FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report: September 18, 2003
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(Date of earliest event reported)
TOYOTA AUTO FINANCE RECEIVABLES LLC ON BEHALF OF THE
TOYOTA AUTO RECEIVABLES 2003-B OWNER TRUST
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(Exact name of registrant as specified in its charter)
DELAWARE 333-103406 95-4836519
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
19001 S. Western Avenue, EF 12
Torrance, California 90509
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(Address of principal executive offices)
Registrant's telephone number, including area code: (310) 468-7333
ITEM 5. OTHER EVENTS
On September 18, 2003, Toyota Auto Finance Receivables LLC ("TAFR LLC") and
Toyota Motor Credit Corporation ("TMCC") entered into that certain Receivables
Purchase Agreement dated as of September 1, 2003 (the "Receivables Purchase
Agreement"), pursuant to which TMCC transferred to TAFR LLC certain retail
installment sales contracts relating to certain new and used automobiles and
light duty trucks (the "Receivables") and related property.
On September 18, 2003, the Toyota Auto Receivables 2003-B Owner Trust, a
Delaware statutory trust created pursuant to that certain Amended and Restated
Trust Agreement dated as of September 1, 2003 (the "Trust Agreement"), by and
among TAFR LLC, as depositor, U.S. Bank Trust National Association, as owner
trustee (the "Trust"), TAFR LLC, as seller, and TMCC, as servicer, entered into
that certain Sale and Servicing Agreement dated as of September 1, 2003 (the
"Sale and Servicing Agreement"), pursuant to which the Receivables and related
property were transferred to the Trust.
On September 18, 2003, the Trust caused the issuance, pursuant to that
certain Indenture dated as of September 1, 2003 (the "Indenture"), by and
between the Trust, as issuer, and The Bank of New York, as indenture trustee and
securities intermediary, and pursuant to the Sale and Servicing Agreement, of
the Notes, issued in the following classes: Class A-1, Class A-2, Class A-3 and
Class A-4 (collectively, the "Notes").
On September 18, 2003, the Trust, TMCC as administrator, The Bank of New
York as indenture trustee and U.S. Bank Trust National Association as owner
trustee entered into that certain Administration Agreement (the "Administration
Agreement"), pursuant to which TMCC agreed to perform certain duties of the
Issuer, the Owner Trustee and the Indenture Trustee.
On September 18, 2003, the Trust entered into that certain ISDA Master
Agreement (the "Master Agreement") dated as of September 18, 2003, a Schedule to
the Swap Agreement dated as of September 18, 2003 (the "Schedule") and a Class
A-3 Confirmation to the Swap Agreement dated as of September 18, 2003 (the
"Class A-3 Confirmation," and together with the Master Agreement and the
Schedule, the "Swap Agreement"), collectively embodying an interest rate swap
between the Trust and TMCC, as swap counterparty.
On September 18, 2003, the Trust, as assignor, The Bank of New York, as
assignee, and TMCC, as swap counterparty, entered into that certain Assignment
of the Swap Agreement dated as of September 18, 2003 (the "Assignment"),
pursuant to which the Trust assigned its interest in the Swap Agreement to The
Bank of New York, as the Indenture Trustee.
On September 18, 2003, $479,000,000 of the Class A-2 Notes, $554,000,000 of
the Class A-3 Notes and $238,000,000 of the Class A-4 Notes were sold to Banc
One Capital Markets, Inc., Deutsche Bank Securities Inc., Guzman & Company,
Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan
Stanley & Co. Incorporated, Salomon Smith Barney Inc. and The Williams Capital
Group, L.P., as underwriters (the "Underwriters"), pursuant to an Underwriting
Agreement dated as of September 9, 2003, by and among TAFR LLC, TMCC and the
Underwriters. The Underwriting Agreement was filed as Exhibit 1.1 to an 8-K
filing on September 18, 2003.
On September 18, 2003, the Trust, as Issuer, and TMCC, as initial holder of
the Revolving Liquidity Note (the "Revolving Liquidity Note"), entered into that
certain Revolving Liquidity Note Agreement dated as of September 18, 2003 (the
"Revolving Liquidity Note Agreement"), pursuant to which the Trust issued the
Revolving Liquidity Note to TMCC.
The Notes have been registered pursuant to the Securities Act of 1933, as
amended, under Registration Statement on Form S-3 (Commission File Nos.
333-103406 and 333-103406-01).
Capitalized terms used herein and not defined herein have the meanings
ascribed thereto in the Sale and Servicing Agreement.
Attached as Exhibit 4.1 is the Sale and Servicing Agreement, as Exhibit 4.2
is the Indenture, as Exhibit 4.3 is the Receivables Purchase Agreement, as
Exhibit 4.4 is the Trust Agreement, as Exhibit 4.5 is the Administration
Agreement, as Exhibit 4.6 is the Master Agreement, as Exhibit 4.7 is the
Schedule to the Swap Agreement, as Exhibit 4.8 is the Class A-3 Confirmation to
the Swap Agreement, as Exhibit 4.9 is the Assignment of the Swap Agreement and
as Exhibit 4.10 is the Revolving Liquidity Note Agreement.
EXHIBIT INDEX
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) Exhibits
The exhibit number corresponds with Item 601(a) of Regulation S-K.
Exhibit No. Description
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Exhibit 4.1 Sale and Servicing Agreement dated as of September 1,
2003, by and among the Registrant, as issuer, TAFR LLC,
as seller, and TMCC, as servicer.
Exhibit 4.2 Indenture dated as of September 1, 2003, by and between
the Registrant, as issuer, and The Bank of New York, as
indenture trustee and securities intermediary.
Exhibit 4.3 Receivables Purchase Agreement dated as of September 1,
2003, by and between TAFR LLC, as purchaser, and TMCC,
as seller.
Exhibit 4.4 Amended and Restated Trust Agreement dated as of
September 1, 2003, by and between TAFR LLC, as
depositor, and U.S. Bank Trust National Association, as
owner trustee.
Exhibit 4.5 Administration Agreement dated as of September 1, 2003,
by and among the Registrant, as issuer, TMCC, as
administrator, The Bank of New York, as indenture
trustee, and U.S. Bank Trust National Association, as
owner trustee.
Exhibit 4.6 Master Agreement dated as of September 18, 2003,
between the Registrant, as issuer, and TMCC, as swap
counterparty.
Exhibit 4.7 Schedule to the Swap Agreement dated as of September
18, 2003, between the Registrant, as issuer, and TMCC,
as swap counterparty.
Exhibit 4.8 Class A-3 Confirmation to the Swap Agreement dated as
of September 18, 2003, between the Registrant, as
issuer, and TMCC, as swap counterparty.
Exhibit 4.9 Assignment of the Swap Agreement dated as of September
18, 2003, by and among the Registrant, as assignor, The
Bank of New York, as assignee, and TMCC, as swap
counterparty.
Exhibit 4.10 Revolving Liquidity Note Agreement dated as of
September 18, 2003, between the Registrant, as issuer,
and TMCC, as initial holder of the Revolving Liquidity
Note.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on behalf of the Registrant
by the undersigned thereunto duly authorized.
TOYOTA AUTO FINANCE RECEIVABLES LLC
By: /s/ John F. Stillo
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Name: John F. Stillo
Title: President
Date: September 29, 2003
EXHIBIT INDEX
Item 601(a) of Regulation S-K
Exhibit No. Description
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Exhibit 4.1 Sale and Servicing Agreement dated as of September 1,
2003, by and among the Registrant, as issuer, TAFR LLC,
as seller, and TMCC, as servicer.
Exhibit 4.2 Indenture dated as of September 1, 2003, by and between
the Registrant, as issuer, and The Bank of New York, as
indenture trustee and securities intermediary.
Exhibit 4.3 Receivables Purchase Agreement dated as of September 1,
2003, by and between TAFR LLC, as purchaser, and TMCC,
as seller.
Exhibit 4.4 Amended and Restated Trust Agreement dated as of
September 1, 2003, by and between TAFR LLC, as
depositor, and U.S. Bank Trust National Association, as
owner trustee.
Exhibit 4.5 Administration Agreement dated as of September 1, 2003,
by and among the Registrant, as issuer, TMCC, as
administrator, The Bank of New York, as indenture
trustee, and U.S. Bank Trust National Association, as
owner trustee.
Exhibit 4.6 Master Agreement dated as of September 18, 2003,
between the Registrant, as issuer, and TMCC, as swap
counterparty.
Exhibit 4.7 Schedule to the Swap Agreement dated as of September
18, 2003, between the Registrant, as issuer, and TMCC,
as swap counterparty.
Exhibit 4.8 Class A-3 Confirmation to the Swap Agreement dated as
of September 18, 2003, between the Registrant, as
issuer, and TMCC, as swap counterparty.
Exhibit 4.9 Assignment of the Swap Agreement dated as of September
18, 2003, by and among the Registrant, as assignor, The
Bank of New York, as assignee, and TMCC, as swap
counterparty.
Exhibit 4.10 Revolving Liquidity Note Agreement dated as of
September 18, 2003, between the Registrant, as issuer,
and TMCC, as initial holder of the Revolving Liquidity
Note.