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
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| Date of Report (Date of earliest event reported) | | January 16, 2013 |
SMART ABS SERIES 2013-1US TRUST
(Exact name of Issuing Entity as specified in its charter)
MACQUARIE LEASING PTY LIMITED
(Exact name of Registrant, Depositor and Sponsor as specified in its charter)
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| Australia | | 333-181822-02 333-181822 | | 98-6068441 |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (IRS Employer Identification Number) |
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Level 3 9 Hunter Street Sydney, NSW 2000, Australia | | Not Applicable |
| (Address of principal executive offices) | | (Zip Code) |
+ 61 (2) 8232-3333
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name of Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
In connection with the issuance by Perpetual Trustee Company Limited, in its capacity as trustee of SMART ABS Series 2013-1US Trust (the “Trust”, and Perpetual Trustee Company Limited in that capacity, the “Issuer Trustee”) of the asset backed securities (the “US$ Notes”) described in the Prospectus Supplement, dated January 16, 2013 (the “Prospectus Supplement”), and the Base Prospectus, dated September 28, 2012 (the “Base Prospectus” and, together with the Prospectus Supplement, the “Prospectus”), which were filed with the Securities and Exchange Commission pursuant to its Rule 424(b)(2) by Macquarie Leasing Pty Limited, as registrant (the “Registrant”), the Registrant entered into an US$ Underwriting Agreement on January 16, 2013, among RBS Securities Inc., individually and as representative of the several underwriters named therein, the Registrant, Macquarie Securities Management Pty Limited and the Issuer Trustee, for the issuance and sale of the US$ Notes. The US$ Notes have an aggregate scheduled principal balance of $500,000,000. The US$ Notes have been registered pursuant to the Securities Act of 1933, as amended, under a registration statement (the “Registration Statement”) on Form S-3, as amended (File Number: 333-181822).
Item 8.01 Other Events
On the closing date for the issuance and sale of the US$ Notes, the Registrant will cause the issuance and sale of the US$ Notes. This Current Report on Form 8-K is being filed to file the documents listed in Item 9.01(d) below, each executed in connection with the issuance and sale of the US$ Notes.
Item 9.01 Financial Statement and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Not Applicable.
(d) Exhibits:
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| Exhibit No. | | Document Description |
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1.1 | | US$ Underwriting Agreement, dated January 16, 2013, among RBS Securities Inc., individually and as representative of J.P. Morgan Securities LLC, Macquarie Capital (USA) Inc. and ANZ Securities, Inc., Macquarie Leasing Pty Limited, Macquarie Securities Management Pty Limited and Perpetual Trustee Company Limited. |
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4.2 | | SMART ABS Series 2013-1US Trust Trust Creation Deed, dated December 17, 2012, made by Perpetual Trustee Company Limited. |
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4.4 | | SMART ABS Series 2013-1US Trust General Security Deed, dated December 17, 2012, among Macquarie Securities Management Pty Limited, Perpetual Trustee Company Limited, The Bank of New York Mellon and P.T. Limited. |
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4.5 | | SMART ABS Series 2013-1US Trust US$ Note Trust Deed (including a form of US$ Note Terms and Conditions), dated January 9, 2013, among The Bank of New York Mellon, Macquarie Leasing Pty Limited, Macquarie Securities Management Pty Limited and Perpetual Trustee Company Limited. |
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4.6 | | SMART ABS Series 2013-1US Trust Series Supplement, dated January 8, 2013, among Macquarie Securities Management Pty Limited, Perpetual Trustee Company Limited, Macquarie Bank Limited and Macquarie Leasing Pty Limited. |
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8.1 | | Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding certain tax matters (including consent of such firm). |
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8.2 | | Opinion of Allen & Overy regarding certain tax matters (including consent of such firm). |
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10.2 | | SMART ABS Series 2013-1US Trust Agency Agreement, dated January 9, 2013, among The Bank of New York Mellon, Macquarie Securities Management Pty Limited and Perpetual Trustee Company Limited. |
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10.3 | | SMART ABS Series 2013-1US Trust Currency Swap Agreement relating to the US$ Notes (including the Schedule and Credit Support Annex as defined in that agreement), dated as of January 9, 2013, among Australia and New Zealand Banking Group Limited, Perpetual Trustee Company Limited and Macquarie Securities Management Pty Limited, together with an executed copy of each Confirmation relating to such agreement, to be effective on January 23, 2013. |
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10.4 | | SMART ABS Series 2013-1US Trust Fixed Rate Swap Agreement (including the Schedule and Credit Support Annex as defined in that agreement), dated January 9, 2013, among Macquarie Bank Limited, Perpetual Trustee Company Limited and Macquarie Securities Management Pty Limited, together with an executed copy of the Confirmation relating to such agreement, to be effective on January 23, 2013. |
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10.5 | | SMART ABS Series 2013-1US Trust Regulation AB Compliance Agreement, dated January 9, 2013, among Perpetual Trustee Company Limited, Macquarie Securities Management Pty Limited, Macquarie Leasing Pty Limited, Macquarie Bank Limited, Australia and New Zealand Banking Group Limited and The Bank of New York Mellon. |
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23.1 | | Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 8.1 hereof.) |
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23.2 | | Consent of Allen & Overy (included in Exhibits 8.2 and 99.1 hereof). |
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99.1 | | Opinion of Allen & Overy regarding enforcement of foreign judgments (including consent of such firm). |
SIGNATURE
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 thereunto duly authorized.
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| MACQUARIE LEASING PTY LIMITED | | |
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By: | | /s/ Karleen Munns | | |
| | Name: | | Karleen Munns | | |
| | Title: | | Director | | |
Date: January16, 2013
EXHIBITS INDEX
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| Exhibit No. | | Document Description |
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| 1.1 | | US$ Underwriting Agreement, dated January 16, 2013, among RBS Securities Inc., individually and as representative of J.P. Morgan Securities LLC, Macquarie Capital (USA) Inc. and ANZ Securities, Inc., Macquarie Leasing Pty Limited, Macquarie Securities Management Pty Limited and Perpetual Trustee Company Limited. |
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| 4.2 | | SMART ABS Series 2013-1US Trust Trust Creation Deed, dated December 17, 2012, made by Perpetual Trustee Company Limited. |
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| 4.4 | | SMART ABS Series 2013-1US Trust General Security Deed, dated December 17, 2012, among Macquarie Securities Management Pty Limited, Perpetual Trustee Company Limited, The Bank of New York Mellon and P.T. Limited. |
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| 4.5 | | SMART ABS Series 2013-1US Trust US$ Note Trust Deed (including a form of US$ Note Terms and Conditions), dated January 9, 2013, among The Bank of New York Mellon, Macquarie Leasing Pty Limited, Macquarie Securities Management Pty Limited and Perpetual Trustee Company Limited. |
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| 4.6 | | SMART ABS Series 2013-1US Trust Series Supplement, dated January 8, 2013, among Macquarie Securities Management Pty Limited, Perpetual Trustee Company Limited, Macquarie Bank Limited and Macquarie Leasing Pty Limited. |
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| 8.1 | | Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding certain tax matters. |
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| 8.2 | | Opinion of Allen & Overy regarding certain tax matters. |
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| 10.2 | | SMART ABS Series 2013-1US Trust Agency Agreement, dated January 9, 2013, among The Bank of New York Mellon, Macquarie Securities Management Pty Limited and Perpetual Trustee Company Limited. |
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| 10.3 | | SMART ABS Series 2013-1US Trust Currency Swap Agreement relating to the US$ Notes (including the Schedule and Credit Support Annex as defined in that agreement), dated as of January 9, 2013, among Australia and New Zealand Banking Group Limited, Perpetual Trustee Company Limited and Macquarie Securities Management Pty Limited, together with an executed copy of each Confirmation relating to such agreement, to be effective on January 23, 2013. |
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| 10.4 | | SMART ABS Series 2013-1US Trust Fixed Rate Swap Agreement (including the Schedule and Credit Support Annex as defined in that agreement), dated January 9, 2013, among Macquarie Bank Limited, Perpetual Trustee Company Limited and Macquarie Securities Management Pty Limited, together with an executed copy of the Confirmation relating to such agreement, to be effective on January 23, 2013. |
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| 10.5 | | SMART ABS Series 2013-1US Trust Regulation AB Compliance Agreement, dated January 9, 2013, among Perpetual Trustee Company Limited, Macquarie Securities Management Pty Limited, Macquarie Leasing Pty Limited, Macquarie Bank Limited, Australia and New Zealand Banking Group Limited and The Bank of New York Mellon. |
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| 23.1 | | Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 8.1 hereof.) |
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| 23.2 | | Consent of Allen & Overy (included in Exhibits 8.2 and 99.1 hereof). |
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| 99.1 | | Opinion of Allen & Overy regarding enforcement of foreign judgments. |
