SEC Info℠  
    Home      Search      My Interests      Help      Sign In      Please Sign In

Verizon ABS II LLC, et al. – ‘8-K’ for 11/4/21

On:  Thursday, 11/4/21, at 12:24pm ET   ·   For:  11/4/21   ·   Accession #:  929638-21-1299   ·   File #s:  333-253034, -01

Previous ‘8-K’:  ‘8-K’ on / for 11/4/21   ·   Next:  ‘8-K’ on / for 11/8/21   ·   Latest:  ‘8-K’ on / for 4/23/24   ·   34 References:   

Find Words in Filings emoji
 		  in    Show  and   ↓Hints

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/04/21  Verizon ABS II LLC                8-K:1,9    11/04/21    4:2.1M                                   Bingham McCutchen LLP/FA
          Verizon Master Trust

Asset-Backed Securities (ABS)

Asset Class:  Other   ·   Sponsor:  Cellco Partnership   ·   Depositor:  Verizon ABS II LLC

Current Report   —   Form 8-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     32K 
 2: EX-4.2      Indenture                                           HTML    347K 
 3: EX-10.7     Series 2021-2 Account Control Agreement             HTML     70K 
 4: EX-99.1     Omnibus Amendment                                   HTML   1.13M

‘8-K’   —   Current Report

This is an HTML Document rendered as filed.  [ Alternative Formats ]

 C: 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  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):  November 4, 2021
 
VERIZON MASTER TRUST
(Exact name of Issuing Entity as specified in its charter)
Commission File Number: 333-253034-01
Central Index Key: 0001844964
 
VERIZON ABS II LLC
(Exact name of Depositor/Registrant as specified in its charter)
Central Index Key: 0001836995

Delaware
333-253034
23-2259884
(State or Other Jurisdiction of Incorporation of Registrant)
(Commission File Number of Registrant)
(IRS Employer Identification No. of Registrant)

CELLCO PARTNERSHIP
(Exact name of Sponsor as specified in its charter)
Central Index Key: 0001175215

One Verizon Way
Basking Ridge, New Jersey
  
07920
(Address of principal executive offices)
  
(Zip Code)

Registrant’s telephone number, including area code: (212) 395-1000
 
Not Applicable
(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))
 

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class
  
Trading Symbol(s)
  
Name of each exchange on which registered
Not applicable
  
Not applicable
  
Not applicable

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company   [   ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
[   ]

Item 1.01                          Entry into a Material Definitive Agreement.
 
On November 4, 2021, Verizon Master Trust (the “Trust”) issued (i) Class A Asset-Backed Notes with an initial note balance of $1,246,700,000; (ii) Class B Asset-Backed Notes with an initial note balance of $76,300,000; and (iii) Class C Asset-Backed Notes with an initial note balance of $77,000,000 (collectively, the “Notes”).  This Current Report on Form 8-K is being filed to file executed copies of the Indenture, Series 2021-2 Account Control Agreement and Omnibus Amendment No. 1 to the Master Collateral Agency and Intercreditor Agreement, the Originator Receivables Transfer Agreement, the Additional Transferor Receivables Transfer Agreement and the Transfer and Servicing Agreement (as listed below) executed in connection with the issuance of the Notes.
Item 9.01.                          Financial Statements and Exhibits.

 (a)
Not applicable.


(b)
Not applicable.


(c)
Not applicable.


(d)
Exhibits:

Exhibit No.                          Description


 1.1
Underwriting Agreement, dated as of October 28, 2021, among the Trust, Cellco Partnership d/b/a Verizon Wireless (“Cellco”) and RBC Capital Markets, LLC, BofA Securities, Inc., MUFG Securities Americas Inc. and TD Securities (USA) LLC, acting on behalf of themselves and as representatives of the several underwriters named in the agreement.*



4.1
Master Collateral Agency and Intercreditor Agreement, dated as of May 25, 2021, among the Trust, U.S. Bank National Association, as master collateral agent (the “Master Collateral Agent”), Cellco, as servicer, and the creditor representatives from time to time party thereto.**


4.2
Indenture, dated as of November 4, 2021, between the Trust and U.S. Bank National Association, as indenture trustee and note paying agent.


10.1
Amended and Restated Trust Agreement, dated as of May 25, 2021, between Verizon ABS II LLC, as depositor (the “Depositor”) and Wilmington Trust, National Association, as owner trustee.**


10.2
Originator Receivables Transfer Agreement, dated as of May 25, 2021, between the originators party thereto from time to time and the Depositor.**


10.3
Additional Transferor Receivables Transfer Agreement, dated as of May 25, 2021, among Verizon DPPA Master Trust, Cellco, as servicer, and the Depositor.**


10.4
Transfer and Servicing Agreement, dated as of May 25, 2021, among the Trust, the Depositor and Cellco, as servicer, marketing agent and custodian.**


10.5
Administration Agreement, dated as of May 25, 2021, between the Trust and Cellco, as administrator.**


10.6
Account Control Agreement, dated as of May 25, 2021, among the Trust, as grantor, U.S. Bank National Association, as secured party, and U.S. Bank National Association, as financial institution.**


10.7
Series 2021-2 Account Control Agreement, to be dated as of November 4, 2021, among the Trust, as grantor, U.S. Bank National Association, as secured party, and U.S. Bank National Association, as financial institution.


10.8
Parent Support Agreement, dated as of May 25, 2021, by Verizon Communications Inc. and accepted and acknowledged by the Depositor, the Trust and the Master Collateral Agent.**





10.9
Asset Representations Review Agreement, dated as of May 25, 2021, among the Trust, Cellco, as servicer and Pentalpha Surveillance LLC, as asset representations reviewer.*


36.1
Depositor Certification, dated October 28, 2021, for shelf offerings of asset-backed securities.*


99.1
Omnibus Amendment No. 1 to the Master Collateral Agency and Intercreditor Agreement, the Originator Receivables Transfer Agreement, the Additional Transferor Receivables Transfer Agreement and the Transfer and Servicing Agreement, dated as of November 4, 2021, among the Trust, the Master Collateral Agent, the originators then party to the Originator Receivables Transfer Agreement, the Depositor, Verizon DPPA Master Trust, and Cellco, as servicer, marketing agent, custodian and administrator.
_________
*   Previously filed on Form 8-K on November 1, 2021.
** Previously filed on Form 8-K on May 25, 2021.
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.

VERIZON ABS II LLC

By:    /s/ Kee Chan Sin                     
Name:  Kee Chan Sin
Title:    Chief Financial Officer

Date:  November 4, 2021

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
Filed on / For Period end:11/4/218-K
11/1/2110-D,  424B5,  8-K
5/25/218-K
 List all Filings 

32 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/23/24  Verizon ABS II LLC                8-K:1,9     4/23/24    4:1M                                     Bingham McCutchen LLP/FA
 4/18/24  Verizon ABS II LLC                8-K:1,8,9   4/16/24    6:1.2M                                   Bingham McCutchen LLP/FA
 4/01/24  Verizon ABS II LLC                SF-3                  12:4.3M                                   Bingham McCutchen LLP/FA
 3/28/24  Verizon Master Trust              10-K       12/31/23    7:271K                                   Bingham McCutchen LLP/FA
 1/18/24  Verizon ABS II LLC                8-K:1,9     1/18/24    3:627K                                   Bingham McCutchen LLP/FA
 1/11/24  Verizon ABS II LLC                8-K:1,8,9   1/09/24    6:1.1M                                   Bingham McCutchen LLP/FA
11/20/23  Verizon ABS II LLC                8-K:1,8,9  11/20/23    3:632K                                   Bingham McCutchen LLP/FA
11/14/23  Verizon ABS II LLC                8-K:1,8,9  11/09/23    6:1.1M                                   Bingham McCutchen LLP/FA
 9/20/23  Verizon ABS II LLC                8-K:1,9     9/20/23    3:633K                                   Bingham McCutchen LLP/FA
 9/14/23  Verizon ABS II LLC                8-K:1,9     9/12/23    6:1.1M                                   Bingham McCutchen LLP/FA
 6/30/23  Verizon ABS II LLC                8-K:1,9     6/30/23    3:694K                                   Bingham McCutchen LLP/FA
 6/29/23  Verizon ABS II LLC                8-K:1,9     6/27/23    6:1.3M                                   Bingham McCutchen LLP/FA
 4/25/23  Verizon ABS II LLC                8-K:1,9     4/25/23    3:579K                                   Bingham McCutchen LLP/FA
 4/20/23  Verizon ABS II LLC                8-K:1,9     4/18/23    6:1.1M                                   Bingham McCutchen LLP/FA
 3/30/23  Verizon Master Trust              10-K       12/31/22    7:275K                                   Bingham McCutchen LLP/FA
 1/26/23  Verizon ABS II LLC                8-K:1,9     1/26/23    3:635K                                   Bingham McCutchen LLP/FA
 1/24/23  Verizon ABS II LLC                8-K:1,9     1/24/23    6:1.1M                                   Bingham McCutchen LLP/FA
11/23/22  Verizon ABS II LLC                8-K:1,9    11/23/22    3:712K                                   Bingham McCutchen LLP/FA
11/21/22  Verizon ABS II LLC                8-K:1,9    11/17/22    6:1.2M                                   Bingham McCutchen LLP/FA
 8/11/22  Verizon ABS II LLC                8-K:1,9     8/11/22    6:2M                                     Bingham McCutchen LLP/FA
 8/11/22  Verizon ABS II LLC                8-K:1,9     8/11/22    6:2M                                     Bingham McCutchen LLP/FA
 8/04/22  Verizon ABS II LLC                8-K:1,9     8/02/22    8:2.1M                                   Bingham McCutchen LLP/FA
 8/04/22  Verizon ABS II LLC                8-K:1,9     8/02/22    8:2.2M                                   Bingham McCutchen LLP/FA
 5/25/22  Verizon ABS II LLC                8-K:1,9     5/19/22    4:755K                                   Bingham McCutchen LLP/FA
 5/25/22  Verizon ABS II LLC                8-K:1,9     5/25/22    4:766K                                   Bingham McCutchen LLP/FA
 5/23/22  Verizon ABS II LLC                8-K:1,9     5/19/22    7:1.2M                                   Bingham McCutchen LLP/FA
 5/23/22  Verizon ABS II LLC                8-K:1,9     5/19/22    7:1.2M                                   Bingham McCutchen LLP/FA
 3/30/22  Verizon Master Trust              10-K       12/31/21    7:234K                                   Bingham McCutchen LLP/FA
 1/25/22  Verizon ABS II LLC                8-K:1,9     1/25/22    4:781K                                   Bingham McCutchen LLP/FA
 1/25/22  Verizon ABS II LLC                8-K:1,9     1/25/22    4:781K                                   Bingham McCutchen LLP/FA
 1/21/22  Verizon ABS II LLC                8-K:1,9     1/19/22    7:1.2M                                   Bingham McCutchen LLP/FA
 1/21/22  Verizon ABS II LLC                8-K:1,9     1/19/22    7:1.2M                                   Bingham McCutchen LLP/FA

2 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/01/21  Verizon ABS II LLC                8-K:1,9    10/28/21    7:2.5M                                   Bingham McCutchen LLP/FA
 5/25/21  Verizon ABS II LLC                8-K:1,9     5/25/21   12:2.8M                                   Bingham McCutchen LLP/FA
↑Top
Filing Submission 0000929638-21-001299   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help — Mon., Apr. 29, 10:33:22.2pm ET