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 onForm SF-3 (RegistrationFile No. 333-206413) under the Securities Act of 1933, as amended (the “Act”), filed on August 14, 2015, as amendedby Pre-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 August 7, 2018, the Company and Ally Bank entered into an Underwriting Agreement (the “Underwriting Agreement”) with Barclays Capital Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), for the issuance and sale of $400,000,000 Class A Floating Rate Asset Backed Notes,Series 2018-3 (the “Class A Notes”) of Ally Master Owner Trust (the “Issuing Entity”). The Issuing Entity will also issue $29,333,000 Class B Fixed Rate Asset Backed Notes,Series 2018-3 (the “Class B Notes”), $21,333,000 Class C Fixed Rate Asset Backed Notes,Series 2018-3 (the “Class C Notes”), $16,000,000 Class D Fixed Rate Asset Backed Notes,Series 2018-3 (the “Class D Notes”), and $66,667,333 Class E Asset Backed Equity Notes,Series 2018-3 (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 August 15, 2018 (the “Closing Date”).
This Current Report onForm 8-K is being filed to satisfy an undertaking to file copies of certain agreements 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 Series2018-3 Indenture Supplement (the “Series2018-3 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 July 17, 2018, the Pool of Accounts had the characteristics described in the Prospectus dated as of August 7, 2018, to be filed with the Commission pursuant to Rule 424(b)(5) of the Act.
Legal opinions of Mayer Brown LLP are attached as Exhibit 5.1 and Exhibit 8.1.
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| Exhibit 1.1 | | Underwriting Agreement, dated as of August 7, 2018, by and among Ally Bank, Ally Wholesale Enterprises LLC and Barclays Capital Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, as representatives of the underwriters named therein. |
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| Exhibit 4.1 | | Form of Series2018-3 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 Mayer Brown LLP, dated as of August 9, 2018. |
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| Exhibit 8.1 | | Opinion of Counsel of Mayer Brown LLP, dated as of August 9, 2018. |
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| Exhibit 36.1 | | Depositor Certification for shelf offerings of asset-backed securities. |
