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As Of Filer Filing For·On·As Docs:Size Issuer Agent 1/26/17 Ally Auto Assets LLC 8-K:1,8,9 1/24/17 13:2.0M Donnelley … Solutions/FA Ally Auto Receivables Trust 2017-1 |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 27K 8: EX-36.1 ABS - Depositor Certification for Shelf Offerings HTML 9K 2: EX-1.1 Underwriting Agreement HTML 107K 3: EX-4.1 Indenture HTML 496K 4: EX-4.2 Trust Agreement HTML 226K 5: EX-4.3 Pooling Agreement HTML 87K 6: EX-5.1 Opinion of Counsel of Kirkland & Ellis LLP HTML 22K 7: EX-8.1 Opinion of Counsel of Kirkland & Ellis LLP HTML 22K 9: EX-99.1 Trust Sale Agreement HTML 92K 10: EX-99.2 Custodian Agreement HTML 30K 11: EX-99.3 Administration Agreement HTML 53K 12: EX-99.4 Servicing Agreement HTML 279K 13: EX-99.5 Asset Representations Review Agreement HTML 108K
| Form 8-K |
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) January 24, 2017
Ally Auto Receivables Trust 2017-1
(Issuing Entity with respect to Securities)
Ally Auto Assets LLC
(Depositor with respect to Securities)
Ally Bank
(Sponsor with respect to Securities)
| Delaware | 333-204844-04 | 35-7144711 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
| Ally Auto Assets LLC 500 Woodward Avenue |
48226 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s Telephone Number, including area code: (866) 710-4623
(Former name or 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 and 8.01. | Entry into a Material Definitive Agreement and Other Events |
Ally Auto Assets LLC (“Ally Auto”) has registered an issuance of $22,523,500,297.91 in principal amount of asset backed notes on Form SF-3 (Registration File No. 333-204844) under the Securities Act of 1933, as amended (the “Act”), filed on June 9, 2015, as amended by Pre-Effective Amendment No. 1 on August 14, 2015, by Pre-Effective Amendment No. 2 on September 24, 2015, by Pre-Effective Amendment No. 3 on October 22, 2015, by Pre-Effective Amendment No. 4 on October 30, 2015 and by Pre-Effective Amendment No. 5 on November 6, 2015 (as amended, the “Registration Statement”).
On January 24, 2017, Ally Auto and Ally Bank (the “Sponsor”) entered into an Underwriting Agreement with Citigroup Global Markets Inc., Credit Agricole Securities (USA) and J.P. Morgan Securities LLC Inc., as representatives of the several underwriters named therein (collectively, the “Underwriters”), for the issuance and sale of an amount of certain asset backed notes of Ally Auto Receivables Trust 2017-1 (the “Issuing Entity”) in the following classes: (i) the Class A-1 Asset Backed Notes (the “Class A-1 Notes”), (ii) the Class A-2 Asset Backed Notes (the “Class A-2 Notes”), (iii) the Class A-3 Asset Backed Notes (the “Class A-3 Notes”), (iv) the Class A-4 Asset Backed Notes (the “Class A-4 Notes” and together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Class A Notes”), (v) the Class B Asset Backed Notes (the “Class B Notes”), (vi) the Class C Asset Backed Notes (the “Class C Notes”) and (vii) the Class D Asset Backed Notes (the “Class D Notes” and together with the Class A Notes, the Class B Notes and the Class C Notes, the “Offered Notes”). The retained Class A-1 Asset Backed Notes (the “Class A-1 RR Notes”), the retained Class A-2 Asset Backed Notes (the “Class A-2 RR Notes”), the retained Class A-3 Asset Backed Notes (the “Class A-3 RR Notes”), the retained Class A-4 Asset Backed Notes (the “Class A-4 RR Notes” and together with the Class A-1 RR Notes, the Class A-2 RR Notes and the Class A-3 RR Notes, the “Class A RR Notes”), the retained Class B Asset Backed Notes (the “Class B RR Notes”), the retained Class C Asset Backed Notes (the “Class C RR Notes”) and the retained Class D Asset Backed Notes (the “Class D RR Notes” and collectively with the Class A RR Notes, the Class B RR Notes and the Class C RR Notes, the “Retained Notes,” and the Retained Notes together with the Offered Notes, the “Notes”) will also be issued by the Issuing Entity. The Offered Notes have an aggregate principal balance of $1,055,980,000. Only the Offered Notes have been registered pursuant to the Act under the Registration Statement. The Retained Notes will be initially retained or held by the Depositor or a majority-owned affiliate of the Sponsor. The Certificates of the Issuing Entity will be initially retained or held by the Depositor or a majority-owned affiliate of the Sponsor or up to 95% of the Certificates will be 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 January 31, 2017 (the “Closing Date”).
This Current Report on Form 8-K is being filed to satisfy an undertaking to file copies of certain agreements executed in connection with the issuance of the Notes, the forms of which were filed as Exhibits to the Registration Statement.
The Notes will be issued pursuant to an Indenture attached hereto as Exhibit 4.1, to be dated as of the Closing Date between the Issuing Entity and Deutsche Bank Trust Company Americas, as Indenture Trustee.
The Notes evidence indebtedness of the Issuing Entity, the assets of which will consist primarily of motor vehicle retail instalment sale contracts (the “Receivables”) secured by new and used automobiles and light duty trucks financed thereby.
On the Closing Date, the Receivables will have the characteristics described in the Prospectus, dated as of January 24, 2017, filed with the Commission pursuant to Rule 424(b)(5) of the Act on January 25, 2017.
Legal opinions of Kirkland & Ellis LLP are attached as Exhibit 5.1 and Exhibit 8.1.
| Item 9.01. | Exhibits |
| Exhibit 1.1 | Underwriting Agreement, dated as of January 24, 2017, by and among Ally Bank, Ally Auto Assets LLC and Citigroup Global Markets Inc., Credit Agricole Securities (USA) and J.P. Morgan Securities LLC Inc., as representatives of the underwriters named therein. | |
| Exhibit 4.1 | Indenture between Ally Auto Receivables Trust 2017-1 and Deutsche Bank Trust Company Americas, as Indenture Trustee, to be dated as of January 31, 2017. | |
| Exhibit 4.2 | Trust Agreement among Ally Auto Assets LLC, as Depositor, BNY Mellon Trust of Delaware, as Owner Trustee, and the Paying Agent, to be dated as of January 31, 2017. | |
| Exhibit 4.3 | Pooling Agreement between Ally Bank, as Seller, and Ally Auto Assets LLC, to be dated as of January 31, 2017. | |
| Exhibit 5.1 | Opinion of Counsel of Kirkland & Ellis LLP, dated as of January 25, 2017. | |
| Exhibit 8.1 | Opinion of Counsel of Kirkland & Ellis LLP, dated as of January 25, 2017. | |
| Exhibit 36.1 | Depositor Certification for shelf offerings of asset-backed securities. | |
| Exhibit 99.1 | Trust Sale Agreement between Ally Auto Assets LLC, as Depositor, and Ally Auto Receivables Trust 2017-1, as Issuing Entity, to be dated as of January 31, 2017. | |
| Exhibit 99.2 | Custodian Agreement between Ally Financial Inc., as Custodian, and Ally Auto Assets LLC, as Depositor, to be dated as of January 31, 2017. | |
| Exhibit 99.3 | Administration Agreement among Ally Auto Receivables Trust 2017-1, as Issuing Entity, Ally Financial Inc., as Administrator, and Deutsche Bank Trust Company Americas, as Indenture Trustee, to be dated as of January 31, 2017. | |
| Exhibit 99.4 | Servicing Agreement among Ally Financial Inc., as Servicer, Ally Auto Assets LLC, as Depositor, and Ally Auto Receivables Trust 2017-1, as Issuing Entity, to be dated as of January 31, 2017. | |
| Exhibit 99.5 | Asset Representations Review Agreement among Ally Auto Receivables Trust 2017-1, as Issuing Entity, Ally Bank, as Sponsor, and Clayton Fixed Income Services LLC, as Asset Representations Reviewer, to be dated as of January 31, 2017. | |
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.
| ALLY AUTO ASSETS LLC | ||||||
| By: | /s/ M. T. St. Charles | |||||
| Name: | M. T. St. Charles | |||||
| Title: | Vice President | |||||
Dated: January 25, 2017
| Exhibit No. |
Description | |
| Exhibit 1.1 | Underwriting Agreement, dated as of January 24, 2017, by and among Ally Bank, Ally Auto Assets LLC and Citigroup Global Markets Inc., Credit Agricole Securities (USA) and J.P. Morgan Securities LLC Inc., as representatives of the underwriters named therein. | |
| Exhibit 4.1 | Indenture between Ally Auto Receivables Trust 2017-1 and Deutsche Bank Trust Company Americas, as Indenture Trustee, to be dated as of January 31, 2017. | |
| Exhibit 4.2 | Trust Agreement among Ally Auto Assets LLC, as Depositor, BNY Mellon Trust of Delaware, as Owner Trustee, and the Paying Agent, to be dated as of January 31, 2017. | |
| Exhibit 4.3 | Pooling Agreement between Ally Bank, as Seller, and Ally Auto Assets LLC, to be dated as of January 31, 2017. | |
| Exhibit 5.1 | Opinion of Counsel of Kirkland & Ellis LLP, dated as of January 25, 2017. | |
| Exhibit 8.1 | Opinion of Counsel of Kirkland & Ellis LLP, dated as of January 25, 2017. | |
| Exhibit 36.1 | Depositor Certification for shelf offerings of asset-backed securities. | |
| Exhibit 99.1 | Trust Sale Agreement between Ally Auto Assets LLC, as Depositor, and Ally Auto Receivables Trust 2017-1, as Issuing Entity, to be dated as of January 31, 2017. | |
| Exhibit 99.2 | Custodian Agreement between Ally Financial Inc., as Custodian, and Ally Auto Assets LLC, as Depositor, to be dated as of January 31, 2017. | |
| Exhibit 99.3 | Administration Agreement among Ally Auto Receivables Trust 2017-1, as Issuing Entity, Ally Financial Inc., as Administrator, and Deutsche Bank Trust Company Americas, as Indenture Trustee, to be dated as of January 31, 2017. | |
| Exhibit 99.4 | Servicing Agreement among Ally Financial Inc., as Servicer, Ally Auto Assets LLC, as Depositor, and Ally Auto Receivables Trust 2017-1, as Issuing Entity, to be dated as of January 31, 2017. | |
| Exhibit 99.5 | Asset Representations Review Agreement among Ally Auto Receivables Trust 2017-1, as Issuing Entity, Ally Bank, as Sponsor, and Clayton Fixed Income Services LLC, as Asset Representations Reviewer, to be dated as of January 31, 2017. | |
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 1/31/17 | ||||
| Filed on: | 1/26/17 | 10-D, 424B5 | ||
| 1/25/17 | ||||
| For Period End: | 1/24/17 | FWP | ||
| 11/6/15 | CORRESP, SF-3/A | |||
| 10/30/15 | SF-3/A | |||
| 10/22/15 | 10-D, CORRESP, SF-3/A | |||
| 9/24/15 | CORRESP, SF-3/A | |||
| 8/14/15 | CORRESP, SF-3/A | |||
| 6/9/15 | SF-3 | |||
| List all Filings | ||||