UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report
(Date of earliest event reported):
September 19, 2018
WORLD OMNI AUTOMOBILE LEASE SECURITIZATION TRUST 2018-B
(Issuing Entity with respect to Securities)
(CIK: 0001749273)
WORLD OMNI FINANCIAL CORP.
(Sponsor with respect to Securities)
(CIK: 0001004150)
WORLD OMNI AUTO LEASING LLC
(Depositor with respect to Securities)
(CIK: 0001439697)
Delaware
(State or other jurisdiction of incorporation or organization)
333-210865-05
(Commission File Number)
90-0399122
(Depositor’s I.R.S. Employer Identification No.)
6189
(Primary Standard Industrial Classification Code Number)
190 Jim Moran Blvd.
Deerfield Beach, FL 33442
(Address of principal executive offices of depositor, including Zip Code)
Depositor’s telephone number, including area code: (954) 429-2200
Former name or former address, if changed since last report: Not applicable
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the depositor under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨
| Item 8.01. | Other Events. |
On September 19, 2018 (the “Closing Date”), World Omni Auto Leasing LLC, a Delaware limited liability company (the “Depositor”), entered into an amended and restated trust agreement, a copy of which is filed as an exhibit hereto, with U.S. Bank Trust National Association, as owner trustee (the “Owner Trustee”), relating to World Omni Automobile Lease Securitization Trust 2018-B (the “Issuing Entity”), a Delaware statutory trust created on July 17, 2018. On the Closing Date, World Omni LT (the “Titling Trust”), Auto Lease Finance LLC (the “Initial Beneficiary”), AL Holding Corp. (the “Closed-End Collateral Agent”) and U.S. Bank National Association (the “Closed-End Administrative Agent”) entered into an Exchange Note Supplement, a copy of which is filed as an exhibit hereto, pursuant to which an exchange note secured by a pool of leases and the related leased vehicles was issued to the Initial Beneficiary. On the Closing Date, the Initial Beneficiary and the Depositor entered into an Exchange Note Sale Agreement, a copy of which is filed as an exhibit hereto, pursuant to which the exchange note was sold from the Initial Beneficiary to the Depositor. On the Closing Date, the Depositor and the Issuing Entity entered into an Exchange Note Transfer Agreement, a copy of which is filed as an exhibit hereto, pursuant to which the exchange note was sold from the Depositor to the Issuing Entity. On the Closing Date, World Omni Financial Corp., as servicer (the “Servicer”), the Titling Trust and the Closed-End Collateral Agent entered into an Exchange Note Servicing Supplement, a copy of which is filed as an exhibit hereto, pursuant to which the Servicer agreed to service the leases and related leased vehicles related to the exchange note. On the Closing Date, the Issuing Entity issued to the Depositor the asset backed notes, Series 2018-B, Class A-1, Class A-2a, Class A-2b, Class A-3 and Class A-4 Notes (the “Class A Notes”) and Class B Notes (the “Class B Notes” and, together with the Class A Notes, the “Notes”), having an aggregate original principal amount of $800,800,000, pursuant to an Indenture (the “Indenture”), dated as of the Closing Date, between the Issuing Entity and MUFG Union Bank, N.A., as indenture trustee (the “Indenture Trustee”), a copy of which is filed as an exhibit hereto. On the Closing Date, the Trust, the Indenture Trustee and World Omni Financial Corp., as administrator, entered into an Administration Agreement,a copy of which is filed as an exhibit hereto, pursuant to which the administrator agrees to perform certain duties and obligations of the Trust and the Owner Trustee under the transaction documents.On the Closing Date, the Issuing Entity, the Servicer, and Clayton Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”), entered into an Asset Representations Review Agreement, a copy of which is filed as an exhibit hereto,pursuant to which the Asset Representations Reviewer agreed to perform, upon satisfaction of certain trigger events, reviews of certain leases for compliance with the representations and warranties made about such leases.
Interest on the Notes will be distributed on each Payment Date (as defined in the Indenture). Monthly distributions in reduction of the principal amount of the Notes will be allocated to the Notes in accordance with the priorities set forth in the Indenture.
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| Item 9.01. | Financial Statements and Exhibits. |
INDEX OF EXHIBITS
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the depositor has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
WORLD OMNI AUTO LEASING LLC (Depositor) | ||
| Dated: September 19, 2018 | By: | /s/ Bryan Romano |
| Name: | Bryan Romano | |
| Its: | Assistant Treasurer | |
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