable regulatory technical standards, implementing technical standards and official guidance supplementing the EU Securitization Regulation and any applicable implementation measures in the European Union or the European Economic Area, the “European Securitization Rules”). In addition, no such person undertakes to take any other action, or refrain from taking any action, prescribed or contemplated in, or for purposes of, or in connection with, compliance by any investor with any applicable requirement of, the European Securitization Rules. The arrangements described under “Credit Risk Retention” in this prospectus have not been structured with the objective of ensuring compliance with the requirements of the European Securitization Rules by any person. Consequently, the notes may not be a suitable investment for investors who are subject to the European Securitization Rules. As a result, the price and liquidity of the notes in the secondary market may be adversely affected. Prospective investors or purchasers of the notes are responsible for analyzing their own legal and regulatory position and are advised to consult with their own advisors regarding the suitability of the notes for investment and compliance with the European Securitization Rules. For additional information, you should refer to “Selling Restrictions and European Securitization Rules—European Securitization Rules” in this prospectus. | ||
The notes are subject to risk because payments on the notes are subordinated to certain fees and other payments. | The notes are subject to risk because payments of principal and interest on the notes on each payment date are subordinated to the servicing fee, payment of non-recoverable servicer advances and certain amounts payable to the indenture trustee, the owner trustee and the asset representations reviewer in respect of fees, expenses, indemnification amounts and other payments due to such parties. This subordination could result in reduced or delayed payments of principal and interest on the notes. | |
Payment priorities increase risk of loss or delay in payment to certain notes. | Classes of notes that receive payments, particularly principal payments, before other classes will be repaid sooner than the other classes and payments to these other classes may be delayed if collections and amounts on deposit in the reserve account are inadequate to pay all amounts payable on all classes of notes on any payment date. In addition, because principal of each class of notes generally will be paid sequentially, certain classes of notes will be outstanding longer and therefore will be exposed to the risk of losses during periods after other classes have received most or all amounts |
payable on their notes, and after which credit enhancement may have been applied and not replenished. As a result, the yields of the later maturing classes of notes will be more sensitive to losses on the receivables and the timing of those losses. If the actual rate and amount of losses exceeds historical levels, and if any available credit enhancement is insufficient to cover the resulting shortfalls, the yield to maturity on your notes may be lower than anticipated, and you could suffer a loss. Classes of notes that receive payments of principal earlier than expected are exposed to greater reinvestment risk and classes of notes that receive payments of principal later than expected are exposed to greater risk of loss. In either case, the yields on your notes could be materially and adversely affected. | ||
The geographic concentration of the receivables and performance of the receivables may increase the risk of loss on your investment. | Economic conditions, such as unemployment, interest rates, inflation rates and consumer perceptions of the economy, in the states where obligors reside may affect delinquencies, losses and prepayments on the receivables. If there is a concentration of vehicle registrations in particular states, any adverse economic conditions in those states may affect the prepayment, delinquency, credit loss or repossession experience on the receivables. In addition, adverse economic conditions as a result of a recession, including any decline in home values, may affect payments on the receivables from obligors residing in the affected states. As of the cutoff date, the servicer’s records indicate that the aggregate principal balance of the receivables was concentrated in the following states (based on the garaging addresses of the related obligors): |
State | Percentage of Aggregate Principal Balance as of the Cutoff Date | |||
California | 18.39% | |||
Texas | 11.52% | |||
Florida | 7.88% |
No other state, based on the garaging addresses of the related obligors, accounted for more than 5.00% of the aggregate principal balance of the receivables as of the cutoff date. For a discussion of the breakdown of the receivables by state, we refer you to “The Receivables” in this prospectus. | ||
Certain obligors’ ability to make timely payments on the receivables may be adversely affected by extreme weather conditions or other natural disasters. | Extreme weather conditions or other natural disasters, such as hurricanes and wildfires, could cause substantial business disruptions, economic losses, unemployment and an economic downturn. As a result, the related obligors’ ability to make timely payments could be adversely affected which could, in turn, adversely affect the issuing entity’s ability to make payments on the notes. | |
The return on your notes could be reduced by shortfalls due to the Servicemembers Civil Relief Act. | The Servicemembers Civil Relief Act, as amended, and similar laws of many states may provide relief to obligors who enter active military service and to obligors in reserve status who are called to active duty |
after the origination of their receivables. U.S. military operations and rising tensions in other regions may continue to involve military operations that will increase the number of citizens who have been called or will be called to active duty. The Servicemembers Civil Relief Act provides, generally, that an obligor who is covered by the Servicemembers Civil Relief Act may not be charged interest on the related receivable in excess of 6% per annum during the period of the obligor’s active duty. Any shortfalls are not required to be paid by the obligor at any future time. The servicer is not required to advance these shortfalls as delinquent payments, and such shortfalls are not specifically covered by any form of credit enhancement on the notes. In the event that there are not sufficient available amounts to off-set interest shortfalls on the receivables due to the application of the Servicemembers Civil Relief Act or similar legislation or regulations, a shortfall will occur in the noteholders’ interest payments. Such shortfalls will be required to be paid in subsequent periods, to the extent of available amounts, before payments of principal are made on the notes and may result in extending the anticipated maturity of your class of notes or possibly result in a loss in the absence of sufficient credit enhancement. In addition, pursuant to the laws of many states, under certain circumstances, residents called into active duty with the reserves can apply to a court to delay payments on retail installment sale contracts, including the receivables. The Servicemembers Civil Relief Act also provides, generally, that the servicer may not terminate a receivable for breach of the related contract, including nonpayment. The Servicemembers Civil Relief Act also limits the ability of the servicer to repossess the financed vehicle securing a defaulted receivable during the related obligor’s period of active duty and, under certain circumstances, during an additional specified period thereafter, and, in some cases, may require the servicer to extend the maturity of the receivable, lower the monthly payments and readjust the payment schedule for a period of time after the completion of the obligor’s military service. As a result, there may be delays in payment and increased losses on the receivables. Those delays and increased losses will be borne primarily by the certificates, but if such losses are greater than anticipated, you may suffer a loss. The servicer is not required to advance any shortfall due to the application of the Servicemembers Civil Relief Act. We do not know how many receivables have been or may be affected by the application of the Servicemembers Civil Relief Act. | ||
The timing of principal payments is uncertain, and prepayments or repurchases of receivables, and the servicer’s optional purchase of the receivables, may cause prepayments on the notes, resulting in reinvestment risk to you. | The amount of distributions of principal on the notes and the time when you receive those distributions depend on the rate of payments and losses relating to the receivables, which cannot be predicted with certainty. Those principal payments may be regularly scheduled payments or unscheduled payments like those resulting from prepayments or liquidations of defaulted receivables. Additionally, the servicer may be required to make payments relating to the receivables under some circumstances, and will have the right to purchase all assets of the issuing entity pursuant to an optional redemption of the notes. Each of these payments will have the effect of shortening the average lives of the notes. You will bear any reinvestment risks |
resulting from a faster or slower rate of payments of the receivables. Prepayments on the receivables will shorten the lives of the notes to an extent that cannot be predicted. Prepayments may occur for a number of reasons. Some prepayments may be caused by the obligors under the receivables. For example, obligors may: | |||
· | make early payments, since receivables will generally be prepayable at any time without penalty, | ||
· | default, resulting in the repossession and sale of the financed vehicle, | ||
· | damage the vehicle or become unable to make payments due to death or disability, resulting in payments to the servicer under any existing physical damage, credit life or other insurance, or | ||
· | sell their vehicles or be delinquent or default on their receivables as a result of a manufacturer defect. | ||
Some prepayments may be caused by the sellers or the servicer. For example, the sellers will make representations and warranties regarding the receivables, and the servicer will agree to take or refrain from taking certain actions with respect to the receivables. If a seller breaches a representation or warranty with respect to a receivable, or the servicer breaches certain of its covenants with respect to the servicing of the receivables, and the breach is material and cannot be remedied, the applicable seller or the servicer, respectively, may be required to purchase the affected receivables from the issuing entity. This will result in the prepayment of the purchased receivables. | |||
In addition, the servicer has the option to purchase all remaining receivables from the issuing entity when the aggregate outstanding principal balance of the receivables is 5% or less of the aggregate outstanding principal balance of the receivables as of the cutoff date. BMW Bank will also have the option to repurchase from the depositor, from time to time, any of the receivables sold by it to the depositor under the bank receivables purchase agreement; provided, that the aggregate outstanding principal balance of all such receivables repurchased and to be repurchased does not exceed 2.0% of the aggregate outstanding principal balance of all of the receivables sold to the depositor under the bank receivables purchase agreement, in each case measured as of the cutoff date. If exercised, these optional purchase rights could reduce the average lives of the notes. | |||
Further, the receivables may be prepaid, in full or in part, voluntarily or as a result of defaults, theft of or damage to the related financed vehicles or for other reasons. The rate of prepayments on the receivables may be influenced by a variety of economic, social and other factors in addition to those described above. For these reasons, the servicer cannot predict the actual prepayment rates for the receivables. You will bear any reinvestment risks resulting from prepayments on the receivables and the corresponding acceleration of payments on the notes. The final payment of each class of notes is expected to occur prior to its final scheduled payment date because of the prepayment and purchase considerations described above. If sufficient funds are not |
available to pay any class of notes in full on its final scheduled payment date, an event of default will occur and final payment of that class of notes may occur later than that date. | ||
Withdrawal or downgrade of the initial ratings of the notes, or the issuance of unsolicited ratings on the notes, will affect the prices for the notes upon resale. | A credit rating is not a recommendation to buy, sell or hold securities and does not address market value or investor suitability. The ratings of the notes address the likelihood of the payment of principal and interest on the notes pursuant to their terms and will be based primarily upon the value of the receivables and the reserve account. Similar ratings on different types of securities do not necessarily mean the same thing. A rating agency may change its rating of the notes after the notes are issued if that rating agency believes that circumstances have changed. In the event that a rating with respect to the notes is qualified, reduced or withdrawn, no person or entity will be obligated to provide any additional credit enhancement with respect to the notes. Any subsequent change in a rating will likely affect the price that a subsequent purchaser would be willing to pay for the notes and your ability to resell your notes. The sponsor has hired two rating agencies and will pay them a fee to assign ratings on the notes. The sponsor has not hired any other nationally recognized statistical rating organization, or “NRSRO,” to assign ratings on the notes and is not aware that any other NRSRO has assigned or intends to assign ratings on the notes. However, under the Securities and Exchange Commission rules, information provided to a hired rating agency for the purpose of assigning or monitoring the ratings on the notes is required to be made available to each qualified NRSRO in order to make it possible for each such non-hired NRSRO to assign unsolicited ratings on the notes. An unsolicited rating could be assigned at any time, including prior to the closing date, and none of the depositor, the sponsor, the underwriters or any of their affiliates will have any obligation to inform you of any unsolicited ratings assigned after the date of this prospectus. NRSROs, including the hired rating agencies, have different methodologies, criteria, models and requirements. If any non-hired NRSRO assigns an unsolicited rating on the notes, there can be no assurance that such rating will not be lower than the ratings provided by the hired rating agencies, which could adversely affect the market value of your notes and/or limit your ability to resell your notes. Investors in the notes should consult with their legal counsel regarding the effect of the issuance of a rating by a non-hired NRSRO that is lower than the ratings assigned to the notes by the hired NRSROs. In addition, if the sponsor fails to make available to the non-hired NRSROs any information provided to any hired rating agency for the purpose of assigning or monitoring the ratings on the notes, a hired rating agency could withdraw its ratings on the notes, which could adversely affect the market value of your notes and/or limit your ability to resell your notes. None of the sponsor, depositor, servicer, administrator, indenture trustee, owner trustee, asset representations reviewer, the underwriters or any of their affiliates will be required to monitor any changes to the ratings on the notes. Potential investors in the notes are urged to make their own evaluation of the creditworthiness of the receivables and the credit enhancement on the notes, and not to rely solely on the ratings on the notes. |
Additionally, we note that it may be perceived that a rating agency has a conflict of interest where, as is the industry standard and the case with the ratings of the notes, the sponsor or the issuing entity pays the fee charged by such rating agency for its rating services. | ||
The notes are not suitable investments for all investors. | The notes are not a suitable investment for any investor that requires a regular or predictable schedule of payments or payment on specific dates. The notes are complex investments that should be considered only by sophisticated investors. We suggest that only investors who, either alone or with their financial, tax and legal advisors, have the expertise to analyze the prepayment, reinvestment and default risks, the tax consequences of an investment and the interaction of these factors should consider investing in the notes. | |
Economic developments may adversely affect the performance and market value of your notes. | The United States has experienced and may in the future experience an economic downturn that may adversely affect the performance of the receivables. In the event of a severe economic downturn, particularly one that worsens or continues for an extended period of time, delinquencies and losses on the receivables could increase, which could result in losses on your notes. Any such economic downturn may result in high unemployment, low home values and lack of available credit. These and other factors, including high energy prices, may lead to decreased consumer demand for automobiles and declining market values of the automobiles securing the receivables, which may weaken collateral coverage and increase the amount of a loss in the event of obligor defaults. Significant increases in the inventory of used automobiles during periods of economic recession may also depress the prices at which repossessed automobiles may be sold or delay the timing of these sales. See “Delinquencies, Repossessions and Loss Information” and “Static Pools” in this prospectus for delinquency and loss information regarding automobile retail installment sale contracts that were included in recent securitizations sponsored by BMW FS. Events in the global financial markets, including downgrades of sovereign debt, devaluation of currencies by foreign governments and slowing economic growth may cause a significant reduction in liquidity in the secondary market for asset-backed securities, which could adversely affect the market value of the notes and limit the ability of an investor to sell its notes. On June 23, 2016, the United Kingdom voted in a referendum to discontinue its membership in the European Union. The exit of the United Kingdom (“UK”) or any other country out of the European Union or the abandonment by any country of the euro may have a destabilizing effect on the UK and the European Union and on its member states and their economies and may have a negative effect on the global economy as a whole. No prediction or assurance can be made as to the effect of economic developments on the rate of delinquencies, prepayments and/or losses on the receivables or the market value of your notes. |
Federal financial regulatory reform could have a significant impact on the servicer, the sponsor, the depositor or the issuing entity and could adversely affect the timing and amount of payments on your notes. | On July 21, 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the “Dodd Frank Act”, became law. Although the Dodd-Frank Act generally took effect on July 22, 2010, some provisions are still not effective and many provisions require implementing regulations to be issued. The Dodd-Frank Act is extensive and significant legislation that, among other things: | ||
· | gives the Federal Deposit Insurance Corporation authority to act as receiver of bank holding companies, financial companies and their respective subsidiaries in specific situations under the Orderly Liquidation Authority, or the “OLA”, as described in more detail under “Certain Legal Aspects of the Receivables—Dodd Frank Orderly Liquidation Framework”; | ||
· | created a new framework for the regulation of over-the-counter derivatives activities; | ||
· | strengthened the regulatory oversight of securities and capital markets activities by the Securities and Exchange Commission; and | ||
· | created the Consumer Financial Protection Bureau, which is responsible for administering and enforcing the laws and regulations for consumer financial products and services. | ||
The Dodd-Frank Act affects the offering, marketing and regulation of consumer financial products and services offered by financial institutions, which includes BMW Bank and may include BMW FS. The Consumer Financial Protection Bureau has supervision, examination and enforcement authority over the consumer financial products and services of certain non-depository institutions and large insured depository institutions, including the ability to define and regulate unfair and deceptive practices. This may result in increased cost of operations due to greater regulatory oversight, supervision and examination and limitations on BMW FS’ and BMW Bank’s ability to expand product and service offerings due to stricter consumer protection laws and regulations. For additional information, you should refer to “Certain Legal Aspects of the Receivables—Consumer Protection Laws.” The Dodd-Frank Act also increases the regulation of the securitization markets. For example, it requires securitizers or originators to retain an economic interest in a portion of the credit risk for any asset that they securitize or originate. It gives broader powers to the Securities and Exchange Commission to regulate credit rating agencies and adopt regulations governing these organizations and their activities. Compliance with the implementing regulations under the Dodd-Frank Act or the oversight of the Securities and Exchange Commission or other government entities, as applicable, may impose costs on, create operational constraints for, or place limits on pricing with respect to, financial institutions such as BMW Bank and finance companies such as BMW FS. Many provisions of the Dodd-Frank Act have been or will be implemented through rulemaking by the appropriate federal regulatory agencies. As such, in many respects, the ultimate impact of the Dodd-Frank Act and its effects on the financial markets and their participants will not be fully known for an extended period of time. In |
particular, no assurance can be given that these new requirements imposed, or to be imposed after implementing regulations are issued, by the Dodd-Frank Act will not have a significant impact on the servicing of the receivables, and on the regulation and supervision of BMW FS, BMW Bank, the servicer, the sponsor, the originators, the depositor, the issuing entity or their respective affiliates. On February 21, 2018, the Department of the Treasury proposed a number of changes to the bankruptcy process for financial companies and reform of the FDIC’s OLA authority. It is uncertain whether these proposals or other amendments to OLA will be enacted by statute or regulation, and what effect they would have on BMW FS, the depositor, the issuing entity or any of their respective creditors. In addition, no assurances can be given that the framework for the liquidation of “covered financial companies” or their “covered subsidiaries” would not apply to BMW FS or its affiliates, including the issuing entity and the depositor, or, if it were to apply, would not result in a repudiation of any of the transaction documents where further performance is required or an automatic stay or similar power preventing the indenture trustee or other transaction parties from exercising their rights. Application of this framework could materially adversely affect the timing and amount of payments of principal and interest on your notes. | ||
You may suffer losses due to receivables with low APRs. | The receivables include receivables that have APRs that are less than the interest rates on your notes. Interest paid on the higher APR receivables compensates for the lower APR receivables to the extent such interest is paid by the issuing entity as principal on your notes and additional overcollateralization is created. Excessive prepayments on the higher APR receivables may adversely impact your notes by reducing the interest payments available. | |
The yield supplement overcollateralization amount takes into account the mix of receivables by APR but there is no assurance that the yield supplement overcollateralization amount will be sufficient to pay all notes in full. | ||
Interests of other persons in the receivables and financed vehicles could be superior to the issuing entity’s interest, which may result in delayed or reduced payments on your notes. | Another person could acquire an interest in a receivable that is superior to the issuing entity’s interest in that receivable because the receivables will not be segregated or marked as belonging to the issuing entity. The depositor will cause financing statements to be filed with the appropriate governmental authorities to perfect the issuing entity’s interest in the receivables. However, the servicer, as custodian, will continue to hold (or, with respect to any receivables that are electronic chattel paper, maintain control of) the receivables. If another party purchases (including the taking of a security interest in) one or more receivables for new value in the ordinary course of business and obtains possession or control of those receivables without knowledge that its purchase violates the rights of the issuing entity because of the failure to segregate or mark those receivables or, in the case of receivables evidenced by an electronic contract, the failure to maintain control of those receivables, the new purchaser, or secured party, will acquire an interest in those receivables superior to the interest of the issuing entity. |
Another person could acquire an interest in a vehicle financed by a receivable that is superior to the issuing entity’s interest in the vehicle because of the failure to identify the issuing entity as the secured party on the related certificate of title. While each seller will assign its security interest in the financed vehicles to the depositor, and the depositor will assign to the issuing entity its security interest in the financed vehicles, the servicer will continue to hold the certificates of title as custodian of title or ownership for the vehicles. However, for administrative reasons, the servicer will not endorse or otherwise amend the certificates of title or ownership to identify the issuing entity as the new secured party. Because the issuing entity will not be identified as the secured party on any certificates of title or ownership, the security interest of the issuing entity in the vehicles may be defeated through fraud, forgery, negligence or error and as a result the issuing entity may not have a perfected security interest in the financed vehicles in every state. The possibility that the issuing entity may not have a perfected security interest in the financed vehicles may affect the issuing entity’s ability to repossess and sell the financed vehicles or may limit the amount realized to less than the amount due by the related obligors. Therefore, you may be subject to delays in payment and may incur losses on your investment in the notes. We refer you to “Certain Legal Aspects of the Receivables—Security Interests in Financed Vehicles” in this prospectus. | ||
Receivables that fail to comply with consumer protection laws may be unenforceable, which may result in losses on your investment. | Many federal and state consumer protection laws regulate consumer contracts, including the receivables. Also, some of these laws may provide that the assignee of a consumer contract (such as the issuing entity) is liable to the related obligor for any failure of the contract to comply with these laws. If any of the receivables does not comply with one or more of these laws, the servicer may be prevented from or delayed in collecting amounts due on such receivables, and the issuing entity, as assignee of the related originator, could be held liable for any applicable penalties or damages. If that happens, payments on the notes could be delayed or reduced. Although the Military Lending Act, by its terms, would not apply to any credit transaction that is expressly intended to finance the purchase of a motor vehicle when the credit is secured by the vehicle being purchased, the Department of Defense issued an interpretive rule on December 11, 2017 indicating that retail installment contracts made on or after October 3, 2016 to active-duty service members (including those on active guard or reserve duty) and their dependents, and which contracts include one or more credit-related ancillary products, such as guaranteed asset protection (GAP), credit life, and similar credit products, need to comply with the requirements of the Military Lending Act. Regulations implementing the Military Lending Act place a limit on the total interest rate that may be charged, adjust arbitration rules and require additional disclosures, in each case in respect of the related contract. Contracts that contain provisions that are otherwise prohibited by the Military Lending Act are void from the inception of the contract. As a result of certain restrictions imposed by the Military Lending Act, BMW FS and BMW Bank are unable to determine, and there can be no assurance as to whether, or to what extent, the receivables sold to the issuing entity on the closing date are affected by the Military Lending Act. Financial services industry |
groups are continuing to seek further clarification on the interpretation of the Military Lending Act. However, if the recent interpretations are ultimately unchanged, it could result in repurchase or indemnification obligations on behalf of BMW FS or BMW Bank or impact the cashflows available to the issuing entity. Each of BMW FS and BMW Bank will make certain representations and warranties relating to the receivables, including with respect to the compliance by each such receivable in all material respects at the time it was originated with all requirements of applicable laws. If BMW FS or BMW Bank breaches these representations or warranties, and if the breach materially and adversely affects the interests of the issuing entity, the indenture trustee, the owner trustee, the certificateholders or the noteholders in such receivable and such breach has not been timely cured, then the issuing entity’s sole remedy (other than the indemnification available to the issuing entity as described below, and the remedies available to the issuing entity described under “Description of the Notes—Dispute Resolution for Repurchase Request”) will be to require such entity to repurchase the affected receivables. Each of BMW FS and BMW Bank will also indemnify the issuing entity for any failure of a receivable to have been originated in compliance with all applicable requirements of law. Any failure by BMW FS or BMW Bank to repurchase the affected receivables, or to indemnify the issuing entity, as applicable, could result in delays or reductions in payments on your notes. We refer you to “Certain Legal Aspects of the Receivables—Consumer Protection Laws” in this prospectus. | ||
If the servicer does not maintain control of the receivables evidenced by electronic contracts, the issuing entity may not have a perfected security interest in those receivables. | As described in “The Sponsor, Originator, Seller, Administrator and Servicer—Electronic Contracts and Electronic Contracting” in this prospectus, receivables may be originated electronically by BMW FS and BMW Bank and stored by BMW FS, as servicer, in its electronic vault. BMW FS’ electronic vaulting system recognizes BMW FS as the party having control of the receivables originated electronically by BMW FS and BMW Bank, and BMW FS, as servicer, will maintain control of those receivables on behalf of BMW FS, BMW Bank and their respective assigns. BMW FS’ electronic vaulting system is designed to enable each of BMW FS and BMW Bank to perfect its security interest in the receivables evidenced by electronic contracts by satisfying the Uniform Commercial Code’s requirements for “control” of electronic chattel paper. For a description of these requirements, see “Description of the Transfer and Servicing Agreements—Maintenance and Safekeeping of the Receivables” in this prospectus. BMW FS, BMW Bank and the depositor will represent that BMW FS, as servicer, has “control” (within the meaning of the applicable UCC) in each receivable that is evidenced by electronic contracts. However, it is possible that another person could acquire an interest in an electronic contract that is superior to BMW FS’ or BMW Bank’s interest (and accordingly the issuing entity’s interest). This could occur if BMW FS ceases to have “control” over an electronic contract and another party purchases that electronic contract (without knowledge that such purchase violates BMW FS’, BMW Bank’s or their respective assigns’ rights, as applicable, in the electronic contract) and obtains “control” over the electronic contract. BMW FS also could lose control over an electronic contract if through fraud, forgery, negligence or error, or as a result of a computer virus or a failure of or |
weakness in its electronic vaulting system, a person other than BMW FS were able to modify or duplicate the authoritative copy of the contract. Although each of BMW FS and BMW Bank will perfect its assignment of its security interest in the electronic contracts to the issuing entity by filing financing statements, if the interests in the receivables that BMW FS or BMW Bank acquired from the originating dealer were not perfected by control, the priority of the issuing entity’s security interest in the receivables could be affected. The issuing entity’s interest in the receivables could be junior to another party with a perfected security interest in the inventory of the originating dealer or to judgment creditors who obtain a lien on the receivables or to a bankruptcy trustee of a dealer that becomes a debtor in bankruptcy. There can be no assurances that any third party software employed by BMW FS in its electronic vaulting system will perform as represented to BMW FS and BMW Bank in maintaining the systems and controls required to provide assurance that BMW FS maintains control over an electronic contract. In that event, there may be delays in obtaining copies of the electronic contract or confirming ownership and control of the electronic contract. From time to time, the receivables evidenced by electronic contracts may be amended, including, without limitation, by extensions of the maturity date. An amendment may be evidenced in the form of a new amended electronic contract or as a tangible amendment to an existing electronic contract. To the extent any of those amendments is evidenced in tangible form, BMW FS, as servicer, will agree to maintain the perfected security interest in the receivables (consisting of the electronic contract and tangible amendment) by possession of the tangible amendment and control of the electronic contract. However, the law governing the perfection of security interests in electronic contracts by control is relatively recent. As a result, there is a risk that the systems employed by BMW FS to maintain control of the electronic contracts may be insufficient under applicable law to give BMW FS and BMW Bank (and accordingly, the issuing entity) a perfected security interest in the receivables evidenced by electronic contracts. As a result of the foregoing, BMW FS or BMW Bank (and accordingly, the issuing entity) may not have a perfected security interest in certain receivables or its interest, although perfected, could be junior to that of another party. Either circumstance could affect BMW FS’ ability on behalf of the issuing entity to repossess and sell the underlying financed vehicles. Therefore, you may be subject to delays in payment on your notes and you may incur losses on your investment in the notes. | ||
The bankruptcy of BMW FS (servicer) or BMW FS Securities (depositor) could result in losses or delays in payments on your notes. | Following a bankruptcy or insolvency of the servicer or the depositor, a court could conclude that the receivables are owned by the servicer or the depositor, instead of the issuing entity. This conclusion could be either because the transfer of the receivables from the depositor to the issuing entity was not a “true sale” or because the court concluded that the depositor or the issuing entity should be consolidated with the servicer or the depositor for bankruptcy purposes. If this were to occur, you could experience delays in payments due to you, or you may not |
ultimately receive all amounts due to you as a result of: | |||
· | the “automatic stay,” which prevents a secured creditor from exercising remedies against a debtor in bankruptcy without permission from the court, and provisions of the United States bankruptcy code that permit substitution for collateral in limited circumstances, | ||
· | tax or government liens on the servicer’s or the depositor’s property (that arose prior to the transfer of the receivables to the issuing entity) having a prior claim on collections before the collections are used to make payments on the notes, and | ||
· | the issuing entity or the indenture trustee not having a perfected security interest in the receivables or any cash collections of the receivables held by the servicer at the time that a bankruptcy proceeding begins. | ||
The depositor will take steps in structuring each transaction described in this prospectus to minimize the risk that a court would consolidate the depositor with BMW FS for bankruptcy purposes or conclude that the transfer of the receivables was not a “true sale.” We refer you to “Certain Legal Aspects of the Receivables—Certain Matters Relating to Insolvency” in this prospectus. | |||
FDIC receivership or conservatorship of BMW Bank could result in delays in payments or losses on your notes. | BMW Bank is a Utah corporation and its deposits are insured by the Federal Deposit Insurance Corporation, or the “FDIC.” If BMW Bank were to become insolvent, were to be in an unsafe or unsound condition, or were to violate applicable laws or regulations in a manner that is likely to cause BMW Bank to become insolvent, or if other similar circumstances were to occur, the FDIC could be appointed receiver or conservator of BMW Bank. As receiver or conservator, the FDIC would have various powers under the Federal Deposit Insurance Act, including the repudiation and automatic stay powers described under “Certain Legal Aspects of the Receivables—Certain Matters Relating to Insolvency” in this prospectus. We will structure the transfer of receivables under the bank receivables purchase agreement between BMW Bank and the depositor with the intent that it will be characterized as a legal true sale and not as a grant of a security interest to secure a debt. While the FDIC might challenge this transfer because the receivables remain on the balance sheet of BMW Bank, if the transfers are so characterized, then the FDIC likely would not be able to recover the transferred receivables using its repudiation powers, but to our knowledge this issue has not been tested since the FDIC issued the FDIC Rule. However, if the FDIC were to assert that the transfer of receivables under the bank receivables purchase agreement was not a legal true sale, then the depositor would be treated as having made a loan to BMW Bank, secured by the transferred receivables. The FDIC, as receiver, generally has the power to repudiate secured loans and then recover the collateral after paying an amount limited to “actual direct compensatory damages” as discussed under “Certain Legal Aspects of the Receivables— Certain Matters Relating to Insolvency” in this prospectus. |
If the FDIC were appointed as conservator or receiver for BMW Bank, the FDIC could: | |||
· | require the issuing entity, as assignee of the depositor, to go through an administrative claims procedure to establish its rights to payments collected on the receivables; or | ||
· | request a stay of proceedings to liquidate claims or otherwise enforce contractual and legal remedies against BMW Bank; or | ||
· | invoke the automatic stay to prevent the indenture trustee and other transaction parties from exercising their rights, remedies and interests for up to 90 days. | ||
If the FDIC, as conservator or receiver for BMW Bank, were to take any of the actions described above, payments and/or distributions of principal and interest on the notes issued by the issuing entity could be delayed or reduced. See “Certain Legal Aspects of the Receivables—Certain Matters Relating to Insolvency” in this prospectus. To limit the adverse consequences of the FDIC’s potential use of these powers, BMW Bank and the depositor will structure each securitization in which BMW Bank sells receivables to the depositor under the bank receivables purchase agreement with the intention of taking advantage of a special regulatory safe harbor that the FDIC has created, entitled “Treatment of financial assets transferred in connection with a securitization or participation.” This FDIC regulatory safe harbor contains separate safe harbors for transfers in securitization transactions based on whether the transfers do or do not qualify for sale accounting treatment. See “Certain Legal Aspects of the Receivables—FDIC Rule” in this prospectus. The FDIC Rule limits the rights of the FDIC, as conservator or receiver, to delay or prevent payments to noteholders in securitization transactions. Although we intend to structure these transactions to comply in all material respects with the FDIC Rule, the application of the FDIC Rule to a transaction may be the subject of ambiguities and untested interpretive issues, particularly in the case of a transaction with multiple originators, and there can be no guarantee that the FDIC will agree that the applicable transaction satisfies all of the requirements to qualify for such safe harbor despite our intention to comply. One of the requirements of the FDIC Rule is that the agreements for the related transaction require the retention of an economic interest in the credit risk of the securitized assets in accordance with Regulation RR of the Securities Exchange Act of 1934, as amended. BMW FS and BMW Bank intend to take the position that, solely for purposes of the FDIC Rule, BMW Bank (and not BMW FS) is the “sponsor” with respect to the receivables transferred by BMW Bank to the depositor on the closing date, and that the applicable disclosure and reporting covenants in the FDIC Rule apply to BMW Bank. BMW FS, as the sponsor under Regulation RR, intends to satisfy its obligation to retain credit risk by causing the depositor and BMW Bank, its wholly-owned subsidiaries, to retain the certificates, which they believe will satisfy this requirement of the FDIC Rule. BMW FS believes that, in the event of a repudiation by the FDIC of the related purchase agreement, the damages calculation under the |
FDIC Rule should be at least equal to a pro rata principal amount of the notes based on the relative principal balance of the receivables that were sold by BMW Bank to all of the receivables held by the issuing entity at the date of repudiation, plus accrued interest on such principal amount at the interest rate on the notes accrued to the date of repudiation. However, this interpretive position is untested and there appears to be no authority for interpreting the application of the FDIC Rule where the institution is not the only seller of receivables in a securitization. If the FDIC were successful in asserting that the related transaction does not comply with the FDIC Rule, whether because it takes the position that BMW Bank should not be treated as the sponsor for purposes of the FDIC Rule, or for any other reason, you could suffer a loss on your investment. In addition, if the FDIC takes a different, less favorable position as to the calculation of damages, you could suffer a loss on your investment. Additionally, if the FDIC were to release interpretative guidance contrary to the positions taken by BMW FS and BMW Bank subsequent to the closing date, you could suffer a loss if the market or a rating agency rating the notes believes the interpretive guidance negatively affects the notes. For a description of the FDIC Rule’s requirements and effects, including the uncertainty regarding its application and interpretation, see “Certain Legal Aspects of the Receivables—FDIC Rule” in this prospectus. If the FDIC were to successfully assert that the applicable transaction does not comply with the FDIC Rule and that the transfer of receivables under the related purchase agreement was not a legal true sale, then the FDIC could repudiate the loan deemed by the FDIC to have been made by the depositor to BMW Bank in the manner described above and discussed under “Certain Legal Aspects of the Receivables—Certain Matters Relating to Insolvency” in this prospectus. | |||
A servicer default may result in additional costs, increased servicing fees by a substitute servicer or a diminution in servicing performance, any of which may have an adverse effect on your notes. | If a servicer default occurs, the indenture trustee (acting at the direction of at least 50% of the noteholders) may remove the servicer without the consent of the owner trustee or the certificateholders. In the event of the removal of the servicer and the appointment of a successor servicer, we cannot predict: | ||
· | the cost of the transfer of servicing to the successor; the ability of the successor to perform the obligations and duties of the servicer under the servicing agreement; or | ||
· | the servicing fees charged by the successor. | ||
Furthermore, the indenture trustee or the noteholders may experience difficulties in appointing a successor servicer and during any transition phase it is possible that normal servicing activities could be disrupted. | |||
Paying the servicer a fee based on a percentage of the aggregate principal balance of the receivables may result in the inability to obtain a successor servicer. | Because the servicer is paid a servicing fee based on a percentage of the aggregate principal balance of the receivables, the fee the servicer receives each month will be reduced as the size of the pool decreases over time. At some point, if the need arises to obtain a successor servicer, the fee that such successor servicer would earn might not be sufficient to induce a potential successor servicer to agree to assume the duties of the servicer with respect to the remaining receivables. If |
there is a delay in obtaining a successor servicer, it is possible that normal servicing activities could be disrupted during this period. | ||
The bankruptcy of the servicer could delay the appointment of a successor servicer or reduce payments on your notes. | In the event of default by the servicer resulting solely from certain events of insolvency or the bankruptcy of the servicer, a court, conservator, receiver or liquidator may have the power to prevent either the indenture trustee or the noteholders from appointing a successor servicer or prevent the servicer from appointing a sub-servicer, as the case may be, and delays in the collection of payments on the receivables may occur. Any delay in the collection of payments on the receivables may delay or reduce payments to noteholders. | |
Proceeds of the liquidation of the receivables may not be sufficient to pay your notes in full. | If so directed by the holders of 100% (or, in certain circumstances, 66 2/3%) of the aggregate outstanding principal amount of the notes following an acceleration of the notes upon an event of default, the indenture trustee will liquidate the receivables owned by the issuing entity only in limited circumstances. However, there is no assurance that the amount received from liquidation will be equal to or greater than the aggregate outstanding principal amount of the notes. Therefore, upon an event of default, there can be no assurance that sufficient funds will be available to repay you in full. This deficiency will be exacerbated where the aggregate outstanding principal amount of the notes exceeds the aggregate outstanding principal balance of the receivables. | |
Failure to pay principal on your notes will not constitute an event of default until maturity. | The amount of principal required to be paid to noteholders will be limited to amounts available for that purpose in the collection account (and the reserve account). Therefore, the failure to pay principal on your notes generally will not result in the occurrence of an event of default until the final scheduled payment date or redemption date for your notes. We refer you to “Description of the Transfer and Servicing Agreements—The Indenture—Events of Default; Rights Upon Event of Default” in this prospectus. | |
Commingling by the servicer may result in delays and reductions in payments on your notes. | So long as BMW FS is the servicer, no servicer default has occurred and is continuing and BMW US Capital, LLC meets certain criteria established by the rating agencies that are rating the notes, the servicer will not have to deposit collections into the collection account until the business day preceding the related payment date. The servicer is generally not required to segregate those funds from its own accounts until the funds are deposited in the collection account before each payment date and may make a single deposit to the collection account on such date if the conditions specified in this prospectus are satisfied. The servicer will pay no fee to the issuing entity or the noteholders for any use by the servicer of such collections or proceeds. If the servicer were to become insolvent, the servicer’s failure to deposit such collections and proceeds in the collection account may result in delays and reductions in payments on the notes and investors may suffer a loss. We refer you to “Description of the Transfer and Servicing Agreements—Collections” in this prospectus. | |
Because the notes are in book-entry form, your rights can only be exercised indirectly. | Because the notes will be issued in book-entry form, you will be required to hold your interest in your notes through The Depository Trust Company in the United States, or Clearstream Banking, société anonyme, or the Euroclear System in Europe. Transfers of interests in the notes within The Depository Trust Company, Clearstream, Luxembourg or Euroclear must be made in accordance with the usual |
rules and operating procedures of those systems. So long as the notes are in book-entry form, you will not be entitled to receive a physical note representing your interest. The notes will remain in book-entry form except in the limited circumstances described in this prospectus under the caption “Description of the Notes—Book-Entry Registration.” Unless and until the notes cease to be held in book-entry form, the indenture trustee will not recognize you as a “noteholder.” As a result, except for certain rights to request an asset representations review, make a receivables repurchase request, participate in certain dispute resolution matters and communicate with other investors, you will only be able to exercise the rights of noteholders indirectly through The Depository Trust Company (if in the United States) and its participating organizations, or Clearstream, Luxembourg and Euroclear (in Europe) and their participating organizations. Holding the notes in book-entry form could also limit your ability to pledge your notes to persons or entities that do not participate in The Depository Trust Company, Clearstream, Luxembourg or Euroclear and to take other actions that require a physical note representing the notes. Interest and principal on the notes will be paid by the issuing entity to The Depository Trust Company as the record holder of the notes while they are held in book-entry form. The Depository Trust Company will credit payments received from the issuing entity to the accounts of its participants which, in turn, will credit those amounts to noteholders either directly or indirectly through indirect participants. This process may delay your receipt of principal and interest payments from the issuing entity. | ||
Failure of obligor to maintain physical damage insurance could result in a loss. | Each receivable requires the obligor to obtain physical damage insurance covering loss or damage to the financed vehicle. Dealers are required to provide BMW FS or BMW Bank with written evidence that physical damage and liability insurance covers the receivable at least in the amount required by the receivable at the time the contract is acquired by BMW FS or BMW Bank. However, there can be no assurance that each financed vehicle will continue to be covered by physical damage insurance for the entire term during which the related receivable is outstanding. BMW FS does not “force place” insurance, and does not monitor the maintenance of required obligor insurance. In the event that this insurance coverage is exhausted and no third-party reimbursement for that damage is available, investors in the notes could incur a loss on their investment. | |
We refer you to “BMW FS’ and BMW Bank’s Financing Programs—Physical Damage and Liability Insurance” in this prospectus. | ||
You may experience reduced returns and delays on your notes resulting from a vehicle recall. | Applicable laws and governmental standards require manufacturers to take actions, from time to time, to remedy defects related to vehicle safety through safety recall campaigns, and BMW FS may be obligated to recall certain financed vehicles if it determines that the vehicles do not comply with a safety standard. Defects in products can also lead to customer dissatisfaction and safety issues if such defects led to product failures or unsafe driving conditions. Obligors on receivables related to financed vehicles affected by a vehicle recall may be more likely to be delinquent in, or default on, payments on their receivables. Significant increases in the inventory of used motor vehicles subject to a recall may also depress the prices at which repossessed motor vehicles may be sold or delay the timing of |
those sales. If the default rate on the receivables increases and the price at which the related financed vehicles may be sold declines, you may experience losses with respect to your notes. If any of these events materially affect collections on the receivables, you may experience delays in payments or losses on your notes. |
· | acquiring, holding and managing a pool of motor vehicle retail installment sale contracts (“Receivables”) for BMW passenger cars, BMW light trucks, BMW motorcycles, MINI passenger cars and, if applicable, Rolls-Royce passenger cars originated by BMW Financial Services NA, LLC (“BMW FS”) and BMW Bank of North America (“BMW Bank”) and the other assets of the Issuing Entity and proceeds from those assets; |
· | issuing the classes of asset-backed notes described in this prospectus (the “Notes”) and one class of asset-backed certificates (the “Certificates”); |
· | making payments on the Notes and the Certificates; and |
· | engaging in other activities that are necessary, suitable or convenient to accomplish the foregoing or are incidental to or connected with those activities. |
Class A-1 Notes | $265,000,000 |
Class A-2 Notes | $443,000,000 |
Class A-3 Notes | $442,000,000 |
Class A-4 Notes | $100,000,000 |
Total | $1,250,000,000 |
Fair Value (in millions) | Fair Value (as a percentage of the aggregate fair value of the Notes and Certificates) | |||
Class A-1 Notes | $265.0 | 19.9% - 20.0% | ||
Class A-2 Notes | $443.0 | 33.3% - 33.4% | ||
Class A-3 Notes | $442.0 | 33.3% | ||
Class A-4 Notes | $100.0 | 7.5% | ||
Certificates | $77.4 - $79.0 | 5.8% - 5.9% | ||
Total | $1,327.4 - $1,329.0 | 100.0% |
· | Level 1 – inputs include quoted prices for identical instruments and are the most observable; |
· | Level 2 – inputs include quoted prices for similar instruments and observable inputs such as interest rates and yield curves; and |
· | Level 3 – inputs include data not observable in the market and reflect management judgment about the assumptions market participants would use in pricing the instrument. |
Class | Interest Rate | |
Class A-1 | 2.29000% - 2.39000% | |
Class A-2 | 2.30% - 2.40% | |
Class A-3 | 2.35% - 2.45% | |
Class A-4 | 2.36% - 2.46% |
· | except as otherwise described in the following bullets, cash flows in respect of the Receivables are calculated using the assumptions described under the heading “Weighted Average Lives of the Notes” in this prospectus; |
· | interest accrues on the Notes at the rates described above; |
· | the Servicer exercises its option to purchase the Receivables on the first Payment Date on which such option becomes available to it and before giving effect to any payment of principal required to be made on that Payment Date; |
· | the Receivables prepay at a rate equal to the 1.40% Prepayment Assumption described under the heading “Weighted Average Lives of the Notes” in this prospectus; |
· | cash flows in respect of the Certificates are discounted at 9%; and |
· | the pool of Receivables experiences a lifetime cumulative net loss rate of 0.90% (as a percentage of the Pool Balance with respect to the Closing Date) and a loss severity rate of 50%, and these losses are incurred based on the following timing curve beginning in the month after the Cutoff Date and distributed equally within each range of months described below: |
Months 1 – 3: | 0% |
Months 4 – 12: | 40% |
Months 13 – 24: | 40% |
Months 25 – 36: | 15% |
Months 37 – 48: | 5% |
· | The prepayment rate assumption was developed considering the composition of the Receivables and the performance of prior pools of receivables securitized by the Sponsor; |
· | The cumulative net loss rate was estimated using assumptions for both the magnitude of lifetime cumulative net losses and the shape of the cumulative net loss curve. The lifetime cumulative net loss assumption and the shape of the cumulative net loss curve were developed considering the composition of the Receivables, the performance of prior pools of receivables securitized by the Sponsor, the performance of receivables in the Sponsor’s managed portfolio, trends in used vehicle values, economic conditions, and the cumulative net loss assumptions of the Rating Agencies. Default and recovery rate estimates are included in the cumulative net loss assumption; and |
· | The discount rate applicable to the cash flows in respect of the Certificates was estimated to reflect the credit exposure to such cash flows and market interest rates. Due to the lack of an actively traded market in residual interests similar to the Certificates, the discount rate was derived using qualitative factors that consider the equity-like component of the Certificates. |
· | the date on which the proceeds of sale of the financed vehicle are applied to the contract balance; and |
· | the month in which the contract reaches its 150th day of delinquency. |
· | the Receivables as of the close of business on the Cutoff Date; |
· | all rights, benefits, obligations and proceeds arising from or in connection with the Receivables, including the right to receive payments collected after the Cutoff Date with respect to the Receivables; |
· | security interests in the financed vehicles securing the Receivables, and any other interest of the Issuing Entity in such financed vehicles; |
· | the related Receivable files, and any other property securing a Receivable; |
· | all rights to insurance proceeds and liquidation proceeds with respect to the Receivables; |
· | certain rights under the Receivables Purchase Agreement and the Bank Receivables Purchase Agreement; and |
· | funds on deposit from time to time in the Collection Account, Reserve Account and the Note Distribution Account, and the proceeds thereof (excluding investment earnings on such accounts to the extent described herein). |
· | that portion of all amounts actually received on or prior to the close of business on the last day of the related Collection Period allocable to principal using the simple interest method; |
· | any Warranty Purchase Payment or Administrative Purchase Payment with respect to the Receivable allocable to principal (to the extent not included in the first bullet above); and |
· | any Prepayments or other payments applied to reduce the unpaid principal balance of the Receivable (to the extent not included in the first bullet above). |
· | has an original term of not more than 72 months, |
· | has a current principal balance of at least $1,500.00, |
· | has an APR within the range of 0.00% to 16.00%, |
· | provides for level monthly payments that fully amortize the amount financed over the original term of the related contract, |
· | is not more than 29 days past due as of the Cutoff Date, |
· | does not have a maturity date later than the last day of the Collection Period immediately preceding the Final Scheduled Payment Date of the Class A-4 Notes, and |
· | does not have any notation in the Servicer’s records indicating the Obligor is the subject of a bankruptcy proceeding. |
Aggregate Principal Balance | $1,350,116,131.40 |
Number of Contracts | 48,130 |
Average Principal Balance Outstanding | $28,051.45 |
Principal Balance (range) | $1,757.59 to $169,463.05 |
Average Original Amount Financed | $36,683.62 |
Original Amount Financed (range) | $3,500.00 to $213,595.16 |
Weighted Average APR(1) | 3.12% |
APR (range) | 0.01% to 15.35% |
Weighted Average Original Term(1) | 63.62 months |
Original Term (range) | 18 months to 72 months |
Weighted Average Remaining Term(1) | 51.14 months |
Remaining Term (range) | 6 months to 71 months |
Weighted Average FICO Score(1) | 784 |
________________________________ | |
(1) Weighted by principal balance as of the Cutoff Date. |
Range of APRs | Number of Receivables | Percentage of Number of Receivables(1) | Aggregate Principal Balance | Percentage of Aggregate Principal Balance(1) | ||||||||||||
0.01% to 0.50% | 37 | 0.08 | % | $ | 1,119,337.03 | 0.08 | % | |||||||||
0.51% to 1.00% | 8,272 | 17.19 | 225,196,321.85 | 16.68 | ||||||||||||
1.01% to 1.50% | 742 | 1.54 | 17,752,040.97 | 1.31 | ||||||||||||
1.51% to 2.00% | 6,113 | 12.70 | 156,382,788.90 | 11.58 | ||||||||||||
2.01% to 2.50% | 4,608 | 9.57 | 114,315,948.29 | 8.47 | ||||||||||||
2.51% to 3.00% | 6,834 | 14.20 | 187,626,334.27 | 13.90 | ||||||||||||
3.01% to 3.50% | 5,616 | 11.67 | 154,303,565.81 | 11.43 | ||||||||||||
3.51% to 4.00% | 7,242 | 15.05 | 227,829,254.85 | 16.87 | ||||||||||||
4.01% to 4.50% | 2,891 | 6.01 | 85,811,558.75 | 6.36 | ||||||||||||
4.51% to 5.00% | 2,362 | 4.91 | 84,974,717.39 | 6.29 | ||||||||||||
5.01% to 5.50% | 848 | 1.76 | 24,984,694.68 | 1.85 | ||||||||||||
5.51% to 6.00% | 783 | 1.63 | 23,008,721.80 | 1.70 | ||||||||||||
6.01% to 6.50% | 466 | 0.97 | 12,313,735.33 | 0.91 | ||||||||||||
6.51% to 7.00% | 504 | 1.05 | 11,871,684.51 | 0.88 | ||||||||||||
7.01% to 7.50% | 162 | 0.34 | 4,509,213.28 | 0.33 | ||||||||||||
7.51% to 8.00% | 189 | 0.39 | 6,337,272.07 | 0.47 | ||||||||||||
8.01% to 8.50% | 114 | 0.24 | 3,182,905.51 | 0.24 | ||||||||||||
8.51% to 9.00% | 82 | 0.17 | 2,157,642.85 | 0.16 | ||||||||||||
9.01% to 9.50% | 49 | 0.10 | 1,338,547.43 | 0.10 | ||||||||||||
9.51% to 10.00% | 86 | 0.18 | 2,199,576.66 | 0.16 | ||||||||||||
10.01% to 10.50% | 38 | 0.08 | 987,257.13 | 0.07 | ||||||||||||
10.51% to 11.00% | 35 | 0.07 | 697,438.98 | 0.05 | ||||||||||||
11.01% to 11.50% | 6 | 0.01 | 128,851.65 | 0.01 | ||||||||||||
11.51% to 12.00% | 14 | 0.03 | 258,667.79 | 0.02 | ||||||||||||
12.01% to 12.50% | 4 | 0.01 | 81,319.98 | 0.01 | ||||||||||||
12.51% to 13.00% | 4 | 0.01 | 37,549.20 | 0.00 | ||||||||||||
13.01% to 13.50% | 6 | 0.01 | 160,076.74 | 0.01 | ||||||||||||
13.51% to 14.00% | 8 | 0.02 | 77,008.00 | 0.01 | ||||||||||||
14.01% to 14.50% | 3 | 0.01 | 105,252.43 | 0.01 | ||||||||||||
14.51% to 15.00% | 8 | 0.02 | 211,831.51 | 0.02 | ||||||||||||
15.01% to 15.50% | 4 | 0.01 | 155,015.76 | 0.01 | ||||||||||||
Totals | 48,130 | 100.00 | % | $ | 1,350,116,131.40 | 100.00 | % |
Geographic Location | Number of Receivables | Percentage of Number of Receivables(2) | Aggregate Principal Balance | Percentage of Aggregate Principal Balance(2) | ||||||||||||
Alabama | 566 | 1.18 | % | $ | 17,849,080.35 | 1.32 | % | |||||||||
Alaska | 51 | 0.11 | 1,576,488.97 | 0.12 | ||||||||||||
Arizona | 837 | 1.74 | 23,173,940.07 | 1.72 | ||||||||||||
Arkansas | 259 | 0.54 | 8,286,532.78 | 0.61 | ||||||||||||
California | 9,741 | 20.24 | 248,302,744.97 | 18.39 | ||||||||||||
Colorado | 1,053 | 2.19 | 30,567,721.41 | 2.26 | ||||||||||||
Connecticut | 968 | 2.01 | 22,913,154.94 | 1.70 | ||||||||||||
Delaware | 196 | 0.41 | 5,449,708.28 | 0.40 | ||||||||||||
Florida | 3,662 | 7.61 | 106,340,797.10 | 7.88 | ||||||||||||
Georgia | 1,767 | 3.67 | 53,769,326.37 | 3.98 | ||||||||||||
Hawaii | 209 | 0.43 | 5,075,758.76 | 0.38 | ||||||||||||
Idaho | 70 | 0.15 | 1,902,863.34 | 0.14 | ||||||||||||
Illinois | 1,972 | 4.10 | 59,727,912.44 | 4.42 | ||||||||||||
Indiana | 448 | 0.93 | 12,986,213.95 | 0.96 | ||||||||||||
Iowa | 139 | 0.29 | 4,418,312.67 | 0.33 | ||||||||||||
Kansas | 205 | 0.43 | 6,416,411.76 | 0.48 | ||||||||||||
Kentucky | 255 | 0.53 | 7,717,063.03 | 0.57 | ||||||||||||
Louisiana | 513 | 1.07 | 16,742,149.18 | 1.24 | ||||||||||||
Maine | 158 | 0.33 | 4,368,722.10 | 0.32 | ||||||||||||
Massachusetts | 1,953 | 4.06 | 52,334,892.54 | 3.88 | ||||||||||||
Michigan | 683 | 1.42 | 18,927,492.53 | 1.40 | ||||||||||||
Minnesota | 575 | 1.19 | 16,948,136.16 | 1.26 | ||||||||||||
Mississippi | 272 | 0.57 | 9,135,179.64 | 0.68 | ||||||||||||
Missouri | 501 | 1.04 | 14,513,159.26 | 1.07 | ||||||||||||
Montana | 38 | 0.08 | 1,275,672.57 | 0.09 | ||||||||||||
Nebraska | 120 | 0.25 | 3,600,376.87 | 0.27 | ||||||||||||
Nevada | 466 | 0.97 | 12,534,345.89 | 0.93 | ||||||||||||
New Hampshire | 425 | 0.88 | 11,049,517.78 | 0.82 | ||||||||||||
New Jersey | 2,400 | 4.99 | 61,114,037.45 | 4.53 | ||||||||||||
New Mexico | 166 | 0.34 | 4,581,443.44 | 0.34 | ||||||||||||
New York | 2,285 | 4.75 | 57,306,118.63 | 4.24 | ||||||||||||
North Carolina | 1,245 | 2.59 | 37,010,103.39 | 2.74 | ||||||||||||
North Dakota | 9 | 0.02 | 296,383.95 | 0.02 | ||||||||||||
Ohio | 1,118 | 2.32 | 30,574,240.79 | 2.26 | ||||||||||||
Oklahoma | 208 | 0.43 | 6,995,138.52 | 0.52 | ||||||||||||
Oregon | 485 | 1.01 | 12,128,150.44 | 0.90 | ||||||||||||
Pennsylvania | 2,275 | 4.73 | 59,746,549.37 | 4.43 | ||||||||||||
Rhode Island | 220 | 0.46 | 6,303,467.37 | 0.47 | ||||||||||||
South Carolina | 738 | 1.53 | 20,387,984.89 | 1.51 | ||||||||||||
South Dakota | 34 | 0.07 | 1,030,156.65 | 0.08 | ||||||||||||
Tennessee | 621 | 1.29 | 18,003,403.03 | 1.33 | ||||||||||||
Texas | 4,826 | 10.03 | 155,518,781.68 | 11.52 | ||||||||||||
Utah | 212 | 0.44 | 6,229,073.93 | 0.46 | ||||||||||||
Vermont | 94 | 0.20 | 2,077,177.58 | 0.15 | ||||||||||||
Virginia | 1,416 | 2.94 | 43,871,309.38 | 3.25 | ||||||||||||
Washington | 1,084 | 2.25 | 31,384,540.60 | 2.32 | ||||||||||||
West Virginia | 94 | 0.20 | 2,970,966.07 | 0.22 | ||||||||||||
Wisconsin | 464 | 0.96 | 13,629,346.03 | 1.01 | ||||||||||||
Wyoming | 34 | 0.07 | 1,054,082.50 | 0.08 | ||||||||||||
Totals | 48,130 | 100.00 | % | $ | 1,350,116,131.40 | 100.00 | % |
Range of Remaining Terms to Scheduled Maturity | Number of Receivables | Percentage of Number of Receivables(1) | Aggregate Principal Balance | Percentage of Aggregate Principal Balance(1) | ||||||||||||
6 months or less | 97 | 0.20 | % | $ | 540,251.22 | 0.04 | % | |||||||||
7 months to 12 months | 664 | 1.38 | 5,666,027.08 | 0.42 | ||||||||||||
13 months to 18 months | 771 | 1.60 | 8,830,227.59 | 0.65 | ||||||||||||
19 months to 24 months | 1,045 | 2.17 | 15,260,595.74 | 1.13 | ||||||||||||
25 months to 30 months | 1,499 | 3.11 | 24,450,899.47 | 1.81 | ||||||||||||
31 months to 36 months | 2,649 | 5.50 | 49,576,789.99 | 3.67 | ||||||||||||
37 months to 42 months | 6,284 | 13.06 | 151,421,187.52 | 11.22 | ||||||||||||
43 months to 48 months | 9,863 | 20.49 | 255,302,572.21 | 18.91 | ||||||||||||
49 months to 54 months | 10,245 | 21.29 | 310,911,379.90 | 23.03 | ||||||||||||
55 months to 60 months | 9,023 | 18.75 | 301,877,068.26 | 22.36 | ||||||||||||
61 months to 66 months | 3,479 | 7.23 | 125,463,488.85 | 9.29 | ||||||||||||
67 months to 72 months | 2,511 | 5.22 | 100,815,643.57 | 7.47 | ||||||||||||
Totals | 48,130 | 100.00 | % | $ | 1,350,116,131.40 | 100.00 | % |
Range of Original Terms to Scheduled Maturity | Number of Receivables | Percentage of Number of Receivables(1) | Aggregate Principal Balance | Percentage of Aggregate Principal Balance(1) | ||||||||||||
13 months to 24 months | 1,090 | 2.26 | % | $ | 14,478,517.75 | 1.07 | % | |||||||||
25 months to 36 months | 1,279 | 2.66 | 21,800,876.08 | 1.61 | ||||||||||||
37 months to 48 months | 2,438 | 5.07 | 51,900,705.92 | 3.84 | ||||||||||||
49 months to 60 months | 25,465 | 52.91 | 702,147,611.74 | 52.01 | ||||||||||||
61 months to 72 months | 17,858 | 37.10 | 559,788,419.91 | 41.46 | ||||||||||||
Totals | 48,130 | 100.00 | % | $ | 1,350,116,131.40 | 100.00 | % |
Range of Remaining Principal Balances ($) | Number of Receivables | Percentage of Number of Receivables(1) | Aggregate Principal Balance | Percentage of Aggregate Principal Balance(1) | ||||||||||||
0.01 to 2,500.00 | 91 | 0.19 | % | $ | 189,013.55 | 0.01 | % | |||||||||
2,500.01 to 5,000.00 | 722 | 1.50 | 2,852,780.20 | 0.21 | ||||||||||||
5,000.01 to 7,500.00 | 1,306 | 2.71 | 8,277,858.97 | 0.61 | ||||||||||||
7,500.01 to 10,000.00 | 1,688 | 3.51 | 14,928,274.66 | 1.11 | ||||||||||||
10,000.01 to 12,500.00 | 2,233 | 4.64 | 25,199,156.76 | 1.87 | ||||||||||||
12,500.01 to 15,000.00 | 2,835 | 5.89 | 39,125,150.34 | 2.90 | ||||||||||||
15,000.01 to 17,500.00 | 3,475 | 7.22 | 56,623,519.04 | 4.19 | ||||||||||||
17,500.01 to 20,000.00 | 3,815 | 7.93 | 71,609,871.81 | 5.30 | ||||||||||||
20,000.01 to 22,500.00 | 3,782 | 7.86 | 80,391,047.21 | 5.95 | ||||||||||||
22,500.01 to 25,000.00 | 3,807 | 7.91 | 90,319,756.43 | 6.69 | ||||||||||||
25,000.01 to 27,500.00 | 3,616 | 7.51 | 94,854,816.79 | 7.03 | ||||||||||||
27,500.01 to 30,000.00 | 3,190 | 6.63 | 91,644,356.63 | 6.79 | ||||||||||||
30,000.01 to 32,500.00 | 2,808 | 5.83 | 87,714,337.43 | 6.50 | ||||||||||||
32,500.01 to 35,000.00 | 2,433 | 5.06 | 82,058,765.03 | 6.08 | ||||||||||||
35,000.01 to 37,500.00 | 2,035 | 4.23 | 73,741,610.02 | 5.46 | ||||||||||||
37,500.01 to 40,000.00 | 1,734 | 3.60 | 67,146,720.51 | 4.97 | ||||||||||||
40,000.01 to 42,500.00 | 1,414 | 2.94 | 58,277,415.56 | 4.32 | ||||||||||||
42,500.01 to 45,000.00 | 1,224 | 2.54 | 53,548,156.60 | 3.97 | ||||||||||||
45,000.01 to 47,500.00 | 968 | 2.01 | 44,736,709.89 | 3.31 | ||||||||||||
47,500.01 to 50,000.00 | 830 | 1.72 | 40,440,586.19 | 3.00 | ||||||||||||
50,000.01 to 52,500.00 | 675 | 1.40 | 34,557,433.81 | 2.56 | ||||||||||||
52,500.01 to 55,000.00 | 569 | 1.18 | 30,557,386.91 | 2.26 | ||||||||||||
55,000.01 to 57,500.00 | 470 | 0.98 | 26,417,154.79 | 1.96 | ||||||||||||
57,500.01 to 60,000.00 | 409 | 0.85 | 24,010,301.57 | 1.78 | ||||||||||||
60,000.01 to 62,500.00 | 352 | 0.73 | 21,533,162.76 | 1.59 | ||||||||||||
62,500.01 to 65,000.00 | 287 | 0.60 | 18,297,395.10 | 1.36 | ||||||||||||
Greater than 65,000.00 | 1,362 | 2.83 | 111,063,392.84 | 8.23 | ||||||||||||
Totals | 48,130 | 100.00 | % | $ | 1,350,116,131.40 | 100.00 | % |
Delinquency Experience (1) (Dollars In Thousands) | |||||||
At June 30, | At December 31, | ||||||
2019 | 2018 | 2018 | 2017 | 2016 | 2015 | 2014 | |
Number of Contracts Outstanding | 645,479 | 625,044 | 639,615 | 611,704 | 568,886 | 527,474 | 511,175 |
Delinquencies as a Percent of Contracts Outstanding | |||||||
30-59 days | 0.98% | 1.04% | 1.15% | 1.22% | 1.27% | 1.35% | 1.32% |
60-89 days | 0.40% | 0.35% | 0.45% | 0.40% | 0.29% | 0.30% | 0.30% |
90 days or more | 0.34% | 0.35% | 0.47% | 0.40% | 0.34% | 0.35% | 0.38% |
Total | 1.71% | 1.74% | 2.07% | 2.02% | 1.90% | 2.00% | 2.00% |
Dollar Delinquencies as a Percent of Principal Balance Outstanding | |||||||
30-59 days | 0.90% | 0.98% | 1.05% | 1.17% | 1.23% | 1.35% | 1.33% |
60-89 days | 0.37% | 0.34% | 0.42% | 0.38% | 0.30% | 0.30% | 0.29% |
90 days or more | 0.31% | 0.33% | 0.44% | 0.37% | 0.30% | 0.28% | 0.29% |
Total | 1.59% | 1.65% | 1.91% | 1.92% | 1.83% | 1.93% | 1.91% |
| Net Credit Loss and Repossession Experience (1) | ||||||
| For the six |
| |||||
| 2019 | 2018 | 2018 | 2017 | 2016 | 2015 | 2014 |
Principal Balance Outstanding | $15,649,887 | $15,356,960 | $15,679,410 | $15,005,748 | $13,605,793 | $12,433,379 | $11,388,649 |
Average Principal Balance Outstanding | $15,664,649 | $15,181,354 | $15,342,579 | $14,305,770 | $13,019,586 | $11,911,014 | $11,424,204 |
Number of Contracts Outstanding | 645,479 | 625,044 | 639,615 | 611,704 | 568,886 | 527,474 | 511,175 |
Average Number of Contracts | 642,547 | 618,374 | 625,660 | 590,295 | 548,180 | 519,325 | 522,591 |
Charge-offs—full period actuals | $60,229 | $65,291 | $129,582 | $115,368 | $103,901 | $85,839 | $80,211 |
Recoveries—full period actuals | $(3,647) | $(3,372) | $(7,413) | $(8,716) | $(6,838) | $(6,305) | $(6,716) |
Net Losses | $56,581 | $61,919 | $122,169 | $106,652 | $97,063 | $79,534 | $73,496 |
Number of Repossessions sold | 2,957 | 3,008 | 6,008 | 5,851 | 5,251 | 4,804 | 4,873 |
Number of Repossessions sold as a percent of the Average Number of Contracts Outstanding | 0.92%* | 0.97%* | 0.96% | 0.99% | 0.96% | 0.93% | 0.93% |
Net Losses as a percent of Average Principal Balance Outstanding | 0.72%* | 0.82%* | 0.80% | 0.75% | 0.75% | 0.67% | 0.64% |
· | Available Amounts remaining after (i) the Servicer has been paid the related Servicing Fee and non-recoverable Advances, and (ii) the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer have been paid all fees, expenses, indemnification amounts and other payments due to each such party (subject to an aggregate cap prior to the acceleration of the Notes), and |
· | amounts drawn from the Reserve Account to fund any Available Amounts Shortfall, to the extent available. |
· | an amount equal to (i) the aggregate principal amount of the Notes outstanding as of the preceding Payment Date (after giving effect to any principal payments made on the Notes on that preceding Payment Date) or the Closing Date (in the case of the first Payment Date), as the case may be, minus (ii) the Adjusted Pool Balance less the Target Overcollateralization Amount, in each case with respect to that Payment Date; over |
· | the First Priority Principal Distribution Amount with respect to that Payment Date to the extent paid; |
· | first, to the Class A-1 Notes until paid in full; |
· | second, to the Class A-2 Notes until paid in full; |
· | third, to the Class A-3 Notes until paid in full; and |
· | fourth, to the Class A-4 Notes until paid in full. |
· | first, to the Class A-1 Notes until paid in full; and |
· | second, to the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, based on the outstanding principal amount of those classes of Notes, until each such class is paid in full. |
· | first, to the Notes, ratably, interest on the Notes in the amount accruing up to such distribution date, computed by pro rating the amount that would otherwise be payable on the next succeeding Payment Date on the basis of (x) the number (in the case of Notes other than the Class A-1 Notes, not to exceed 30) of days elapsed from the preceding Payment Date divided by (y) 30; provided that if there are not sufficient funds available to pay the entire amount of the accrued and unpaid interest on the Notes, the amounts available shall be applied to the payment of such interest on the Notes on a pro rata basis based upon the amount of interest due on each class of Notes; |
· | second, to the Noteholders in the order and priority set forth in the third to last paragraph under the heading “—Principal” above, in an amount equal to the FDIC Principal Amount for such distribution date; |
· | third, to the Reserve Account, the amount, if any, necessary to cause the amount on deposit in the Reserve Account to equal the Specified Reserve Account Balance (calculated as if such distribution date were a Payment Date); and |
· | fourth, any remaining amounts, to the Certificateholders. |
· | first, to the Noteholders, ratably, interest on the Notes in the amount accruing up to such distribution date, computed by pro rating the amount that would otherwise be payable on the next succeeding Payment Date on the basis of (x) the number (in the case of Notes other than the Class A-1 Notes, not to exceed 30) of days elapsed from the preceding Payment Date divided by (y) 30; provided that if there are not sufficient funds available to pay the entire amount of the accrued and unpaid interest on the Notes, the amounts available shall be applied to the payment of such interest on the Notes on a pro rata basis based upon the amount of interest due on each class of Notes; |
· | second, to the Class A-1 Notes until paid in full, and |
· | third, to the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, based on the outstanding principal amount of those classes of Notes, until each such class is paid in full. |
· | first, pro rata, to the Indenture Trustee (in each of its capacities under the Transfer and Servicing Agreements), the Owner Trustee and the Asset Representations Reviewer, based on amounts due to each such party, the amount of any fees, expenses, indemnification amounts and other payments due to each such party pursuant to the terms of the Indenture, the Trust Agreement and the Asset Representations Review Agreement, respectively; |
· | second, to the Servicer for amounts due in respect of unpaid Servicing Fees and unreimbursed Advances; |
· | third, to the Notes, due and unpaid interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes in respect of interest; |
· | fourth, to the holders of the Class A-1 Notes to pay due and unpaid principal on the Class A-1 Notes, until paid in full; |
· | fifth, ratably, without preference or priority of any kind, according to the amounts due and payable on the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes in respect of principal, until paid in full; and |
· | sixth, to the Certificateholder, any remaining amounts. |
· | a Delinquency Trigger occurs; and |
· | the required amount of Noteholders vote to direct an Asset Representations Review. |
· | a trade confirmation; |
· | an account statement; |
· | a letter from a broker dealer that is acceptable to the Indenture Trustee or Administrator, as applicable; or |
· | any other form of documentation that is acceptable to the Indenture Trustee or the Administrator, as applicable. |
· | its experience with delinquency in its securitization transactions, and in its portfolio of receivables, |
· | its experience setting delinquency triggers in its private securitization programs, |
· | its observation that 60 or more days delinquency rates and cumulative losses in its securitization transactions increase over time, and |
· | its assessment of the amount of cumulative losses that would result in a greater risk of loss to noteholders of the most junior notes issued in its securitization transactions. |
· | the Administrator advises the Indenture Trustee in writing that DTC is no longer willing or able to discharge properly its responsibilities as depository with respect to those Notes and the Depositor, the Administrator or the Indenture Trustee is unable to locate a qualified successor; |
· | the Administrator, at its option, with the consent of the applicable DTC Participants, advises the Indenture Trustee in writing that it elects to terminate the book-entry system through DTC; or |
· | after the occurrence of an Event of Default with respect to the Notes, holders representing in the aggregate at least a majority of the outstanding principal amount of the Notes acting together as a single class advise the Indenture Trustee through DTC in writing that the continuation of a book-entry system through DTC (or its successor) with respect to those Notes is no longer in the best interests of the holders of those Notes. |
· | Available Amounts, |
· | the Noteholders’ interest distributions, |
· | the Principal Distribution Amount, and |
· | based on the Available Amounts and other amounts available for payment on the related Payment Date as described below, the amount to be distributed to the Noteholders. |
· | that portion of all collections on Receivables (excluding any collections constituting late fees, prepayment charges, deferment fees and other administrative fees or similar charges) allocable to interest (including the amount, if any, of Advances for that Collection Period, but excluding the amount, if any, of reimbursements of Advances previously made with respect to a Receivable to the Servicer from amounts received in respect of the Receivable); |
· | the Administrative Purchase Payments or Warranty Purchase Payments with respect to each Warranty Receivable or Administrative Receivable purchased from the Issuing Entity with respect to the related Collection Period, respectively, to the extent attributable to accrued interest on that Receivable (less the amount, if any, of reimbursements of Advances previously made with respect to a Receivable to the Servicer from the Administrative Purchase Payments or Warranty Purchase Payments with respect to the Receivable); |
· | Recoveries for that Collection Period to the extent allocable to interest; |
· | Liquidation Proceeds for that Collection Period to the extent allocable to interest; and |
· | Net losses on investments deposited by the Servicer; |
· | the portion of all collections on Receivables (excluding any collections constituting late fees, prepayment charges, deferment fees and other administrative fees or similar charges) allocable to principal, |
· | Recoveries for that Collection Period to the extent allocable to principal, |
· | Liquidation Proceeds for that Collection Period to the extent allocable to principal, and |
· | that portion allocable to principal of the Administrative Purchase Payments or Warranty Purchase Payments with respect to all Warranty Receivables or Administrative Receivables, respectively, purchased from the Issuing Entity with respect to the related Collection Period; |
· | the related financed vehicle has been repossessed and liquidated, |
· | the related financed vehicle has been repossessed in excess of 90 days and has not yet been liquidated, |
· | the Servicer has determined in accordance with its collection policies that all amounts that it expects to receive with respect to the Receivable have been received, or |
· | the end of the Collection Period in which the Receivable becomes 150 days or more past due. |
· | first, to the Servicer, the Servicing Fee, including any unpaid Servicing Fees with respect to prior Collection Periods, and non-recoverable Advances; |
· | second, to the Indenture Trustee (in each of its capacities under the Transfer and Servicing Agreements), the Owner Trustee and the Asset Representations Reviewer, the amount of any fees, expenses, indemnification amounts and other payments due and owing to each such party, pro rata, based on amounts due to each such party, in an aggregate amount not to exceed $250,000 per year; |
· | third, to the Noteholders, the aggregate amount of interest accrued for the related interest accrual period on each of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, at their respective interest rates on the principal amount outstanding as of the previous Payment Date after giving effect to all payments of principal to the Noteholders on the preceding Payment Date, and the excess, if any, of the amount of interest payable to the Noteholders on prior Payment Dates over the amounts actually paid to the Noteholders on those prior Payment Dates, plus interest on that shortfall at the related interest rate, to the extent permitted by law; |
· | fourth, to the Principal Distribution Account, the First Priority Principal Distribution Amount, if any, which will be allocated among the Notes as described above under “Description of the Notes— Principal”; |
· | fifth, to the Reserve Account, from Available Amounts remaining, the amount, if any, necessary to cause the amount on deposit in that account to equal the Specified Reserve Account Balance; |
· | sixth, to the Principal Distribution Account, the Regular Principal Distribution Amount, if any, which will be allocated among the Notes as described above under “Description of the Notes—Principal”; |
· | seventh, pro rata, based on amounts due, to the Indenture Trustee, the Owner Trustee, and the Asset Representations Reviewer the amount of any fees, expenses, indemnification amounts and other payments due to each such party and not paid pursuant to clause second above; and |
· | eighth, any Available Amounts remaining, to the Certificateholders. |
· | the Receivables prepay in full at the specified constant percentage of ABS monthly, with no defaults, losses or repurchases; |
· | each scheduled monthly payment on each Receivable is scheduled to be made and is made on the last day of each month and each month has 30 days; |
· | payments are made on the Notes on each Payment Date, and each Payment Date is assumed to be the 25th day of each applicable month; |
· | the balance in the Reserve Account on each Payment Date is the required amount described under “Credit Enhancement—Reserve Account” in this prospectus; |
· | except as indicated in the ABS Tables, the Servicer does not exercise its option to purchase the Receivables on the earliest Payment Date on which its option may be exercised; |
· | the pool of Receivables has a cutoff date as of the close of business on July 31, 2019; |
· | the Servicing Fee is equal to the product of 1/12 and 1.00% of the Pool Balance with respect to the related Payment Date; provided that, in the case of the first Payment Date, the Servicing Fee will be an amount equal to the sum of (a) the product of 1/12 and 1.00% of the aggregate outstanding principal balance of the Receivables as of the Cutoff Date and (b) the product of 1/12 and 1.00% of the aggregate outstanding principal balance of the Receivables (exclusive of all Liquidated Receivables and, if applicable, all Receivables that are the subject of damages paid by the FDIC to the Issuing Entity) as of the close of business on August 31, 2019; |
· | there are no fees, expenses, indemnification amounts or other payments due and payable to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer in any monthly period; |
· | the Closing Date is September 18, 2019; |
· | the interest on the Class A-1 Notes is 2.25000% based on an actual/360 day count, on the Class A-2 Notes is 2.07% based on a 30/360 day count, on the Class A-3 Notes is 1.97% based on a 30/360 day count, and on the Class A-4 Notes is 1.99% based on a 30/360 day count; and |
· | the Yield Supplement Overcollateralization Amount schedule set forth below, which is utilized to calculate the weighted average lives and percentages of original principal amounts at various ABS percentages. The actual Yield Supplement Overcollateralization Amount may differ depending on the actual prepayments, losses and repurchases on the Receivables with APRs less than the Required Rate. For purposes of the Yield Supplement Overcollateralization Amount schedule set forth below, the Required Rate is assumed to be 5.65% for any Payment Date. As of the Closing Date, the Yield Supplement Overcollateralization Amount will equal the Initial Yield Supplement Overcollateralization Amount. |
Payment Date | Yield Supplement Overcollateralization Amount | Payment Date | Yield Supplement Overcollateralization Amount | |||
Closing Date | $68,064,199.85 | September 2022 | $6,275,985.85 | |||
October 2019 | $62,903,240.56 | October 2022 | $5,599,800.11 | |||
November 2019 | $60,398,307.25 | November 2022 | $4,973,815.20 | |||
December 2019 | $57,944,205.44 | December 2022 | $4,397,200.85 | |||
January 2020 | $55,541,287.95 | January 2023 | $3,869,069.00 | |||
February 2020 | $53,189,909.54 | February 2023 | $3,387,788.13 | |||
March 2020 | $50,890,426.92 | March 2023 | $2,950,461.15 | |||
April 2020 | $48,642,888.72 | April 2023 | $2,554,478.03 | |||
May 2020 | $46,447,440.84 | May 2023 | $2,198,476.90 | |||
June 2020 | $44,304,219.75 | June 2023 | $1,880,945.79 | |||
July 2020 | $42,213,325.37 | July 2023 | $1,599,817.32 | |||
August 2020 | $40,174,729.99 | August 2023 | $1,352,186.40 | |||
September 2020 | $38,188,264.74 | September 2023 | $1,134,814.71 | |||
October 2020 | $36,253,916.76 | October 2023 | $945,186.30 | |||
November 2020 | $34,371,668.73 | November 2023 | $780,837.91 | |||
December 2020 | $32,541,645.71 | December 2023 | $639,208.35 | |||
January 2021 | $30,764,044.21 | January 2024 | $518,422.80 | |||
February 2021 | $29,039,040.49 | February 2024 | $416,675.62 | |||
March 2021 | $27,366,659.64 | March 2024 | $331,630.05 | |||
April 2021 | $25,746,885.56 | April 2024 | $261,194.57 | |||
May 2021 | $24,179,791.63 | May 2024 | $204,047.67 | |||
June 2021 | $22,665,444.07 | June 2024 | $158,671.83 | |||
July 2021 | $21,203,852.38 | July 2024 | $123,063.85 | |||
August 2021 | $19,794,993.92 | August 2024 | $95,030.88 | |||
September 2021 | $18,438,850.76 | September 2024 | $72,299.69 | |||
October 2021 | $17,135,544.58 | October 2024 | $54,099.19 | |||
November 2021 | $15,885,141.91 | November 2024 | $39,557.60 | |||
December 2021 | $14,687,663.93 | December 2024 | $27,971.27 | |||
January 2022 | $13,543,095.67 | January 2025 | $18,908.20 | |||
February 2022 | $12,451,369.21 | February 2025 | $12,046.53 | |||
March 2022 | $11,412,379.95 | March 2025 | $7,026.79 | |||
April 2022 | $10,425,995.25 | April 2025 | $3,567.91 | |||
May 2022 | $9,492,138.42 | May 2025 | $1,429.65 | |||
June 2022 | $8,610,591.37 | June 2025 | $356.95 | |||
July 2022 | $7,781,026.43 | July 2025 | $0.00 | |||
August 2022 | $7,002,974.17 |
Pool | Aggregate Principal Balance | Weighted Average APR | Weighted Average Original Term (in Months) | Weighted Average Stated Remaining Term (in Months) | ||||
1 | $ 534,810.47 | 1.492% | 33 | 6 | ||||
2 | 5,650,850.47 | 1.472% | 34 | 10 | ||||
3 | 8,721,341.95 | 2.110% | 36 | 16 | ||||
4 | 14,991,475.36 | 2.389% | 39 | 22 | ||||
5 | 24,205,262.65 | 2.439% | 52 | 28 | ||||
6 | 48,259,316.30 | 2.469% | 56 | 34 | ||||
7 | 147,958,329.16 | 2.027% | 62 | 40 | ||||
8 | 247,232,088.53 | 2.412% | 62 | 46 | ||||
9 | 299,525,883.20 | 2.897% | 64 | 52 | ||||
10 | 287,899,190.98 | 3.296% | 65 | 57 | ||||
11 | 198,837,625.19 | 3.963% | 72 | 66 | ||||
12 | 5,440.75 | 9.096% | 67 | 6 | ||||
13 | 15,176.61 | 6.822% | 46 | 10 | ||||
14 | 108,885.64 | 6.926% | 48 | 16 | ||||
15 | 269,120.38 | 7.062% | 39 | 22 | ||||
16 | 245,636.82 | 6.413% | 47 | 27 | ||||
17 | 1,317,473.69 | 6.804% | 55 | 34 | ||||
18 | 3,462,858.36 | 6.795% | 61 | 40 | ||||
19 | 8,070,483.68 | 7.046% | 62 | 46 | ||||
20 | 11,385,496.70 | 6.936% | 64 | 52 | ||||
21 | 13,977,877.28 | 7.235% | 65 | 57 | ||||
22 | 27,441,507.23 | 7.241% | 72 | 67 | ||||
Total | $1,350,116,131.40 | 3.120% |
Payment Date | 0.50% | 1.00% | 1.40% | 1.60% | 2.00% | |||||
Closing Date | 100.00 | 100.00 | 100.00 | 100.00 | 100.00 | |||||
October 2019 | 76.62 | 70.60 | 65.04 | 61.96 | 54.99 | |||||
November 2019 | 65.03 | 56.19 | 48.04 | 43.51 | 33.30 | |||||
December 2019 | 53.51 | 41.98 | 31.34 | 25.44 | 12.14 | |||||
January 2020 | 42.05 | 27.95 | 14.96 | 7.75 | 0.00 | |||||
February 2020 | 30.66 | 14.13 | 0.00 | 0.00 | 0.00 | |||||
March 2020 | 19.36 | 0.53 | 0.00 | 0.00 | 0.00 | |||||
April 2020 | 8.13 | 0.00 | 0.00 | 0.00 | 0.00 | |||||
May 2020 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |||||
Weighted Average Life to Maturity (years)(2) | 0.35 | 0.28 | 0.24 | 0.22 | 0.19 | |||||
Weighted Average Life to Call (years)(2)(3) | 0.35 | 0.28 | 0.24 | 0.22 | 0.19 |
(1) | Percentages assume that an optional purchase by the Servicer does not occur. |
(2) | The weighted average life of the Class A-1 Notes is determined by (a) multiplying the amount of each distribution in reduction of principal amount by the number of years from the Closing Date to the date indicated, (b) adding the results and (c) dividing the sum by the aggregate distributions in reduction of principal amount referred to in clause (a). |
(3) | The weighted average life to call assumes that an optional purchase by the Servicer occurs (i) at the earliest possible opportunity and is exercised on such Payment Date and (ii) before giving effect to any payment of principal required to be made on that Payment Date. |
Payment Date | 0.50% | 1.00% | 1.40% | 1.60% | 2.00% | |||||
Closing Date | 100.00 | 100.00 | 100.00 | 100.00 | 100.00 | |||||
October 2019 | 100.00 | 100.00 | 100.00 | 100.00 | 100.00 | |||||
November 2019 | 100.00 | 100.00 | 100.00 | 100.00 | 100.00 | |||||
December 2019 | 100.00 | 100.00 | 100.00 | 100.00 | 100.00 | |||||
January 2020 | 100.00 | 100.00 | 100.00 | 100.00 | 94.93 | |||||
February 2020 | 100.00 | 100.00 | 99.34 | 94.29 | 82.92 | |||||
March 2020 | 100.00 | 100.00 | 89.94 | 84.19 | 71.26 | |||||
April 2020 | 100.00 | 92.30 | 80.73 | 74.32 | 59.91 | |||||
May 2020 | 98.19 | 84.39 | 71.71 | 64.68 | 48.90 | |||||
June 2020 | 91.55 | 76.61 | 62.88 | 55.28 | 38.21 | |||||
July 2020 | 85.07 | 69.06 | 54.34 | 46.20 | 27.93 | |||||
August 2020 | 78.64 | 61.62 | 45.99 | 37.35 | 17.97 | |||||
September 2020 | 72.24 | 54.29 | 37.83 | 28.73 | 8.33 | |||||
October 2020 | 65.88 | 47.09 | 29.86 | 20.34 | 0.00 | |||||
November 2020 | 59.56 | 40.00 | 22.07 | 12.17 | 0.00 | |||||
December 2020 | 53.28 | 33.02 | 14.48 | 4.24 | 0.00 | |||||
January 2021 | 47.15 | 26.27 | 7.16 | 0.00 | 0.00 | |||||
February 2021 | 41.07 | 19.63 | 0.03 | 0.00 | 0.00 | |||||
March 2021 | 35.02 | 13.10 | 0.00 | 0.00 | 0.00 | |||||
April 2021 | 29.01 | 6.70 | 0.00 | 0.00 | 0.00 | |||||
May 2021 | 23.04 | 0.41 | 0.00 | 0.00 | 0.00 | |||||
June 2021 | 17.11 | 0.00 | 0.00 | 0.00 | 0.00 | |||||
July 2021 | 11.36 | 0.00 | 0.00 | 0.00 | 0.00 | |||||
August 2021 | 5.65 | 0.00 | 0.00 | 0.00 | 0.00 | |||||
September 2021 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |||||
Weighted Average Life to Maturity (years)(2) | 1.36 | 1.12 | 0.95 | 0.87 | 0.73 | |||||
Weighted Average Life to Call (years)(2)(3) | 1.36 | 1.12 | 0.95 | 0.87 | 0.73 |
(1) | Percentages assume that an optional purchase by the Servicer does not occur. |
(2) | The weighted average life of the Class A-2 Notes is determined by (a) multiplying the amount of each distribution in reduction of principal amount by the number of years from the Closing Date to the date indicated, (b) adding the results and (c) dividing the sum by the aggregate distributions in reduction of principal amount referred to in clause (a). |
(3) | The weighted average life to call assumes that an optional purchase by the Servicer occurs (i) at the earliest possible opportunity and is exercised on such Payment Date and (ii) before giving effect to any payment of principal required to be made on that Payment Date. |
Payment Date | 0.50% | 1.00% | 1.40% | 1.60% | 2.00% | |||||
Closing Date | 100.00 | 100.00 | 100.00 | 100.00 | 100.00 | |||||
October 2019 | 100.00 | 100.00 | 100.00 | 100.00 | 100.00 | |||||
November 2019 | 100.00 | 100.00 | 100.00 | 100.00 | 100.00 | |||||
December 2019 | 100.00 | 100.00 | 100.00 | 100.00 | 100.00 | |||||
January 2020 | 100.00 | 100.00 | 100.00 | 100.00 | 100.00 | |||||
February 2020 | 100.00 | 100.00 | 100.00 | 100.00 | 100.00 | |||||
March 2020 | 100.00 | 100.00 | 100.00 | 100.00 | 100.00 | |||||
April 2020 | 100.00 | 100.00 | 100.00 | 100.00 | 100.00 | |||||
May 2020 | 100.00 | 100.00 | 100.00 | 100.00 | 100.00 | |||||
June 2020 | 100.00 | 100.00 | 100.00 | 100.00 | 100.00 | |||||
July 2020 | 100.00 | 100.00 | 100.00 | 100.00 | 100.00 | |||||
August 2020 | 100.00 | 100.00 | 100.00 | 100.00 | 100.00 | |||||
September 2020 | 100.00 | 100.00 | 100.00 | 100.00 | 100.00 | |||||
October 2020 | 100.00 | 100.00 | 100.00 | 100.00 | 99.00 | |||||
November 2020 | 100.00 | 100.00 | 100.00 | 100.00 | 89.99 | |||||
December 2020 | 100.00 | 100.00 | 100.00 | 100.00 | 81.30 | |||||
January 2021 | 100.00 | 100.00 | 100.00 | 96.61 | 72.99 | |||||
February 2021 | 100.00 | 100.00 | 100.00 | 89.20 | 65.01 | |||||
March 2021 | 100.00 | 100.00 | 93.07 | 82.02 | 57.34 | |||||
April 2021 | 100.00 | 100.00 | 86.30 | 75.06 | 50.00 | |||||
May 2021 | 100.00 | 100.00 | 79.72 | 68.34 | 42.98 | |||||
June 2021 | 100.00 | 94.22 | 73.33 | 61.85 | 36.28 | |||||
July 2021 | 100.00 | 88.27 | 67.23 | 55.67 | 29.96 | |||||
August 2021 | 100.00 | 82.43 | 61.31 | 49.71 | 23.96 | |||||
September 2021 | 99.98 | 76.71 | 55.58 | 43.99 | 18.27 | |||||
October 2021 | 94.33 | 71.10 | 50.03 | 38.49 | 12.91 | |||||
November 2021 | 88.72 | 65.61 | 44.68 | 33.22 | 7.88 | |||||
December 2021 | 83.16 | 60.23 | 39.51 | 28.18 | 3.15 | |||||
January 2022 | 77.80 | 55.10 | 34.61 | 23.42 | 0.00 | |||||
February 2022 | 72.48 | 50.09 | 29.89 | 18.88 | 0.00 | |||||
March 2022 | 67.20 | 45.18 | 25.36 | 14.56 | 0.00 | |||||
April 2022 | 61.95 | 40.39 | 21.01 | 10.47 | 0.00 | |||||
May 2022 | 56.75 | 35.71 | 16.85 | 6.60 | 0.00 | |||||
June 2022 | 51.58 | 31.15 | 12.87 | 2.96 | 0.00 | |||||
July 2022 | 46.73 | 26.89 | 9.17 | 0.00 | 0.00 | |||||
August 2022 | 41.91 | 22.74 | 5.65 | 0.00 | 0.00 | |||||
September 2022 | 37.13 | 18.70 | 2.31 | 0.00 | 0.00 | |||||
October 2022 | 32.39 | 14.76 | 0.00 | 0.00 | 0.00 | |||||
November 2022 | 27.68 | 10.94 | 0.00 | 0.00 | 0.00 | |||||
December 2022 | 23.02 | 7.22 | 0.00 | 0.00 | 0.00 | |||||
January 2023 | 19.07 | 4.04 | 0.00 | 0.00 | 0.00 | |||||
February 2023 | 15.15 | 0.94 | 0.00 | 0.00 | 0.00 | |||||
March 2023 | 11.26 | 0.00 | 0.00 | 0.00 | 0.00 | |||||
April 2023 | 7.41 | 0.00 | 0.00 | 0.00 | 0.00 | |||||
May 2023 | 3.58 | 0.00 | 0.00 | 0.00 | 0.00 | |||||
June 2023 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |||||
Weighted Average Life to Maturity (years)(2) | 2.87 | 2.52 | 2.19 | 2.02 | 1.68 | |||||
Weighted Average Life to Call (years)(2)(3) | 2.87 | 2.52 | 2.19 | 2.02 | 1.68 |
(1) | Percentages assume that an optional purchase by the Servicer does not occur. |
(2) | The weighted average life of the Class A-3 Notes is determined by (a) multiplying the amount of each distribution in reduction of principal amount by the number of years from the Closing Date to the date indicated, (b) adding the results and (c) dividing the sum by the aggregate distributions in reduction of principal amount referred to in clause (a). |
(3) | The weighted average life to call assumes that an optional purchase by the Servicer occurs (i) at the earliest possible opportunity and is exercised on such Payment Date and (ii) before giving effect to any payment of principal required to be made on that Payment Date. |
Payment Date | 0.50% | 1.00% | 1.40% | 1.60% | 2.00% | |||||
Closing Date | 100.00 | 100.00 | 100.00 | 100.00 | 100.00 | |||||
October 2019 | 100.00 | 100.00 | 100.00 | 100.00 | 100.00 | |||||
November 2019 | 100.00 | 100.00 | 100.00 | 100.00 | 100.00 | |||||
December 2019 | 100.00 | 100.00 | 100.00 | 100.00 | 100.00 | |||||
January 2020 | 100.00 | 100.00 | 100.00 | 100.00 | 100.00 | |||||
February 2020 | 100.00 | 100.00 | 100.00 | 100.00 | 100.00 | |||||
March 2020 | 100.00 | 100.00 | 100.00 | 100.00 | 100.00 | |||||
April 2020 | 100.00 | 100.00 | 100.00 | 100.00 | 100.00 | |||||
May 2020 | 100.00 | 100.00 | 100.00 | 100.00 | 100.00 | |||||
June 2020 | 100.00 | 100.00 | 100.00 | 100.00 | 100.00 | |||||
July 2020 | 100.00 | 100.00 | 100.00 | 100.00 | 100.00 | |||||
August 2020 | 100.00 | 100.00 | 100.00 | 100.00 | 100.00 | |||||
September 2020 | 100.00 | 100.00 | 100.00 | 100.00 | 100.00 | |||||
October 2020 | 100.00 | 100.00 | 100.00 | 100.00 | 100.00 | |||||
November 2020 | 100.00 | 100.00 | 100.00 | 100.00 | 100.00 | |||||
December 2020 | 100.00 | 100.00 | 100.00 | 100.00 | 100.00 | |||||
January 2021 | 100.00 | 100.00 | 100.00 | 100.00 | 100.00 | |||||
February 2021 | 100.00 | 100.00 | 100.00 | 100.00 | 100.00 | |||||
March 2021 | 100.00 | 100.00 | 100.00 | 100.00 | 100.00 | |||||
April 2021 | 100.00 | 100.00 | 100.00 | 100.00 | 100.00 | |||||
May 2021 | 100.00 | 100.00 | 100.00 | 100.00 | 100.00 | |||||
June 2021 | 100.00 | 100.00 | 100.00 | 100.00 | 100.00 | |||||
July 2021 | 100.00 | 100.00 | 100.00 | 100.00 | 100.00 | |||||
August 2021 | 100.00 | 100.00 | 100.00 | 100.00 | 100.00 | |||||
September 2021 | 100.00 | 100.00 | 100.00 | 100.00 | 100.00 | |||||
October 2021 | 100.00 | 100.00 | 100.00 | 100.00 | 100.00 | |||||
November 2021 | 100.00 | 100.00 | 100.00 | 100.00 | 100.00 | |||||
December 2021 | 100.00 | 100.00 | 100.00 | 100.00 | 100.00 | |||||
January 2022 | 100.00 | 100.00 | 100.00 | 100.00 | 96.12 | |||||
February 2022 | 100.00 | 100.00 | 100.00 | 100.00 | 79.37 | |||||
March 2022 | 100.00 | 100.00 | 100.00 | 100.00 | 63.60 | |||||
April 2022 | 100.00 | 100.00 | 100.00 | 100.00 | 48.83 | |||||
May 2022 | 100.00 | 100.00 | 100.00 | 100.00 | 35.06 | |||||
June 2022 | 100.00 | 100.00 | 100.00 | 100.00 | 22.29 | |||||
July 2022 | 100.00 | 100.00 | 100.00 | 98.16 | 12.38 | |||||
August 2022 | 100.00 | 100.00 | 100.00 | 84.18 | 3.16 | |||||
September 2022 | 100.00 | 100.00 | 100.00 | 71.13 | 0.00 | |||||
October 2022 | 100.00 | 100.00 | 96.18 | 59.02 | 0.00 | |||||
November 2022 | 100.00 | 100.00 | 82.94 | 47.84 | 0.00 | |||||
December 2022 | 100.00 | 100.00 | 70.48 | 37.61 | 0.00 | |||||
January 2023 | 100.00 | 100.00 | 59.47 | 28.29 | 0.00 | |||||
February 2023 | 100.00 | 100.00 | 49.10 | 19.72 | 0.00 | |||||
March 2023 | 100.00 | 90.90 | 39.37 | 11.92 | 0.00 | |||||
April 2023 | 100.00 | 78.02 | 30.27 | 4.89 | 0.00 | |||||
May 2023 | 100.00 | 65.56 | 21.83 | 0.00 | 0.00 | |||||
June 2023 | 99.07 | 53.50 | 14.03 | 0.00 | 0.00 | |||||
July 2023 | 86.80 | 44.43 | 7.78 | 0.00 | 0.00 | |||||
August 2023 | 74.62 | 35.64 | 1.98 | 0.00 | 0.00 | |||||
September 2023 | 62.54 | 27.14 | 0.00 | 0.00 | 0.00 | |||||
October 2023 | 50.56 | 18.94 | 0.00 | 0.00 | 0.00 | |||||
November 2023 | 38.68 | 11.04 | 0.00 | 0.00 | 0.00 | |||||
December 2023 | 26.91 | 3.43 | 0.00 | 0.00 | 0.00 | |||||
January 2024 | 19.84 | 0.00 | 0.00 | 0.00 | 0.00 | |||||
February 2024 | 12.83 | 0.00 | 0.00 | 0.00 | 0.00 | |||||
March 2024 | 5.88 | 0.00 | 0.00 | 0.00 | 0.00 | |||||
April 2024 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |||||
Weighted Average Life to Maturity (years)(2) | 4.17 | 3.88 | 3.50 | 3.24 | 2.65 | |||||
Weighted Average Life to Call (years)(2)(3) | 4.11 | 3.83 | 3.43 | 3.18 | 2.62 |
(1) | Percentages assume that an optional purchase by the Servicer does not occur. |
(2) | The weighted average life of the Class A-4 Notes is determined by (a) multiplying the amount of each distribution in reduction of principal amount by the number of years from the Closing Date to the date indicated, (b) adding the results and (c) dividing the sum by the aggregate distributions in reduction of principal amount referred to in clause (a). |
(3) | The weighted average life to call assumes that an optional purchase by the Servicer occurs (i) at the earliest possible opportunity and is exercised on such Payment Date and (ii) before giving effect to any payment of principal required to be made on that Payment Date. |
· | Reports on Form 8-K (Current Report) including as exhibits thereto the Transfer and Servicing Agreements; |
· | Reports on Form 8-K (Current Report), following the occurrence of events specified in Form 8-K requiring disclosure, which are required to be filed within the time-frame specified in Form 8-K related to the type of event; |
· | Reports on Form 10-D (Asset-Backed Issuer Distribution Report), containing the distribution and pool performance, asset representations review and investor communication information required on Form 10-D, which are required to be filed 15 days following the related Payment Date; |
· | Reports on Form ABS-EE (Submission of Electronic Exhibits for Asset-Backed Securities), including as exhibits thereto monthly asset-level data for the related Collection Period and the Receivables, which exhibits will be incorporated by reference into the related Form 10-D; and |
· | Report on Form 10-K (Annual Report), containing the items specified in Form 10-K with respect to a fiscal year, and the items required pursuant to Items 1122 and 1123 of Regulation AB of the Securities Act. |
· | Each Receivable (a) was originated in the United States of America by the Seller (in the case of any Receivable originated through the “lease to loan” program described in this prospectus), by BMW Bank (in the case of any Receivable acquired by the Seller from BMW Bank) or by a Dealer located in the United States of America, in each case in the ordinary course of such originator’s business and in compliance with the Seller’s customary credit policies and practices as of the date of origination or acquisition of such Receivable, (b) is payable in United States dollars, (c) has been fully and properly executed or electronically authenticated by the parties thereto, (d) except in the case of any Receivable originated through the “lease to loan” program or acquired by the Seller from BMW Bank, has been (i) purchased by the Seller from the Dealer under an existing Dealer Agreement and (ii) validly assigned by such Dealer to the Seller, and (e) in the case of any Receivable purchased by the Seller from BMW Bank, has been (i) purchased by the Seller from BMW Bank under an existing purchase agreement and (ii) validly assigned by BMW Bank to the Seller. |
· | As of the Closing Date, the Seller has, or has started procedures that will result in the Seller having, a perfected, first priority security interest in the financed vehicle related to each Receivable, which security interest was validly created and has been assigned by the Seller to the Depositor, and will be assigned by the Depositor to the Issuer. The certificate of title for the financed vehicle related to each Receivable shows BMW FS or BMW Bank, as applicable, named as the original secured party (or a properly completed application for such certificate of title has been completed). |
· | Each Receivable is on a form contract containing customary and enforceable provisions such that the rights and remedies of the holder thereof are adequate for realization against the collateral of the benefits of the security, and represents the genuine, legal, valid and binding payment obligation of the Obligor thereon, enforceable by the holder thereof in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity and consumer protection laws, regardless of whether such enforceability is considered in a proceeding in equity or at law. |
· | Each Receivable (a) provides for fixed level monthly payments (provided that the payment in the last month of the term of the Receivable may be different from the level scheduled payments) that fully amortize the Amount Financed by maturity and yield interest at the APR and (b) amortizes using the simple interest method. |
· | Each Receivable complied in all material respects at the time it was originated with all requirements of applicable laws. |
· | None of the Receivables is due from the United States of America or any State or any agency, department, subdivision or instrumentality thereof. |
· | To the best of the Seller’s knowledge, as of the Cutoff Date, no Obligor of a Receivable is or has been, since the origination of the related Receivable, the subject of a bankruptcy proceeding. |
· | As of the Cutoff Date, none of the Receivables has been satisfied, subordinated or rescinded, nor has any Financed Vehicle been released from the lien of the related Receivable in whole or in part, and no Receivable is subject to any right of rescission, setoff, counterclaim, dispute or defense. |
· | None of the terms of any Receivable has been deferred or otherwise modified except by instruments or documents identified in the related Receivable File. |
· | None of the Receivables has been originated in, or is subject to the laws of, any jurisdiction the laws of which would make unlawful, void or voidable the sale, transfer and assignment of such Receivable under the Receivables Purchase Agreement or the Bank Receivables Purchase Agreement, as |
· | Immediately prior to the transfers and assignments of the Receivables, the Seller has good and marketable title to the Receivable free and clear of all Liens (other than pursuant to the Transfer and Servicing Agreements) and, immediately upon the transfer and assignment thereof, the Depositor will have good and marketable title to each Receivable, free and clear of all Liens (other than pursuant to the Transfer and Servicing Agreements). |
· | Each Receivable constitutes “tangible chattel paper” or “electronic chattel paper” within the meaning of the applicable UCC. With respect to any Receivable constituting “electronic chattel paper”, there is only one “authoritative copy” of the Receivable and, with respect to any Receivable constituting “tangible chattel paper”, there is no more than one original executed copy of such Receivable. |
· | Except for a payment that is no more than 29 days past due, no payment default exists on any Receivable as of the Cutoff Date. |
· | The Seller, in accordance with its customary procedures, has determined that the Obligor has obtained physical damage insurance covering each Financed Vehicle and, under the terms of the related Receivable, the Obligor is required to maintain such insurance. |
· | No Receivable has a maturity date later than the last day of the Collection Period immediately preceding the maturity date of the latest maturing class of Notes. |
· | Each Receivable had an original maturity of not less than 13 or more than 72 months. |
· | All of the Receivables, as of the Cutoff Date, are due from Obligors with garaging addresses within the United States of America, its territories and possessions. |
· | Each Receivable had a first scheduled payment due on or prior to 45 calendar days after the origination date thereof. |
· | As of the Cutoff Date, each Receivable has a remaining term of at least 3 months and no more than 72 months. |
· | As of the Cutoff Date, each Receivable has a remaining balance of at least $1,500.00. |
· | The Obligor with respect to each Receivable has made at least one scheduled payment. |
· | direct obligations of, and obligations fully guaranteed as to the full and timely payment by, the United States of America; |
· | demand deposits, time deposits or certificates of deposit of any depository institution (including the Indenture Trustee acting in its commercial capacity) or trust company incorporated under the laws of the United States of America or any state thereof (or any domestic branch of a foreign bank) and subject to supervision and examination by federal or state banking or depository institution authorities; provided, however, that at the time of the investment or contractual commitment to invest therein, the commercial paper or other short-term unsecured debt obligations (other than such obligations the rating of which is based on the credit of a person other than such depository institution or trust company) thereof shall have a short-term deposit rating of at least “F1” from Fitch Ratings, Inc. and “A-1” from S&P Global Ratings (or any other rating subject to receipt by the Indenture Trustee of written notification from S&P Global Ratings that investments of such type at such other minimum rating will not result in S&P Global Ratings reducing, withdrawing or qualifying its then existing rating of the Notes); |
· | repurchase obligations held by the Indenture Trustee with respect to any security that is a direct obligation of, or fully guaranteed by, the United States of America or any agency or instrumentality thereof the obligations of which are backed by the full faith and credit of the United States of America, in either case entered into with a depository institution or trust company (acting as principal) described in clause (b) above; |
· | securities bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States or any state thereof, including the Indenture Trustee acting in its commercial capacity, so long as at the time of such investment or contractual commitment providing for such investment either (i) the long-term, unsecured debt of such corporation has a rating of at least (x) “A” from Fitch Ratings, Inc. and (y) “A” from S&P Global Ratings (or any other rating subject to receipt by the Indenture Trustee of written notification from S&P Global Ratings that investments of such type at such other minimum rating will not result in S&P Global Ratings reducing, withdrawing or qualifying its then existing rating of the Notes) or (ii) the commercial paper or other short-term debt of such corporation has a rating of at least (x) “F1” from Fitch Ratings, Inc. and (y) “A-1” from S&P Global Ratings (or any other rating subject to receipt by the Indenture Trustee of written notification from S&P Global Ratings that investments of such type at such other minimum rating will not result in S&P Global Ratings reducing, withdrawing or qualifying its then existing rating of the Notes); |
· | investments of proceeds maintained in sweep accounts, short-term asset management accounts and the like utilized for the commingled investment, on an overnight basis, of residual balances in investment accounts maintained at the Indenture Trustee or any affiliate thereof; and |
· | any other money market, common trust fund or obligation, or interest bearing or other security or investment (including those managed or advised by the Indenture Trustee or any affiliate thereof) rated in the highest rating category by each Rating Agency. Such investments in this subsection (f) may include money market mutual funds or common trust funds, including any fund for which U.S. Bank National Association, in its capacity other than as the Indenture Trustee, or an affiliate thereof serves as an investment advisor, administrator, shareholder, servicing agent, and/or custodian or subcustodian, notwithstanding that (x) U.S. Bank National Association, the Indenture Trustee or any affiliate thereof charges and collects fees and expenses from such funds for services rendered, (y) U.S. Bank National Association, the Indenture Trustee or any affiliate thereof charges and collects fees and expenses for services rendered pursuant to the Indenture, and (z) services performed by the Indenture Trustee for such funds and pursuant to the Indenture may converge at any time. U.S. Bank National Association or an affiliate thereof is authorized under the Indenture to charge and collect from the Indenture Trustee such fees as are collected from all investors in such funds for such services rendered to such funds (but not to exceed investment earnings thereon). |
· | it will not release any financed vehicle from the security interest granted in the related Receivable; |
· | it will do nothing to impair the rights of the Issuing Entity in the Receivables; |
· | it will not alter the APR of any Receivable; and |
· | it will not extend the maturity of a Receivable beyond the last day of the Collection Period immediately preceding the Final Scheduled Payment Date of the Class A-4 Notes. |
· | the maturity or other liquidation of the last Receivable and the disposition of any amounts received upon liquidation of any remaining Receivables; |
· | the payment to Noteholders and Certificateholders of all amounts required to be paid to them pursuant to the related agreement; or |
· | the optional purchase by the Servicer of all of the Receivables as described above under “—Optional Purchase”. |
· | the name of the requesting Noteholder or Verified Note Owner; |
· | the date the request was received; |
· | a statement that the Administrator has received the request, and that the Noteholder or Verified Note Owner is interested in communicating with other Noteholders and Note Owners about the possible exercise of rights under the Transfer and Servicing Agreements, and |
· | a description of the method by which the other Noteholders and Note Owners may contact the requesting Noteholder or Verified Note Owner. |
· | change: |
o | the date of payment of any installment of principal of or interest on that Note or reduce the principal amount of that Note; |
o | the interest rate for that Note or the redemption price for that Note; |
o | provisions of the Indenture relating to the application of collections on, or proceeds of a sale of, the assets of the Issuing Entity to payments of principal of and interest on that Note; or |
o | any place of payment where or the coin or currency in which that Note or any interest on that Note is payable; |
· | impair the right to institute suit for the enforcement of specified provisions of the Indenture regarding payment; |
· | reduce the percentage of the aggregate principal amount of the outstanding Notes, the consent of the holders of which is required for any supplemental indenture or any waiver of compliance with specified provisions of the Indenture or of specified defaults and their consequences as provided for in the Indenture; |
· | modify or alter the provisions of the Indenture regarding the voting of Notes held by the Issuing Entity, any other Obligor on those Notes, the Depositor or an affiliate of any of them; |
· | reduce the percentage of the aggregate principal amount of outstanding Notes required to direct the Indenture Trustee to sell or liquidate the Receivables if the proceeds of that sale would be insufficient to pay the principal balance of and accrued but unpaid interest on the outstanding Notes; |
· | reduce the percentage of the aggregate principal amount of Notes required to amend the sections of the Indenture that specify the applicable percentages of aggregate principal amount of the Notes necessary to amend the Indenture; |
· | modify any provisions of the Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any individual component of such calculation) or to affect the rights of the holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes; or |
· | permit the creation of any lien ranking prior to or on a parity with the lien of the Indenture with respect to any of the collateral for that Note or, except as otherwise permitted or contemplated in the Indenture, terminate the lien of the Indenture on any of the collateral or deprive the holder of any Note of the security afforded by the lien of the Indenture; |
· | to correct or amplify the description of any property at any time subject to the lien of the Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of the Indenture, or to subject additional property to the lien of the Indenture; |
· | to evidence the succession, in compliance with the applicable provisions of the Indenture, of another Person to the Issuing Entity, and the assumption by any such successor of the covenants of the Issuing Entity contained in the Indenture and in the Notes; |
· | to add to the covenants of the Issuing Entity for the benefit of the Noteholders, or to surrender any right or power under the Indenture conferred upon the Issuing Entity; |
· | to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; |
· | to cure any ambiguity, correct or supplement any provision in the Indenture or in any supplemental indenture that may be inconsistent with any other provision in the Indenture or in any supplemental indenture or to add any other provisions with respect to matters or questions arising under the Indenture or in any supplemental indenture; provided that such other provisions will not adversely affect the interests of the Noteholders, as evidenced by an officer’s certificate; |
· | to evidence and provide for the acceptance of the appointment under the Indenture by a successor trustee with respect to the Notes or to add to or change any of the provisions of the Indenture as are necessary to facilitate the administration of the trusts under the Indenture by more than one trustee, pursuant to the requirements set forth therein; or |
· | to modify, eliminate or add to the provisions of the Indenture to the extent necessary to effect the qualification of the Indenture under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), or under any similar federal statute hereafter enacted and to add to the Indenture such other provisions as may be expressly required by the Trust Indenture Act. |
· | a default for five days or more in the payment of any interest on any of the Notes when the same becomes due and payable; |
· | a default in the payment of the principal of any Note on the related Final Scheduled Payment Date or on the redemption date; |
· | a default in the observance or performance of any representation, warranty, covenant or agreement of the Issuing Entity (other than a covenant or agreement pursuant to the FDIC Rule Covenant) made in |
· | particular events of bankruptcy, insolvency, receivership or liquidation of the Issuing Entity. |
· | the Issuing Entity has paid or deposited with the Indenture Trustee a sum sufficient to pay: |
o | all payments of principal of and interest on the Notes and all other amounts that would then be due on the Notes under the Indenture if the Event of Default giving rise to such acceleration had not occurred; and |
o | all sums paid by the Indenture Trustee under the Indenture and the reasonable compensation, expenses and disbursements of the Indenture Trustee and its agents and counsel and the reasonable compensation, expenses and disbursements of the Owner Trustee and its agents and counsel; and |
· | all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived. |
· | institute proceedings to collect amounts due or foreclose on Issuing Entity property; |
· | exercise remedies as a secured party; |
· | if the maturity of the Notes has been accelerated, sell the assets of the Issuing Entity; or |
· | elect to have the Issuing Entity maintain possession of those Receivables and continue to apply collections on those Receivables as provided in the Indenture. |
· | 100% of the Noteholders consent to the sale; |
· | the proceeds of the sale are sufficient to pay in full the principal of and the accrued interest on all outstanding Notes at the date of the sale; or |
· | in the case of an Event of Default resulting from an insolvency or bankruptcy with respect to the Issuing Entity, the Indenture Trustee determines that the Issuing Entity property would not be sufficient on an ongoing basis to make all payments of principal and interest on the outstanding Notes as those payments would have become due if the Notes had not been accelerated, and the Indenture Trustee obtains the consent of the holders of at least 66⅔% of the aggregate principal amount of the Notes outstanding. |
· | the Noteholder previously has given to the Indenture Trustee written notice of a continuing Event of Default; |
· | Noteholders holding not less than 25% of the aggregate principal amount of the Notes then outstanding have requested in writing that the Indenture Trustee institute the proceeding in its own name as Indenture Trustee; |
· | the Noteholder has offered the Indenture Trustee reasonable indemnity; |
· | the Indenture Trustee has for 60 days failed to institute that proceeding; and |
· | no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 day period by the holders of a majority of the aggregate principal amount of the Notes then outstanding. |
· | the entity formed by or surviving the consolidation or merger is organized under the laws of the United States or any state; |
· | that entity expressly assumes the Issuing Entity’s obligation to make due and punctual payments upon the Notes and the performance or observance of every agreement and covenant of the Issuing Entity under the Indenture; |
· | no Event of Default has occurred and is continuing immediately after the merger or consolidation; |
· | each Rating Agency has not notified the Indenture Trustee, the Owner Trustee or Administrator, within 10 days after receiving notice of a consolidation or merger, that such consolidation or merger will result in a reduction or withdrawal of its then current rating on any class of Notes; |
· | the Issuing Entity has received an opinion of counsel to the effect that the consolidation or merger would have no material adverse tax consequence to the Issuing Entity or to any Noteholder or Certificateholder, |
· | the parties take any action necessary to maintain the lien and security interest created by the Indenture; and |
· | the Indenture Trustee has received an officer’s certificate and an opinion of counsel stating that the consolidation or merger comply with the terms of the Indenture and all conditions precedent provided in the Indenture have been complied with. |
· | except as expressly permitted by the Indenture, the applicable Transfer and Servicing Agreements or other specified documents, sell, transfer, exchange or otherwise dispose of any of the assets of the Issuing Entity unless directed to do so by the Indenture Trustee; |
· | claim any credit on or make any deduction from the principal of and interest payable on the Notes (other than amounts withheld under the Internal Revenue Code of 1986, as amended (the “Code”), or applicable state law) or assert any claim against any present or former holder of those Notes because of the payment of taxes levied or assessed upon the Issuing Entity; |
· | except as expressly permitted by the Transfer and Servicing Agreements, dissolve or liquidate in whole or in part; |
· | permit the validity or effectiveness of the Indenture to be impaired or permit any person to be released from any covenants or obligations with respect to the Notes under the Indenture except as may be expressly permitted by the Indenture; |
· | permit any lien or other encumbrance to be created on or extend to or otherwise arise upon or burden the assets of the Issuing Entity or any part of the Issuing Entity, or any interest in the assets of the Issuing Entity or the proceeds of those assets; |
· | permit the lien of the Indenture not to constitute a valid first priority (other than with respect to any tax, mechanics’ or other lien) security interest in the assets of the Issuing Entity; or |
· | assume or incur any indebtedness other than the Notes or as expressly permitted by the Transfer and Servicing Agreements. |
· | payment of principal and interest on the securitization obligations must be primarily based on the performance of the financial assets transferred to the Issuing Entity and will not be contingent on market or credit events that are independent of such financial assets (except for interest rate or currency mismatches between the financial assets and the securitization obligations); |
· | information describing the financial assets, obligations, capital structure, compensation of the relevant parties and historical performance data must be made available to the investors, including, without limitation (i) information about the obligations and securitized financial assets in compliance with subpart 229.1100-Asset Backed Securities (Regulation AB), 17 C.F.R. §§, 229.1100-229.1125, as amended from time to time (“Regulation AB”), (ii) information about the transaction structure, performance of the obligations, priority of payments, subordination features, representations and warranties regarding the financial assets, remedies (and applicable cure periods), liquidity facilities, credit enhancement, waterfall triggers and policies governing delinquencies, servicer advances, loss mitigation and write-offs, (iii) information with respect to the credit performance of the obligations and financial assets on an ongoing basis, and (iv) the nature and amount of compensation paid to the originators, sponsor, rating agency or third-party advisor, broker and servicer and changes to such |
· | the obligations in the securitization cannot be predominantly sold to an affiliate (other than a wholly-owned subsidiary consolidated for accounting and capital purposes with BMW Bank or to an affiliated broker-dealer who purchased such obligations with a view to promptly resell such obligations to persons or entities that are neither affiliates (other than a wholly-owned subsidiary consolidated for accounting and capital purposes with BMW Bank) nor insiders of BMW Bank in the ordinary course of such broker-dealers business) or insider of BMW Bank; and |
· | BMW Bank must identify in its financial asset databases and otherwise account for the financial assets transferred as specified by the FDIC Rule. |
Party | Amount |
Servicer(1) | The product of 1/12 and 1.00% of the Pool Balance with respect to such Payment Date; provided that, in the case of the first Payment Date, the Servicing Fee will be an amount equal to the sum of (a) the product of 1/12 and 1.00% of the aggregate outstanding principal balance of the Receivables as of the Cutoff Date and (b) the product of 1/12 and 1.00% of the aggregate outstanding principal balance of the Receivables (exclusive of all Liquidated Receivables and, if applicable, all Receivables that are the subject of damages paid by the FDIC to the Issuing Entity) as of the close of business on August 31, 2019. |
Indenture Trustee(2) | An annual fee equal to $2,500 per annum, payable on the Payment Date occurring in October of each year, commencing in October 2020. |
Owner Trustee(2) | An annual fee equal to $2,500 per annum, payable on the Payment Date occurring in October of each year, commencing in October 2020. |
ARR Service Fee(2) | An annual fee equal to $5,000 per annum, payable on the Payment Date occurring in October of each year, commencing in October 2020. |
ARR Review Fee(2) | $175 per Receivable reviewed, in the event of an Asset Representations Review. |
(1) | To be paid before any amounts are distributed to Noteholders. A portion of the Servicing Fee will be paid to the Administrator as the administrator fee. |
(2) | Fees, expenses, indemnification amounts and other payments due to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer are to be paid before any amounts are distributed to Noteholders, subject to an aggregate cap equal to $250,000 in any calendar year, prior to the acceleration of the Notes. Amounts due to any such party in excess of such aggregate cap will be payable after distributions of principal and interest to the Noteholders on any Payment Date prior to the acceleration of the Notes. After the acceleration of the Notes, all fees, expenses, indemnification amounts and other payments due to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer are to be paid before any amounts are distributed to Noteholders, without application of any cap on such amounts. |
· | the amount of the Collections allocable to the principal balance of each class of Notes, expressed in the aggregate and as a dollar amount per $1,000 of the original principal balance of each class of Notes; |
· | the amount of the collections allocable to interest on each class of Notes, expressed in the aggregate and as a dollar amount per $1,000 of the original principal balance of each class of Notes; |
· | the amount of the Yield Supplement Overcollateralization Amount, if any; |
· | the number of and the aggregate principal balance of the Receivables as of the close of business on the first day and last day of the related Collection Period after giving effect to |
· | the amount of the Servicing Fee and the Supplemental Servicing Fee paid to the Servicer with respect to the related Collection Period; |
· | the interest and principal shortfall, if any, in each case as applicable to each class of Notes, expressed in the aggregate and as a dollar amount per $1,000 of the original principal balance of each class of Notes; |
· | the aggregate principal balance of the outstanding Notes outstanding and the Note Pool Factor for each class of those Notes, each before and after giving effect to all payments reported under the first bullet above on that date; |
· | the amount of non-recoverable Advances on that payment date; |
· | the balance of the Reserve Account on that date, before and after giving effect to changes to the Reserve Account on that date and the amount of those changes; |
· | amounts due and payable to each of the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, before and after giving effect to distributions on such Payment Date; |
· | the Available Amounts; |
· | the amount available under the Servicer’s letter of credit, surety bond or insurance policy, as provided in the Sale and Servicing Agreement, if any, and the amount as a percentage of the aggregate principal balance of the Receivables as of the last day of that Collection Period; |
· | the applicable Record Date, Determination Date, interest accrual period and Payment Date for each class of Notes; |
· | the pool characteristics as of the last day of the Collection Period, including, but not limited to, the weighted average Interest Rate and weighted average remaining term to maturity; |
· | delinquency and loss information for the Collection Period; |
· | a description of any material modifications, extensions or waivers to Receivables terms, fees, penalties or payments during the related Collection Period, or that have cumulatively become material over time; |
· | a description of any material breaches of representations and warranties made with respect to the Receivables, or covenants, contained in the Transfer and Servicing Agreements; and |
· | whether a Delinquency Trigger has occurred as of the end of the related Collection Period. |
· | any failure by the Servicer to deposit in or credit to the Collection Account any required payment and that failure continues unremedied for five Business Days after discovery of that failure by the Servicer or after receipt of written notice by the Servicer; |
· | failure on the part of the Servicer duly to observe or perform, in any material respect, any covenants or agreements of the Servicer set forth in the Sale and Servicing Agreement (other than a covenant or agreement pursuant to the FDIC Rule Covenant, if applicable), which failure (i) materially and adversely affects the rights of the Noteholders or Certificateholders and (ii) continues unremedied for a period of 60 days after discovery of such failure by the Servicer or after the date on which written notice of such failure requiring the same to be remedied has been given to the Servicer by any of the Owner Trustee, the Indenture Trustee or Noteholders evidencing not less than a majority of the aggregate principal amount of the Notes then outstanding, voting together as a single class; or |
· | the occurrence of an Insolvency Event with respect to the Servicer. |
· | the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of such person or any substantial part of its property in an involuntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such person or for any substantial part of its property, or ordering the winding-up or liquidation of such person’s affairs, and such decree or order remains unstayed and in effect for a period of 60 consecutive days; or |
· | the commencement by such person of a voluntary case under any applicable federal or State bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by such person to the entry of an order for relief in an involuntary case under any such law, or the consent by such person to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such person or for any substantial part of its property, or the making by such person of any general assignment for the benefit of creditors, or the failure by such person generally to pay its debts as such debts become due, or the taking of action by such person in furtherance of any of the foregoing. |
· | increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on or in respect of the Receivables or distributions that are required to be made for the benefit of the Noteholders and/or Certificateholders; or |
· | reduce the aforesaid percentage of the Notes or Certificates that is required to consent to the amendment. |
· | the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same to the Indenture Trustee; |
· | the notification of Noteholders and the Rating Agencies hired by the sponsor of the final principal payment on the Notes; |
· | the preparation of definitive Notes in accordance with the instructions of the applicable clearing agency; |
· | the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of collateral; |
· | the maintenance of an office for registration of transfer or exchange of the Notes; |
· | the duty to cause newly appointed paying agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust; |
· | the direction to the Indenture Trustee to deposit monies with paying agents, if any, other than the Indenture Trustee; |
· | the obtaining and preservation of the Issuing Entity’s qualifications to do business in each state where such qualification is required; |
· | the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as are necessary or advisable to protect the Issuing Entity’s property; |
· | the delivery of the opinion of counsel on the closing date and the annual delivery of opinions of counsel as to the Issuing Entity’s property, and the annual delivery of the officer’s certificate and certain other statements as to compliance with the Indenture; |
· | the notification of the Indenture Trustee and the Rating Agencies each Servicer Default and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure; |
· | the notification of the Indenture Trustee of the appointment of a successor servicer; |
· | the notification of the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture; |
· | the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an officer’s certificate and the obtaining of the opinion of counsel and the independent certificate relating thereto; |
· | the compliance with the Indenture with respect to the sale of the Issuing Entity property in a commercially reasonable manner if an Event of Default has occurred and is continuing; |
· | the preparation of all required documents and delivery to Noteholders of notice of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee; |
· | the opening of one or more accounts in the Indenture Trustee’s name and the taking of all other actions necessary with respect to investment and reinvestment of funds in the accounts; |
· | the preparation of issuer requests, the obtaining of opinions of counsel and the certification to the Indenture Trustee with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures; |
· | the duty to notify Noteholders and to make such notice available to the Rating Agencies of redemption of the Notes or to cause the Indenture Trustee to provide such notification pursuant to an optional purchase by the Servicer; and |
· | the preparation and delivery of all officer’s certificates, opinions of counsel and independent certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture. |
· | a court were to conclude that the assets and liabilities of the Issuing Entity should be consolidated with those of BMW FS or the Depositor in the event of the application of applicable Insolvency Laws to BMW FS or the Depositor; |
· | a filing were made under any Insolvency Law by or against the Issuing Entity; or |
· | an attempt were to be made to litigate any of the foregoing issues. |
· | require the Issuing Entity, as assignee of the Depositor, to go through an administrative claims procedure to establish its rights to payments collected on the Receivables; or |
· | request a stay of proceedings to liquidate claims or otherwise enforce contractual and legal remedies against BMW Bank; or |
· | invoke the automatic stay to prevent the Indenture Trustee and other transaction parties from exercising their rights, remedies and interests for up to 90 days. |
· | require the Issuing Entity, as assignee of the Depositor, to go through an administrative claims procedure to establish its rights to payments collected on the Receivables; or |
· | if the Issuing Entity were a covered subsidiary, require the Indenture Trustee to go through an administrative claims procedure to establish its rights to payments on the Notes; or |
· | request a stay of proceedings to liquidate claims or otherwise enforce contractual and legal remedies against BMW FS or a covered subsidiary (including the Issuing Entity); or |
· | repudiate BMW FS’ ongoing servicing obligations under the Sale and Servicing Agreement, such as its duty to collect and remit payments or otherwise service the Receivables; or |
· | prior to any such repudiation of the Sale and Servicing Agreement, prevent any of the Indenture Trustee or the Noteholders from appointing a successor Servicer. |
· | if there are multiple beneficial owners of the Certificates, as a partnership for purposes of federal and state income tax, franchise tax and any other tax measured in whole or in part by income, with the assets of the partnership being the assets held by the Issuing Entity, the partners of the partnership being the Certificateholders; and the Notes being debt of the partnership, or |
· | if a single beneficial owner owns all of the Certificates and none of the Notes are characterized as equity interests in the Issuing Entity, as an entity disregarded as separate from the Certificateholder for purpose of federal and state income tax, franchise tax and any other tax measured in whole or in part by income, with the assets of the Issuing Entity and the Notes treated as assets and indebtedness of the Certificateholder, respectively. |
· | the Foreign Owner is not actually or constructively a “10 percent shareholder” of the Issuing Entity or the Depositor (including a holder of 10% or more of the outstanding Certificates issued by the Issuing Entity) or a “controlled foreign corporation” with respect to which the Issuing Entity or the Depositor is a “related person” within the meaning of the Code; |
· | the Foreign Owner is not a bank receiving interest described in Section 881(c)(3)(A) of the Code; |
· | the interest is not contingent interest as described in Section 871(h)(4) of the Code; and |
· | the Foreign Owner does not bear any of certain specified relationships to any Certificateholder. |
· | the gain is not effectively connected with the conduct of a trade or business in the United States by the Foreign Owner; and |
· | in the case of an individual Foreign Owner, the Foreign Owner is not present in the United States for 183 days or more during the taxable year of disposition. |
Underwriter | Class A-1 Notes | Class A-2 Notes | Class A-3 Notes | Class A-4 Notes | ||||||||||||
Barclays Capital Inc. | $ | 125,875,000 | $ | 210,425,000 | $ | 209,950,000 | $ | 47,500,000 | ||||||||
TD Securities (USA) LLC | 59,625,000 | 99,675,000 | 99,450,000 | 22,500,000 | ||||||||||||
Wells Fargo Securities, LLC | 59,625,000 | 99,675,000 | 99,450,000 | 22,500,000 | ||||||||||||
BNP Paribas Securities Corp. | 6,625,000 | 11,075,000 | 11,050,000 | 2,500,000 | ||||||||||||
HSBC Securities (USA) Inc. | 6,625,000 | 11,075,000 | 11,050,000 | 2,500,000 | ||||||||||||
RBC Capital Markets, LLC | 6,625,000 | 11,075,000 | 11,050,000 | 2,500,000 | ||||||||||||
Total | $ | 265,000,000 | $ | 443,000,000 | $ | 442,000,000 | $ | 100,000,000 |
Class of Notes | Selling Concession | Reallowance Discount |
Class A-1 | 0.04200% | 0.02100% |
Class A-2 | 0.09300% | 0.04650% |
Class A-3 | 0.12900% | 0.06450% |
Class A-4 | 0.18300% | 0.09150% |
· | it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuing Entity or the Depositor; and |
· | it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom. |
Term | Page(s) | Term | Page(s) | |
AAA | 73 | Dealer Recourse | 40 | |
ABS | 84 | Dealers | 39 | |
ABS Tables | 84 | Definitive Notes | 64 | |
Accounts | 96 | Delinquency Trigger | 70 | |
Adjusted Pool Balance | 66 | Delinquency Trigger Percentage | 72 | |
Administration Agreement | 39 | Deposit Date | 100 | |
Administrative Purchase Payment | 80 | Depositaries | 75 | |
Administrative Receivable | 80 | Depositor | 39 | |
Administrator | 39 | Determination Date | 78 | |
ARR Fee | 49 | disqualified persons | 139 | |
ARR Receivables | 71 | Dodd Frank Act | 28 | |
ARR Review Fee | 49 | DOL | 140 | |
ARR Service Fee | 49 | DTC | A-1 | |
Asset Representations Review | 69 | DTC Participants | 76 | |
Asset Representations Review Agreement | 49 | Due Date | 53 | |
Asset Representations Reviewer | 46 | EEA | 2 | |
Available Amount | 79 | Eligible Institution | 98 | |
Available Amounts Shortfall | 81 | ERISA | 139 | |
Available Interest | 79 | EU Institutional Investors | 143 | |
Available Principal | 79 | Euroclear | 75, A-1 | |
Bank Receivables Purchase Agreement | 40 | Euroclear Operator | 78 | |
Bankruptcy Code | 124 | Euroclear Participants | 75 | |
Benefit Plan | 139 | Events of Default | 105 | |
BMW Bank | 39 | Exchange Act | 40 | |
BMW FS | 39 | FATCA | 138 | |
BMW NA | 53 | FDIC | 125 | |
Budget Act | 135 | FDIC Counsel | 132 | |
California Contracts | 129 | FDIC Principal Amount | 68 | |
Cede | 64 | FDIC Rule | 125 | |
Centers | 39 | FDIC Rule Covenant | 126 | |
Certificate Percentage Interests | 39 | FICO Score | 56 | |
Certificateholders | 39 | financed vehicles | 39 | |
Certificates | 39 | First Priority Principal Distribution Amount | 66 | |
CFPB | 130 | Foreign Owner | 138 | |
chattel paper | 120 | FSMA | 1 | |
Clayton | 49 | FTC Rule | 129 | |
Clearstream, Luxembourg | 75, A-1 | Global Securities | A-1 | |
Clearstream, Luxembourg Participants | 75 | Indenture | 46 | |
Closing Date | 39 | Indenture Trustee | 39 | |
Code | 109 | Indirect DTC Participants | 76 | |
Collection Account | 40 | Initial Asset-Level Data | 63 | |
Collection Period | 78 | Initial Yield Supplement Overcollateralization Amount | 83 | |
Commingling Condition | 100 | Insolvency Event | 115 | |
Cooperative | 78 | Insolvency Laws | 124 | |
CPO | 53 | Investor-Based Exemption | 140 | |
CRR | 143 | IRS | 134 | |
CSSF | 77 | Issuing Entity | 39 | |
Cutoff Date | 40 | Liquidated Receivable | 80 | |
Dealer Agreements | 40 |
Liquidation Proceeds | 80 | Relevant Member State | 2 | |
MiFID II | 2 | Relevant Person | 1 | |
Monthly Remittance Condition | 100 | Relief Act | 128 | |
Non-U.S. Person | A-3 | Requesting Noteholders | 70 | |
Note Distribution Account | 96 | Required Rate | 83 | |
Note Owners | 135 | Reserve Account | 39 | |
Note Pool Factor | 92 | Reserve Account Initial Deposit | 82 | |
Noteholders | 39 | Rule 193 Information | 63 | |
Notes | 39 | Sale and Servicing Agreement | 39 | |
NRSRO | 111 | Scheduled Payment | 54 | |
Obligor | 40 | SEC | 45 | |
OID | 135 | Securities Act | 92 | |
OID regulations | 135 | Seller | 41, 43 | |
OLA | 131 | Servicer | 39 | |
Order | 1 | Servicer Default | 115 | |
Originator | 41, 43 | Servicing Fee | 101 | |
Owner Trustee | 39 | Servicing Fee Rate | 101 | |
Plan | 139 | Short-Term Note | 136 | |
Plan Assets Regulation | 140 | Simple Interest Receivables | 54 | |
Pool Balance | 66 | Specified Reserve Account Balance | 82 | |
Preliminary Pool | 64 | Sponsor | 39 | |
Prepayment | 101 | Supplemental Servicing Fee | 102 | |
Prepayment Assumption | 135 | Target Overcollateralization Amount | 67 | |
PRIIPs Regulation | 2 | Tax Counsel | 134 | |
Principal Balance | 54 | Terms and Conditions | 78 | |
Principal Distribution Account | 96 | Transfer and Servicing Agreements | 48 | |
Principal Distribution Amount | 66 | Trust Agreement | 39 | |
PTCE | 140 | Trust Indenture Act | 105 | |
Purchase Agreement | 40 | Trustees | 46 | |
Qualified Investor | 2 | U.S. Bank | 46 | |
Rating Agency | 111 | U.S. Person | 137 | |
Receivables | 39 | UCC | 96 | |
Receivables Purchase Agreement | 40 | Verified Note Owner | 70 | |
Record Date | 65 | Warranty Purchase Payment | 80 | |
Recoveries | 80 | Warranty Receivable | 80 | |
Redemption Price | 102 | WTNA | 46 | |
Regular Principal Distribution Amount | 66 | Yield Supplement Overcollateralization Amount | 83 | |
Regulation AB | 109 |
Static Pool Information
BMW Vehicle Owner Trust 2014-A Static Pool Data Delinquency and Loss Experience | ||||
Composition of Original Pool Receivables | ||||
Closing Date | October 15, 2014 | Original Term | ||
Cutoff Date | August 31, 2014 | Weighted Average Original Term | 62.31 months | |
Number of Receivables | 42,119 | Longest Original Term | 72 months | |
Aggregate Principal Balance | $1,063,540,712 | Shortest Original Term | 14 months | |
Principal Balance | Remaining Term | |||
Average Principal Balance | $25,251 | Weighted Average Remaining Term | 51.31 months | |
Highest Principal Balance | $163,217 | Longest Remaining Term | 71 months | |
Lowest Principal Balance | $42 | Shortest Remaining Term | 3 months | |
Original Principal Balance | Composition of Top 5 States | |||
Average Original Principal Balance | $32,849 | California | 15.21% | |
Highest Original Principal Balance | $192,364 | Texas | 10.29% | |
Lowest Original Principal Balance | $5,000 | Florida | 7.65% | |
Annual Percentage Rate (APR) | New Jersey | 5.96% | ||
Weighted Average APR | 2.9% | New York | 4.96% | |
Highest APR | 14.2% | |||
Lowest APR | 0.0% | Percentage New and Used Composition | ||
New | 61.4% | |||
Used | 38.6% | |||
Weighted Average FICO | 759 | |||
Month | Date | 30-59 Days Delinquent | Number of 30-59 Days Delinq. Receiv-ables | % by $ of Ending Aggregate Principal Balance | 60-89 Days Delinquent | Number of 60-89 Days Delinq. Receiv-ables | % by $ of Ending Aggregate Principal Balance | 90-119 Days Delinquent | Number of 90-119 Days Delinq. Receiv-ables | % by $ of Ending Aggregate Principal Balance | 120+ Days Delinquent | Number of 120+ Days Delinq. Receiv-ables | % by $ of Ending Aggregate Principal Balance | 60+ Days Delinquent | Number of 60+ Days Delinq. Receiv-ables | % by $ of Ending Aggregate Principal Balance |
1 | 10/31/2014 | $1,772,818 | 56 | 0.18% | $75,420 | 3 | 0.01% | $0 | 0 | 0.00% | $32,347 | 1 | 0.00% | $107,767 | 4 | 0.01% |
2 | 11/30/2014 | $2,288,153 | 64 | 0.24% | $389,170 | 12 | 0.04% | $16,092 | 1 | 0.00% | $32,347 | 1 | 0.00% | $437,609 | 14 | 0.05% |
3 | 12/31/2014 | $2,439,623 | 81 | 0.27% | $545,928 | 14 | 0.06% | $213,902 | 5 | 0.02% | $32,347 | 1 | 0.00% | $792,177 | 20 | 0.09% |
4 | 1/31/2015 | $2,619,452 | 85 | 0.30% | $398,432 | 14 | 0.05% | $149,139 | 3 | 0.02% | $148,993 | 3 | 0.02% | $696,563 | 20 | 0.08% |
5 | 2/28/2015 | $1,947,088 | 65 | 0.23% | $400,850 | 12 | 0.05% | $228,266 | 4 | 0.03% | $178,418 | 3 | 0.02% | $807,534 | 19 | 0.10% |
6 | 3/31/2015 | $1,977,504 | 69 | 0.24% | $218,460 | 8 | 0.03% | $46,409 | 1 | 0.01% | $129,943 | 2 | 0.02% | $394,812 | 11 | 0.05% |
7 | 4/30/2015 | $2,297,540 | 78 | 0.29% | $146,854 | 6 | 0.02% | $82,842 | 3 | 0.01% | $69,306 | 2 | 0.01% | $299,002 | 11 | 0.04% |
8 | 5/31/2015 | $3,097,764 | 106 | 0.41% | $422,383 | 14 | 0.06% | $142,820 | 6 | 0.02% | $99,221 | 3 | 0.01% | $664,423 | 23 | 0.09% |
9 | 6/30/2015 | $2,577,865 | 90 | 0.36% | $360,930 | 11 | 0.05% | $153,804 | 5 | 0.02% | $156,708 | 6 | 0.02% | $671,443 | 22 | 0.09% |
10 | 7/31/2015 | $2,629,258 | 91 | 0.39% | $408,737 | 16 | 0.06% | $146,918 | 5 | 0.02% | $157,016 | 6 | 0.02% | $712,671 | 27 | 0.10% |
11 | 8/31/2015 | $2,731,875 | 98 | 0.42% | $465,323 | 19 | 0.07% | $186,275 | 8 | 0.03% | $183,085 | 6 | 0.03% | $834,684 | 33 | 0.13% |
12 | 9/30/2015 | $3,540,370 | 131 | 0.57% | $583,027 | 19 | 0.09% | $160,044 | 6 | 0.03% | $233,335 | 9 | 0.04% | $976,406 | 34 | 0.16% |
13 | 10/31/2015 | $2,734,540 | 108 | 0.46% | $629,184 | 20 | 0.11% | $161,034 | 6 | 0.03% | $153,469 | 6 | 0.03% | $943,687 | 32 | 0.16% |
14 | 11/30/2015 | $3,038,457 | 116 | 0.54% | $718,178 | 26 | 0.13% | $273,064 | 9 | 0.05% | $164,402 | 7 | 0.03% | $1,155,645 | 42 | 0.20% |
15 | 12/31/2015 | $3,567,889 | 138 | 0.66% | $374,842 | 16 | 0.07% | $153,575 | 7 | 0.03% | $303,690 | 11 | 0.06% | $832,106 | 34 | 0.15% |
16 | 1/31/2016 | $3,517,407 | 137 | 0.69% | $591,457 | 22 | 0.12% | $189,740 | 7 | 0.04% | $298,534 | 11 | 0.06% | $1,079,731 | 40 | 0.21% |
17 | 2/29/2016 | $2,658,377 | 105 | 0.55% | $658,934 | 22 | 0.14% | $176,865 | 7 | 0.04% | $340,316 | 13 | 0.07% | $1,176,115 | 42 | 0.24% |
18 | 3/31/2016 | $2,522,895 | 102 | 0.55% | $406,066 | 15 | 0.09% | $288,441 | 10 | 0.06% | $341,380 | 11 | 0.07% | $1,035,887 | 36 | 0.22% |
19 | 4/30/2016 | $2,518,003 | 106 | 0.58% | $347,230 | 15 | 0.08% | $65,042 | 3 | 0.01% | $479,333 | 15 | 0.11% | $891,605 | 33 | 0.20% |
20 | 5/31/2016 | $2,503,202 | 109 | 0.61% | $833,625 | 30 | 0.20% | $85,015 | 5 | 0.02% | $314,674 | 10 | 0.08% | $1,233,314 | 45 | 0.30% |
21 | 6/30/2016 | $2,170,840 | 94 | 0.56% | $485,162 | 23 | 0.12% | $275,845 | 9 | 0.07% | $297,409 | 11 | 0.08% | $1,058,415 | 43 | 0.27% |
22 | 7/31/2016 | $2,653,430 | 127 | 0.72% | $270,152 | 16 | 0.07% | $110,037 | 6 | 0.03% | $338,019 | 13 | 0.09% | $718,208 | 35 | 0.20% |
23 | 8/31/2016 | $2,723,554 | 126 | 0.79% | $577,371 | 25 | 0.17% | $130,334 | 6 | 0.04% | $306,990 | 14 | 0.09% | $1,014,695 | 45 | 0.29% |
24 | 9/30/2016 | $2,404,824 | 110 | 0.74% | $852,595 | 35 | 0.26% | $223,092 | 10 | 0.07% | $334,330 | 15 | 0.10% | $1,410,017 | 60 | 0.44% |
25 | 10/31/2016 | $2,530,291 | 126 | 0.83% | $735,821 | 33 | 0.24% | $245,834 | 11 | 0.08% | $311,078 | 13 | 0.10% | $1,292,734 | 57 | 0.43% |
26 | 11/30/2016 | $2,053,793 | 118 | 0.72% | $731,828 | 35 | 0.26% | $368,727 | 13 | 0.13% | $428,546 | 17 | 0.15% | $1,529,102 | 65 | 0.54% |
27 | 12/31/2016 | $2,245,201 | 123 | 0.85% | $383,785 | 21 | 0.14% | $265,135 | 13 | 0.10% | $479,392 | 18 | 0.18% | $1,128,312 | 52 | 0.43% |
28 | 1/31/2017 | $2,065,048 | 113 | 0.84% | $529,550 | 24 | 0.21% | $102,033 | 6 | 0.04% | $379,403 | 18 | 0.15% | $1,010,987 | 48 | 0.41% |
29 | 2/28/2017 | $1,841,350 | 115 | 0.79% | $416,069 | 21 | 0.18% | $100,805 | 6 | 0.04% | $373,094 | 17 | 0.16% | $889,969 | 44 | 0.38% |
30 | 3/31/2017 | $1,762,194 | 107 | 0.82% | $378,834 | 20 | 0.18% | $117,379 | 8 | 0.05% | $333,648 | 16 | 0.16% | $829,861 | 44 | 0.39% |
31 | 4/30/2017 | $1,689,318 | 102 | 0.85% | $401,330 | 20 | 0.20% | $213,099 | 9 | 0.11% | $296,229 | 15 | 0.15% | $910,658 | 44 | 0.46% |
32 | 5/31/2017 | $1,909,805 | 124 | 1.03% | $318,222 | 21 | 0.17% | $180,208 | 8 | 0.10% | $377,253 | 19 | 0.20% | $875,683 | 48 | 0.47% |
33 | 6/30/2017 | $1,803,323 | 108 | 1.06% | $424,732 | 28 | 0.25% | $107,042 | 7 | 0.06% | $455,847 | 23 | 0.27% | $987,621 | 58 | 0.58% |
34 | 7/31/2017 | $1,808,430 | 110 | 1.15% | $457,229 | 27 | 0.29% | $166,671 | 11 | 0.11% | $422,692 | 21 | 0.27% | $1,046,592 | 59 | 0.67% |
35 | 8/31/2017 | $1,749,397 | 124 | 1.21% | $344,736 | 21 | 0.24% | $299,830 | 15 | 0.21% | $418,992 | 23 | 0.29% | $1,063,557 | 59 | 0.74% |
36 | 9/30/2017 | $1,229,312 | 90 | 0.93% | $544,822 | 38 | 0.41% | $263,948 | 14 | 0.20% | $482,077 | 25 | 0.36% | $1,290,847 | 77 | 0.98% |
37 | 10/31/2017 | $1,401,444 | 97 | 1.16% | $627,883 | 42 | 0.52% | $160,676 | 11 | 0.13% | $476,492 | 25 | 0.39% | $1,265,051 | 78 | 1.05% |
38 | 11/30/2017 | $1,088,327 | 81 | 0.98% | $615,211 | 45 | 0.56% | $164,649 | 9 | 0.15% | $515,367 | 29 | 0.47% | $1,295,227 | 83 | 1.17% |
39 | 12/31/2017 | $1,213,328 | 95 | 1.21% | $254,872 | 23 | 0.25% | $156,492 | 16 | 0.16% | $468,504 | 25 | 0.47% | $879,868 | 64 | 0.88% |
40 | 1/31/2018 | $1,078,243 | 94 | 1.19% | $388,550 | 25 | 0.43% | $70,078 | 7 | 0.08% | $513,499 | 34 | 0.57% | $972,127 | 66 | 1.08% |
41 | 2/28/2018 | $848,517 | 75 | 1.03% | $500,920 | 38 | 0.61% | $166,607 | 10 | 0.20% | $398,055 | 24 | 0.48% | $1,065,581 | 72 | 1.30% |
42 | 3/31/2018 | $848,993 | 86 | 1.16% | $405,385 | 29 | 0.55% | $79,000 | 8 | 0.11% | $466,854 | 28 | 0.64% | $951,239 | 65 | 1.30% |
43 | 4/30/2018 | $730,030 | 78 | 1.11% | $313,011 | 26 | 0.48% | $100,938 | 7 | 0.15% | $452,481 | 27 | 0.69% | $866,431 | 60 | 1.32% |
44 | 5/31/2018 | $782,214 | 81 | 1.33% | $199,122 | 19 | 0.34% | $226,382 | 14 | 0.38% | $413,037 | 26 | 0.70% | $838,542 | 59 | 1.43% |
45 | 6/30/2018 | $734,941 | 81 | 1.41% | $207,233 | 22 | 0.40% | $115,106 | 8 | 0.22% | $440,521 | 29 | 0.84% | $762,860 | 59 | 1.46% |
Month | Date | Ending Aggregate Principal Balance | Cumulative Loss | Cumulative Loss as a % of Original Aggregate Principal Balance | Prepayments | Weighted Average APR |
1 | 10/31/2014 | $987,907,856 | $0 | 0.00% | $25,237,320 | 2.88% |
2 | 11/30/2014 | $954,810,192 | $8,047 | 0.00% | $9,615,183 | 2.88% |
3 | 12/31/2014 | $917,980,584 | $27,197 | 0.00% | $12,950,755 | 2.88% |
4 | 1/31/2015 | $882,528,245 | $87,988 | 0.01% | $12,067,624 | 2.88% |
5 | 2/28/2015 | $849,768,724 | $173,879 | 0.02% | $9,960,062 | 2.88% |
6 | 3/31/2015 | $814,461,315 | $378,794 | 0.04% | $11,432,156 | 2.88% |
7 | 4/30/2015 | $779,487,563 | $429,396 | 0.04% | $12,660,698 | 2.87% |
8 | 5/31/2015 | $747,862,837 | $536,132 | 0.05% | $10,137,700 | 2.87% |
9 | 6/30/2015 | $713,960,535 | $751,847 | 0.07% | $12,614,986 | 2.87% |
10 | 7/31/2015 | $681,219,576 | $866,307 | 0.08% | $11,921,427 | 2.87% |
11 | 8/31/2015 | $650,311,486 | $982,594 | 0.09% | $11,328,143 | 2.87% |
12 | 9/30/2015 | $621,362,235 | $1,151,467 | 0.11% | $9,866,413 | 2.87% |
13 | 10/31/2015 | $592,752,967 | $1,246,127 | 0.12% | $9,475,879 | 2.87% |
14 | 11/30/2015 | $565,932,429 | $1,353,310 | 0.13% | $9,090,046 | 2.87% |
15 | 12/31/2015 | $537,505,947 | $1,432,319 | 0.13% | $9,943,947 | 2.87% |
16 | 1/31/2016 | $511,637,704 | $1,430,791 | 0.13% | $8,866,426 | 2.87% |
17 | 2/29/2016 | $486,884,480 | $1,525,199 | 0.14% | $7,587,639 | 2.88% |
18 | 3/31/2016 | $461,230,809 | $1,551,602 | 0.15% | $8,369,357 | 2.88% |
19 | 4/30/2016 | $436,794,117 | $1,669,552 | 0.16% | $7,978,020 | 2.88% |
20 | 5/31/2016 | $413,745,636 | $1,903,221 | 0.18% | $7,152,473 | 2.88% |
21 | 6/30/2016 | $389,456,582 | $1,996,161 | 0.19% | $9,300,755 | 2.89% |
22 | 7/31/2016 | $366,982,686 | $2,165,948 | 0.20% | $7,246,780 | 2.89% |
23 | 8/31/2016 | $344,490,255 | $2,382,200 | 0.22% | $7,980,052 | 2.89% |
24 | 9/30/2016 | $323,154,397 | $2,459,630 | 0.23% | $7,502,863 | 2.89% |
25 | 10/31/2016 | $303,112,731 | $2,507,628 | 0.24% | $6,870,467 | 2.89% |
26 | 11/30/2016 | $283,898,627 | $2,572,630 | 0.24% | $6,394,564 | 2.90% |
27 | 12/31/2016 | $265,266,536 | $2,835,620 | 0.27% | $5,873,241 | 2.90% |
28 | 1/31/2017 | $247,157,712 | $2,960,106 | 0.28% | $5,722,497 | 2.91% |
29 | 2/28/2017 | $231,705,716 | $2,966,756 | 0.28% | $4,067,274 | 2.92% |
30 | 3/31/2017 | $214,549,036 | $2,992,976 | 0.28% | $5,131,847 | 2.93% |
31 | 4/30/2017 | $199,194,022 | $3,068,140 | 0.29% | $4,533,031 | 2.93% |
32 | 5/31/2017 | $184,553,129 | $3,065,825 | 0.29% | $4,088,586 | 2.94% |
33 | 6/30/2017 | $170,074,331 | $3,140,598 | 0.30% | $4,368,715 | 2.95% |
34 | 7/31/2017 | $156,940,567 | $3,198,650 | 0.30% | $3,588,563 | 2.96% |
35 | 8/31/2017 | $144,056,437 | $3,200,907 | 0.30% | $3,778,730 | 2.98% |
36 | 9/30/2017 | $132,260,255 | $3,257,849 | 0.31% | $3,195,337 | 2.99% |
37 | 10/31/2017 | $120,976,702 | $3,282,613 | 0.31% | $2,946,352 | 3.01% |
38 | 11/30/2017 | $110,656,792 | $3,314,212 | 0.31% | $2,487,176 | 3.03% |
39 | 12/31/2017 | $100,173,466 | $3,333,751 | 0.31% | $2,850,826 | 3.04% |
40 | 1/31/2018 | $90,359,468 | $3,383,100 | 0.32% | $2,622,856 | 3.07% |
41 | 2/28/2018 | $82,195,604 | $3,410,849 | 0.32% | $1,547,119 | 3.08% |
42 | 3/31/2018 | $73,257,237 | $3,472,922 | 0.33% | $1,998,362 | 3.10% |
43 | 4/30/2018 | $65,730,518 | $3,483,958 | 0.33% | $1,586,335 | 3.12% |
44 | 5/31/2018 | $58,806,912 | $3,485,231 | 0.33% | $1,330,037 | 3.14% |
45 | 6/30/2018 | $52,268,986 | $3,572,717 | 0.34% | $1,118,442 | 3.16% |
BMW Vehicle Owner Trust 2016-A Static Pool Data Delinquency and Loss Experience | ||||
Composition of Original Pool Receivables | ||||
Closing Date | July 20, 2016 | Original Term | ||
Cutoff Date | May 31, 2016 | Weighted Average Original Term | 61.83 months | |
Number of Receivables | 49,404 | Longest Original Term | 72 months | |
Aggregate Principal Balance | $1,353,937,519 | Shortest Original Term | 18 months | |
Principal Balance | Remaining Term | |||
Average Principal Balance | $27,405 | Weighted Average Remaining Term | 51.63 months | |
Highest Principal Balance | $202,658 | Longest Remaining Term | 71 months | |
Lowest Principal Balance | $1,768 | Shortest Remaining Term | 3 months | |
Original Principal Balance | Composition of Top 5 States | |||
Average Original Principal Balance | $34,321 | California | 23.98% | |
Highest Original Principal Balance | $205,003 | Texas | 8.52% | |
Lowest Original Principal Balance | $3,670 | Florida | 7.10% | |
Annual Percentage Rate (APR) | Illinois | 5.10% | ||
Weighted Average APR | 2.8% | New Jersey | 4.38% | |
Highest APR | 14.7% | |||
Lowest APR | 0.0% | Percentage New and Used Composition | ||
New | 64.4% | |||
Used | 35.6% | |||
Weighted Average FICO | 763 | |||
Month | Date | 30-59 Days Delinquent | Number of 30-59 Days Delinq. Receiv-ables | % by $ of Ending Aggregate Principal Balance | 60-89 Days Delinquent | Number of 60-89 Days Delinq. Receiv-ables | % by $ of Ending Aggregate Principal Balance | 90-119 Days Delinquent | Number of 90-119 Days Delinq. Receiv-ables | % by $ of Ending Aggregate Principal Balance | 120+ Days Delinquent | Number of 120+ Days Delinq. Receiv-ables | % by $ of Ending Aggregate Principal Balance | 60+ Days Delinquent | Number of 60+ Days Delinq. Receiv-ables | % by $ of Ending Aggregate Principal Balance |
1 | 7/31/2016 | $1,758,087 | 50 | 0.14% | $621,839 | 14 | 0.05% | $0 | 0 | 0.00% | $0 | 0 | 0.00% | $621,839 | 14 | 0.05% |
2 | 8/31/2016 | $2,905,144 | 78 | 0.24% | $250,072 | 6 | 0.02% | $147,440 | 2 | 0.01% | $0 | 0 | 0.00% | $397,512 | 8 | 0.03% |
3 | 9/30/2016 | $3,189,454 | 90 | 0.27% | $861,308 | 16 | 0.07% | $173,698 | 3 | 0.01% | $206,758 | 3 | 0.02% | $1,241,764 | 22 | 0.11% |
4 | 10/31/2016 | $3,148,142 | 96 | 0.28% | $829,747 | 22 | 0.07% | $411,902 | 6 | 0.04% | $107,731 | 1 | 0.01% | $1,349,380 | 29 | 0.12% |
5 | 11/30/2016 | $3,955,364 | 117 | 0.36% | $1,003,998 | 31 | 0.09% | $138,530 | 5 | 0.01% | $248,734 | 3 | 0.02% | $1,391,261 | 39 | 0.13% |
6 | 12/31/2016 | $3,702,712 | 115 | 0.35% | $1,084,138 | 30 | 0.10% | $447,069 | 12 | 0.04% | $138,530 | 5 | 0.01% | $1,669,736 | 47 | 0.16% |
7 | 1/31/2017 | $4,705,161 | 137 | 0.47% | $1,034,872 | 31 | 0.10% | $477,558 | 11 | 0.05% | $298,174 | 10 | 0.03% | $1,810,604 | 52 | 0.18% |
8 | 2/28/2017 | $4,691,161 | 141 | 0.48% | $1,017,456 | 30 | 0.10% | $286,680 | 10 | 0.03% | $332,575 | 9 | 0.03% | $1,636,711 | 49 | 0.17% |
9 | 3/31/2017 | $4,423,724 | 142 | 0.47% | $1,166,428 | 28 | 0.13% | $298,335 | 11 | 0.03% | $305,448 | 10 | 0.03% | $1,770,211 | 49 | 0.19% |
10 | 4/30/2017 | $4,398,539 | 134 | 0.49% | $956,124 | 30 | 0.11% | $655,667 | 16 | 0.07% | $332,665 | 10 | 0.04% | $1,944,456 | 56 | 0.22% |
11 | 5/31/2017 | $4,405,186 | 135 | 0.51% | $1,167,220 | 32 | 0.14% | $412,774 | 12 | 0.05% | $711,198 | 19 | 0.08% | $2,291,191 | 63 | 0.27% |
12 | 6/30/2017 | $5,024,038 | 158 | 0.61% | $1,216,383 | 37 | 0.15% | $360,811 | 9 | 0.04% | $606,142 | 18 | 0.07% | $2,183,335 | 64 | 0.27% |
13 | 7/31/2017 | $5,342,644 | 175 | 0.68% | $1,488,452 | 44 | 0.19% | $430,521 | 14 | 0.05% | $551,752 | 16 | 0.07% | $2,470,725 | 74 | 0.32% |
14 | 8/31/2017 | $5,216,357 | 182 | 0.70% | $1,675,026 | 53 | 0.22% | $437,726 | 13 | 0.06% | $699,070 | 22 | 0.09% | $2,811,823 | 88 | 0.38% |
15 | 9/30/2017 | $4,538,757 | 159 | 0.64% | $1,556,976 | 53 | 0.22% | $634,395 | 20 | 0.09% | $793,813 | 24 | 0.11% | $2,985,184 | 97 | 0.42% |
16 | 10/31/2017 | $4,776,045 | 168 | 0.70% | $1,217,733 | 45 | 0.18% | $944,225 | 30 | 0.14% | $800,463 | 24 | 0.12% | $2,962,420 | 99 | 0.44% |
17 | 11/30/2017 | $5,020,945 | 178 | 0.78% | $1,733,785 | 59 | 0.27% | $395,581 | 15 | 0.06% | $962,210 | 29 | 0.15% | $3,091,576 | 103 | 0.48% |
18 | 12/31/2017 | $4,628,831 | 167 | 0.76% | $1,941,147 | 69 | 0.32% | $918,049 | 27 | 0.15% | $823,030 | 28 | 0.13% | $3,682,225 | 124 | 0.60% |
19 | 1/31/2018 | $4,933,944 | 181 | 0.85% | $1,535,662 | 58 | 0.26% | $515,823 | 21 | 0.09% | $822,313 | 27 | 0.14% | $2,873,798 | 106 | 0.50% |
20 | 2/28/2018 | $4,367,061 | 158 | 0.79% | $1,433,273 | 52 | 0.26% | $527,788 | 19 | 0.10% | $665,394 | 24 | 0.12% | $2,626,455 | 95 | 0.48% |
21 | 3/31/2018 | $3,632,095 | 145 | 0.70% | $945,601 | 34 | 0.18% | $642,150 | 24 | 0.12% | $816,251 | 26 | 0.16% | $2,404,001 | 84 | 0.46% |
22 | 4/30/2018 | $3,888,991 | 153 | 0.79% | $1,056,333 | 44 | 0.22% | $419,851 | 14 | 0.09% | $1,005,842 | 33 | 0.21% | $2,482,026 | 91 | 0.51% |
23 | 5/31/2018 | $3,904,162 | 156 | 0.84% | $1,495,119 | 52 | 0.32% | $407,639 | 16 | 0.09% | $953,188 | 31 | 0.21% | $2,855,946 | 99 | 0.62% |
24 | 6/30/2018 | $4,390,251 | 179 | 1.01% | $1,218,625 | 49 | 0.28% | $803,857 | 27 | 0.18% | $742,650 | 27 | 0.17% | $2,765,131 | 103 | 0.63% |
25 | 7/31/2018 | $4,599,216 | 193 | 1.12% | $1,353,500 | 51 | 0.33% | $297,731 | 13 | 0.07% | $320,526 | 10 | 0.08% | $1,971,757 | 74 | 0.48% |
26 | 8/31/2018 | $4,852,184 | 194 | 1.26% | $1,117,809 | 48 | 0.29% | $478,489 | 17 | 0.12% | $252,224 | 9 | 0.07% | $1,848,522 | 74 | 0.48% |
27 | 9/30/2018 | $3,924,949 | 171 | 1.09% | $1,793,746 | 71 | 0.50% | $425,397 | 20 | 0.12% | $249,796 | 9 | 0.07% | $2,468,939 | 100 | 0.68% |
28 | 10/31/2018 | $3,689,027 | 168 | 1.09% | $1,306,052 | 59 | 0.39% | $764,311 | 28 | 0.23% | $225,219 | 10 | 0.07% | $2,295,583 | 97 | 0.68% |
29 | 11/30/2018 | $4,075,683 | 188 | 1.28% | $1,279,086 | 62 | 0.40% | $595,586 | 24 | 0.19% | $406,928 | 15 | 0.13% | $2,281,600 | 101 | 0.72% |
30 | 12/31/2018 | $3,770,059 | 187 | 1.27% | $1,356,388 | 62 | 0.46% | $742,271 | 31 | 0.25% | $176,673 | 9 | 0.06% | $2,275,332 | 102 | 0.77% |
31 | 1/31/2019 | $2,911,137 | 153 | 1.05% | $1,359,161 | 68 | 0.49% | $612,730 | 26 | 0.22% | $451,755 | 16 | 0.16% | $2,423,645 | 110 | 0.88% |
32 | 2/28/2019 | $2,870,896 | 155 | 1.11% | $1,050,365 | 51 | 0.41% | $387,702 | 24 | 0.15% | $465,268 | 15 | 0.18% | $1,903,334 | 90 | 0.74% |
33 | 3/31/2019 | $2,714,915 | 159 | 1.14% | $993,571 | 56 | 0.42% | $290,351 | 13 | 0.12% | $209,881 | 9 | 0.09% | $1,493,803 | 78 | 0.62% |
34 | 4/30/2019 | $2,628,164 | 146 | 1.19% | $987,271 | 54 | 0.45% | $196,068 | 14 | 0.09% | $124,230 | 4 | 0.06% | $1,307,569 | 72 | 0.59% |
35 | 5/31/2019 | $2,971,917 | 175 | 1.45% | $1,097,268 | 57 | 0.54% | $154,240 | 9 | 0.08% | $113,613 | 6 | 0.06% | $1,365,121 | 72 | 0.67% |
36 | 6/30/2019 | $3,151,562 | 189 | 1.67% | $917,290 | 53 | 0.49% | $301,609 | 18 | 0.16% | $93,223 | 3 | 0.05% | $1,312,122 | 74 | 0.69% |
Month | Date | Ending Aggregate Principal Balance | Cumulative Loss | Cumulative Loss as a % of Original Aggregate Principal Balance | Prepayments | Weighted Average APR |
1 | 7/31/2016 | $1,263,793,081 | $17,508 | 0.00% | $26,667,034 | 2.77% |
2 | 8/31/2016 | $1,218,941,308 | $16,440 | 0.00% | $14,061,162 | 2.77% |
3 | 9/30/2016 | $1,174,800,603 | $241,643 | 0.02% | $13,404,306 | 2.77% |
4 | 10/31/2016 | $1,134,514,882 | $279,225 | 0.02% | $11,274,082 | 2.77% |
5 | 11/30/2016 | $1,093,565,349 | $482,567 | 0.04% | $11,875,098 | 2.78% |
6 | 12/31/2016 | $1,052,809,129 | $799,892 | 0.06% | $11,396,301 | 2.78% |
7 | 1/31/2017 | $1,011,707,852 | $1,222,307 | 0.09% | $12,518,560 | 2.78% |
8 | 2/28/2017 | $974,076,111 | $1,412,222 | 0.10% | $10,545,310 | 2.79% |
9 | 3/31/2017 | $932,651,308 | $1,754,977 | 0.13% | $12,031,775 | 2.79% |
10 | 4/30/2017 | $895,310,224 | $2,112,118 | 0.16% | $10,735,160 | 2.79% |
11 | 5/31/2017 | $856,598,623 | $2,363,955 | 0.17% | $11,981,223 | 2.79% |
12 | 6/30/2017 | $818,664,787 | $2,896,025 | 0.21% | $11,573,666 | 2.79% |
13 | 7/31/2017 | $783,697,087 | $3,239,862 | 0.24% | $10,085,905 | 2.80% |
14 | 8/31/2017 | $747,716,773 | $3,521,763 | 0.26% | $11,742,187 | 2.80% |
15 | 9/30/2017 | $713,511,358 | $3,724,870 | 0.28% | $10,709,424 | 2.81% |
16 | 10/31/2017 | $678,403,292 | $4,305,420 | 0.32% | $11,780,528 | 2.81% |
17 | 11/30/2017 | $646,489,946 | $4,485,774 | 0.33% | $9,763,734 | 2.82% |
18 | 12/31/2017 | $612,522,561 | $4,977,892 | 0.37% | $11,499,052 | 2.83% |
19 | 1/31/2018 | $579,997,272 | $5,115,428 | 0.38% | $11,031,920 | 2.84% |
20 | 2/28/2018 | $550,938,369 | $5,338,172 | 0.39% | $8,125,101 | 2.84% |
21 | 3/31/2018 | $519,035,349 | $5,670,974 | 0.42% | $10,093,424 | 2.85% |
22 | 4/30/2018 | $490,389,690 | $5,899,682 | 0.44% | $8,695,934 | 2.86% |
23 | 5/31/2018 | $462,848,914 | $6,112,753 | 0.45% | $8,443,118 | 2.86% |
24 | 6/30/2018 | $435,956,897 | $6,392,167 | 0.47% | $8,576,314 | 2.87% |
25 | 7/31/2018 | $408,997,064 | $6,490,209 | 0.48% | $7,560,250 | 2.87% |
26 | 8/31/2018 | $383,944,557 | $6,519,112 | 0.48% | $7,872,187 | 2.88% |
27 | 9/30/2018 | $361,457,219 | $6,600,871 | 0.49% | $6,470,488 | 2.88% |
28 | 10/31/2018 | $337,581,732 | $6,698,871 | 0.49% | $7,541,441 | 2.88% |
29 | 11/30/2018 | $317,459,633 | $6,667,871 | 0.49% | $5,092,155 | 2.89% |
30 | 12/31/2018 | $296,737,278 | $6,753,892 | 0.50% | $6,081,145 | 2.90% |
31 | 1/31/2019 | $276,116,820 | $6,849,974 | 0.51% | $6,380,236 | 2.90% |
32 | 2/28/2019 | $258,095,410 | $6,886,975 | 0.51% | $4,310,085 | 2.91% |
33 | 3/31/2019 | $239,154,670 | $7,066,092 | 0.52% | $4,515,925 | 2.92% |
34 | 4/30/2019 | $221,538,559 | $7,081,066 | 0.52% | $4,791,083 | 2.93% |
35 | 5/31/2019 | $204,554,632 | $7,216,888 | 0.53% | $4,445,429 | 2.94% |
36 | 6/30/2019 | $188,940,897 | $7,255,826 | 0.54% | $3,984,529 | 2.95% |
BMW Vehicle Owner Trust 2018-A Static Pool Data Delinquency and Loss Experience | ||||
Composition of Original Pool Receivables | ||||
Closing Date | January 24, 2018 | Original Term | ||
Cutoff Date | November 30, 2017 | Weighted Average Original Term | 63.22 months | |
Number of Receivables | 53,449 | Longest Original Term | 72 months | |
Aggregate Principal Balance | $1,422,530,959 | Shortest Original Term | 16 months | |
Principal Balance | Remaining Term | |||
Average Principal Balance | $26,615 | Weighted Average Remaining Term | 52.98 months | |
Highest Principal Balance | $186,893 | Longest Remaining Term | 72 months | |
Lowest Principal Balance | $1,760 | Shortest Remaining Term | 6 months | |
Original Principal Balance | Composition of Top 5 States | |||
Average Original Principal Balance | $33,735 | California | 20.27% | |
Highest Original Principal Balance | $189,984 | Texas | 10.34% | |
Lowest Original Principal Balance | $3,741 | Florida | 7.61% | |
Annual Percentage Rate (APR) | New Jersey | 5.19% | ||
Weighted Average APR | 2.4% | Pennsylvania | 4.50% | |
Highest APR | 15.1% | |||
Lowest APR | 0.0% | Percentage New and Used Composition | ||
New | 60.1% | |||
Used | 39.9% | |||
Weighted Average FICO | 778 | |||
Month | Date | 30-59 Days Delinquent | Number of 30-59 Days Delinq. Receiv-ables | % by $ of Ending Aggregate Principal Balance | 60-89 Days Delinquent | Number of 60-89 Days Delinq. Receiv-ables | % by $ of Ending Aggregate Principal Balance | 90-119 Days Delinquent | Number of 90-119 Days Delinq. Receiv-ables | % by $ of Ending Aggregate Principal Balance | 120+ Days Delinquent | Number of 120+ Days Delinq. Receiv-ables | % by $ of Ending Aggregate Principal Balance | 60+ Days Delinquent | Number of 60+ Days Delinq. Receiv-ables | % by $ of Ending Aggregate Principal Balance |
1 | 1/31/2018 | $2,212,664 | 66 | 0.17% | $353,935 | 11 | 0.03% | $120,034 | 1 | 0.01% | $0 | 0 | 0.00% | $473,969 | 12 | 0.04% |
2 | 2/28/2018 | $2,001,129 | 63 | 0.16% | $473,371 | 13 | 0.04% | $233,322 | 5 | 0.02% | $0 | 0 | 0.00% | $706,693 | 18 | 0.06% |
3 | 3/31/2018 | $2,153,199 | 74 | 0.17% | $376,541 | 13 | 0.03% | $49,340 | 3 | 0.00% | $205,784 | 4 | 0.02% | $631,665 | 20 | 0.05% |
4 | 4/30/2018 | $1,700,443 | 58 | 0.14% | $530,502 | 21 | 0.04% | $178,468 | 7 | 0.01% | $65,390 | 3 | 0.01% | $774,360 | 31 | 0.06% |
5 | 5/31/2018 | $2,223,790 | 70 | 0.19% | $661,287 | 20 | 0.06% | $281,863 | 12 | 0.02% | $147,404 | 6 | 0.01% | $1,090,554 | 38 | 0.09% |
6 | 6/30/2018 | $2,233,434 | 83 | 0.20% | $595,893 | 16 | 0.05% | $293,795 | 8 | 0.03% | $207,429 | 9 | 0.02% | $1,097,116 | 33 | 0.10% |
7 | 7/31/2018 | $2,333,301 | 87 | 0.22% | $684,374 | 25 | 0.06% | $283,515 | 8 | 0.03% | $82,086 | 2 | 0.01% | $1,049,975 | 35 | 0.10% |
8 | 8/31/2018 | $2,076,913 | 75 | 0.20% | $823,647 | 28 | 0.08% | $188,743 | 7 | 0.02% | $176,645 | 6 | 0.02% | $1,189,035 | 41 | 0.12% |
9 | 9/30/2018 | $2,897,441 | 103 | 0.29% | $692,801 | 25 | 0.07% | $336,286 | 11 | 0.03% | $29,161 | 2 | 0.00% | $1,058,248 | 38 | 0.11% |
10 | 10/31/2018 | $2,788,871 | 112 | 0.29% | $881,577 | 30 | 0.09% | $229,196 | 8 | 0.02% | $174,527 | 5 | 0.02% | $1,285,300 | 43 | 0.14% |
11 | 11/30/2018 | $3,031,612 | 124 | 0.33% | $827,934 | 35 | 0.09% | $562,370 | 17 | 0.06% | $190,568 | 6 | 0.02% | $1,580,872 | 58 | 0.17% |
12 | 12/31/2018 | $3,471,361 | 138 | 0.40% | $1,020,706 | 34 | 0.12% | $453,185 | 18 | 0.05% | $255,570 | 9 | 0.03% | $1,729,461 | 61 | 0.20% |
13 | 1/31/2019 | $3,103,660 | 129 | 0.37% | $1,029,015 | 41 | 0.12% | $445,173 | 13 | 0.05% | $296,991 | 10 | 0.04% | $1,771,179 | 64 | 0.21% |
14 | 2/28/2019 | $2,873,224 | 109 | 0.36% | $824,147 | 33 | 0.10% | $479,483 | 19 | 0.06% | $177,138 | 4 | 0.02% | $1,480,768 | 56 | 0.18% |
15 | 3/31/2019 | $3,292,245 | 132 | 0.43% | $760,487 | 26 | 0.10% | $255,247 | 14 | 0.03% | $193,036 | 7 | 0.03% | $1,208,769 | 47 | 0.16% |
16 | 4/30/2019 | $2,620,835 | 107 | 0.36% | $861,842 | 31 | 0.12% | $294,124 | 14 | 0.04% | $70,310 | 4 | 0.01% | $1,226,276 | 49 | 0.17% |
17 | 5/31/2019 | $2,818,473 | 121 | 0.40% | $793,608 | 35 | 0.11% | $491,308 | 16 | 0.07% | $124,081 | 5 | 0.02% | $1,408,997 | 56 | 0.20% |
18 | 6/30/2019 | $2,846,599 | 120 | 0.43% | $893,153 | 41 | 0.13% | $180,444 | 10 | 0.03% | $261,805 | 8 | 0.04% | $1,335,402 | 59 | 0.20% |
Month | Date | Ending Aggregate Principal Balance | Cumulative Loss | Cumulative Loss as a % of Original Aggregate Principal Balance | Prepayments | Weighted Average APR |
1 | 1/31/2018 | $1,328,434,244 | $(9,248) | 0.00% | $29,574,753 | 2.39% |
2 | 2/28/2018 | $1,284,281,038 | $28,224 | 0.00% | $13,271,381 | 2.39% |
3 | 3/31/2018 | $1,236,124,731 | $58,608 | 0.00% | $15,940,903 | 2.39% |
4 | 4/30/2018 | $1,193,452,304 | $154,307 | 0.01% | $12,928,758 | 2.39% |
5 | 5/31/2018 | $1,150,228,822 | $230,557 | 0.02% | $13,404,334 | 2.39% |
6 | 6/30/2018 | $1,109,327,351 | $351,608 | 0.02% | $11,989,313 | 2.38% |
7 | 7/31/2018 | $1,067,394,391 | $518,155 | 0.04% | $12,460,322 | 2.38% |
8 | 8/31/2018 | $1,025,317,281 | $641,074 | 0.05% | $13,119,024 | 2.38% |
9 | 9/30/2018 | $987,748,328 | $702,461 | 0.05% | $10,731,736 | 2.38% |
10 | 10/31/2018 | $948,044,707 | $860,240 | 0.06% | $11,856,732 | 2.38% |
11 | 11/30/2018 | $911,084,954 | $979,221 | 0.07% | $10,113,873 | 2.38% |
12 | 12/31/2018 | $875,623,310 | $1,082,425 | 0.08% | $9,248,298 | 2.38% |
13 | 1/31/2019 | $838,639,122 | $1,140,927 | 0.08% | $10,997,861 | 2.38% |
14 | 2/28/2019 | $805,238,563 | $1,308,961 | 0.09% | $8,304,476 | 2.38% |
15 | 3/31/2019 | $769,483,798 | $1,521,743 | 0.11% | $9,771,828 | 2.37% |
16 | 4/30/2019 | $735,392,630 | $1,584,442 | 0.11% | $9,961,602 | 2.37% |
17 | 5/31/2019 | $701,194,528 | $1,723,941 | 0.12% | $10,393,867 | 2.37% |
18 | 6/30/2019 | $669,147,435 | $1,841,449 | 0.13% | $9,393,605 | 2.37% |
Global Clearance, Settlement and Tax Documentation Procedures
1. | borrowing through Clearstream, Luxembourg or Euroclear for one day (until the purchase side of the day trade is reflected in their Clearstream, Luxembourg or Euroclear accounts) in accordance with the clearing system’s customary procedures; |
2. | borrowing the Global Securities in the U.S. from a DTC Participant no later than one day prior to settlement, which would give the Global Securities sufficient time to be reflected in their Clearstream, Luxembourg or Euroclear account in order to settle the sale side of the trade; or |
3. | staggering the value dates for the buy and sell sides of the trade so that the value date for the purchase from the DTC Participant is at least one day prior to the value date for the sale to the Clearstream, Luxembourg Participant or Euroclear Participant. |
BMW FS Securities LLC Depositor BMW Financial Services NA, LLC Sponsor, Originator, Seller, Servicer and Administrator | BMW Vehicle Owner Trust 2019-A Issuing Entity | |
PROSPECTUS | ||
BMW Bank of North America Originator and Seller Until ninety days after the date of this prospectus, all dealers effecting transactions in the notes, whether or not participating in this distribution, may be required to deliver a prospectus. This delivery requirement is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. | Underwriters Barclays TD Securities Wells Fargo Securities Co-Managers BNP PARIBAS HSBC RBC Capital Markets | |
September 10, 2019 | ||