SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form8-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) February 15, 2017
Ally Master Owner Trust
(Issuing Entity with respect to Securities)
Ally Wholesale Enterprises LLC
(Depositor with respect to Securities)
Ally Bank
(Sponsor with respect to Securities)
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| Delaware | | 333-206413-01 | | 27-6449246 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification Number) |
| | | | |
Ally Wholesale Enterprises LLC 200 Renaissance Center Detroit, Michigan | | 48265 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s Telephone Number, including area code: (313)656-5500
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Item 1.01 and 8.01.Entry into a Material Definitive Agreement and Other Events
Ally Wholesale Enterprises LLC (the “Company”) has registered an issuance of $11,425,000,000 in principal amount of asset backed notes on FormSF-3 (Registration FileNo. 333-206413) under the Securities Act of 1933, as amended (the “Act”), filed on August 14, 2015, as amended byPre-Effective Amendment No. 1 on October 2, 2015,Pre-Effective Amendment No. 2 on October 30, 2015 andPre-Effective Amendment No. 3 on November 9, 2015 (as amended, the “Registration Statement”).
On February 15, 2017, the Company and Ally Bank entered into an Underwriting Agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Deutsche Bank Securities Inc. and RBC Capital Markets, LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), for the issuance and sale of $650,000,000 Class A Floating Rate Asset Backed Notes, Series2017-1 ( the “Class A Notes”) of Ally Master Owner Trust (the “Issuing Entity”). The Issuing Entity will also issue $47,508,000 Class B Fixed Rate Asset Backed Notes, Series2017-1 (the “Class B Notes”), $34,551,000 Class C Fixed Rate Asset Backed Notes, Series2017-1 (the “Class C Notes”), $25,914,000 Class D Fixed Rate Asset Backed Notes, Series2017-1 (the “Class D Notes”), and $105,814,375 Class E Asset Backed Equity Notes, Series2017-1 (the “Class E Notes,” and collectively with the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes, the “Notes”), which will not be sold pursuant to the Underwriting Agreement. Only the Class A Notes have been registered pursuant to the Act under the Registration Statement. The Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes may be retained by the Company or sold in one or more separate transactions intended to be exempt from the registration requirements of the Act. It is expected that the Notes will be issued on or about February 22, 2017 (the “Closing Date”).
This Current Report on Form8-K is being filed to satisfy an undertaking to file copies of certain agreements and certificates executed in connection with the issuance of the Class A Notes, the forms of which were filed as Exhibits to the Registration Statement.
The Notes will be issued pursuant to the Series2017-1 Indenture Supplement (the “Series2017-1 Indenture Supplement”), a form of which is attached hereto as Exhibit 4.1, to be dated as of the Closing Date between the Issuing Entity and Wells Fargo Bank, National Association, as Indenture Trustee (the “Indenture Trustee”) to an indenture (the “Indenture”), dated as of February 12, 2010, between the Issuing Entity and the Indenture Trustee.
The Notes evidence indebtedness of the Issuing Entity, the assets of which consist primarily of a revolving pool of receivables arising under floorplan financing agreements between Ally Bank and a group of retail automotive dealers (such revolving pool the “Pool of Accounts”).
As of January 27, 2017, the Pool of Accounts had the characteristics described in the Prospectus dated as of February 15, 2017, to be filed with the Commission pursuant to Rule 424(b)(5) of the Act.
Legal opinions of Kirkland & Ellis LLP are attached as Exhibit 5.1 and Exhibit 8.1
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| Item 9.01. | | Exhibits |
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| Exhibit 1.1 | | Underwriting Agreement, dated as of February 15, 2017, by and among Ally Bank, Ally Wholesale Enterprises LLC and J.P. Morgan Securities LLC, Deutsche Bank Securities Inc. and RBC Capital Markets, LLC, as representatives of the underwriters named therein. |
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| Exhibit 4.1 | | Form of Series2017-1 Indenture Supplement between Ally Master Owner Trust and Wells Fargo Bank, National Association, as Indenture Trustee, to be dated as of the Closing Date. |
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| Exhibit 5.1 | | Opinion of Counsel of Kirkland & Ellis LLP, dated as of February 17, 2017. |
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| Exhibit 8.1 | | Opinion of Counsel of Kirkland & Ellis LLP, dated as of February 17, 2017. |
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| Exhibit 36.1 | | Depositor Certification for shelf offerings of asset-backed securities. |
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| Exhibit 99.1 | | Form of Asset Representations Review Agreement, to be dated as of the Closing Date, among Ally Master Owner Trust2017-1, Ally Bank, as sponsor, and Clayton Fixed Income Services LLC, as asset representations reviewer. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| ALLY WHOLESALE ENTERPRISES LLC |
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| By: | | /s/ Matt St. Charles |
| Name: | | Matt St. Charles |
| Title: | | Vice President |
Dated: February 17, 2017
EXHIBIT INDEX
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| Exhibit 1.1 | | Underwriting Agreement, dated as of February 15, 2017, by and among Ally Bank, Ally Wholesale Enterprises LLC and J.P. Morgan Securities LLC, Deutsche Bank Securities Inc. and RBC Capital Markets, LLC, as representatives of the underwriters named therein. |
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| Exhibit 4.1 | | Form of Series2017-1 Indenture Supplement between Ally Master Owner Trust and Wells Fargo Bank, National Association, as Indenture Trustee, to be dated as of the Closing Date. |
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| Exhibit 5.1 | | Opinion of Counsel of Kirkland & Ellis LLP, dated as of February 17, 2017. |
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| Exhibit 8.1 | | Opinion of Counsel of Kirkland & Ellis LLP, dated as of February 17, 2017. |
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| Exhibit 36.1 | | Depositor Certification for shelf offerings of asset-backed securities. |
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| Exhibit 99.1 | | Form of Asset Representations Review Agreement, to be dated as of the Closing Date, among Ally Master Owner Trust2017-1, Ally Bank, as sponsor, and Clayton Fixed Income Services LLC, as asset representations reviewer. |
