8-K 1 a8k.htm
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): March 15, 2017

BMW VEHICLE LEASE TRUST 2017-1
(Exact name of Issuing Entity as specified in its charter)
 
BMW AUTO LEASING LLC
(Exact name of Depositor as specified in its charter)
 
BMW FINANCIAL SERVICES NA, LLC
(Exact name of Sponsor as specified in its charter)
 
FINANCIAL SERVICES VEHICLE TRUST
(Exact name of co-registrant as specified in its charter)
 
 
Delaware
333-205553-04
22-2013053
(State or Other Jurisdiction of Incorporation)
(Commission
File Number)
(I.R.S. Employer Identification No.)
     
300 Chestnut Ridge Road
Woodcliff Lake, NJ 07677
(Address of Principal Executive Offices)
(Zip Code)
     
Registrant’s telephone number, including area code (201) 307-4000

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 1.01Entry Into a Material Definitive Agreement
 
On or about March 22, 2017, BMW Auto Leasing LLC (“BMW LLC”) will transfer a special unit of beneficial interest in certain vehicle leases and the related leased vehicles (the “SUBI”) to BMW Vehicle Lease Trust 2017-1 (the “Trust”).  The Trust will grant a security interest in the SUBI to U.S. Bank National Association, and issue: (i) Class A-1 Asset-Backed Notes in the aggregate original principal amount of $175,000,000; (ii) Class A-2 Asset-Backed Notes in the aggregate original principal amount of $375,000,000; (iii) Class A-3 Asset-Backed Notes in the aggregate original principal amount of $360,000,000; and (iv) Class A-4 Asset-Backed Notes in the aggregate original principal amount of $90,000,000 (collectively, the “Notes”).  This Current Report on Form 8-K is being filed to file executed copies of the Underwriting Agreement and Depositor Certification and forms of the Indenture, 2017-1 SUBI Servicing Supplement, Vehicle Trust Supplement, SUBI Certificate Transfer Agreement, Issuer SUBI Certificate Transfer Agreement, Amended and Restated Trust Agreement, Issuer Administration Agreement,  Back-Up Security Agreement, Asset Representations Review Agreement and Control Agreement (as listed below) to be executed in connection with the issuance of the Notes.
 
Item 9.01Financial Statements and Exhibits
 
(a)
Not applicable.

(b)
Not applicable.

(c)
Not applicable.

(d)
Exhibits:

1.1
Underwriting Agreement, dated March 15, 2017, among BMW Financial Services NA, LLC (“BMW FS”), BMW LLC and Barclays Capital Inc., on behalf of itself and as representative of the several underwriters named therein.

4.1
Indenture, to be dated as of March 22, 2017, between the Trust and U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”).

10.2
2017-1 Vehicle Trust Supplement, to be dated as of March 22, 2017, between BMW Manufacturing L.P., as grantor and UTI Beneficiary (“BMW LP”), and BNY Mellon Trust of Delaware, formerly known as The Bank of New York (Delaware), as vehicle trustee.

10.4
2017-1 SUBI Servicing Supplement, to be dated as of March 22, 2017, among BMW FS, as servicer, Financial Services Vehicle Trust, as vehicle trust (“FSVT”), and BMW LP, as UTI Beneficiary, to the Basic Servicing Agreement, dated as of August 30, 1995, among FSVT, BMW LP and BMW FS.



10.5
SUBI Certificate Transfer Agreement, to be dated as of March 22, 2017, between BMW LP, as transferor, and BMW LLC, as transferee.

10.6
Issuer SUBI Certificate Transfer Agreement, to be dated as of March 22, 2017, between BMW LLC, as transferor, and the Trust, as transferee.

10.7
Amended and Restated Trust Agreement, to be dated as of March 22, 2017, between BMW LLC and Wilmington Trust, National Association, as owner trustee.

10.8
Issuer Administration Agreement, to be dated as of March 22, 2017, among BMW FS, as administrator, the Trust, BMW LLC, as transferor, and the Indenture Trustee.

10.9
Back-Up Security Agreement, to be dated as of March 22, 2017, among FSVT, BMW LP, BMW LLC, the Trust and the Indenture Trustee.

10.10
Asset Representations Review Agreement, to be dated as of March 22, 2017, among BMW FS, the Trust and Clayton Fixed Income Services, LLC, as asset representations reviewer.

10.11
Control Agreement, to be dated as of March 22, 2017, among BMW LLC, as transferor, the Trust, as initial-secured party and U.S. Bank National Association, as Indenture Trustee and as assignee-secured party.

36.1
Depositor Certification, dated March 15, 2017 for shelf offerings of asset-backed securities.


SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
 


BMW VEHICLE LEASE TRUST 2017-1
 
By:      BMW Financial Services NA, LLC,
as Administrator
 
 
By: /s/ Ritu Chandy                                                            
Name:            Ritu Chandy
Title:            Vice President – Finance & CFO
 
 
By: /s/ Stefan Glebke                                                                  
Name:            Stefan Glebke
Title:            Treasurer
FINANCIAL SERVICES VEHICLE TRUST
 
By:      BMW Financial Services NA, LLC,
as Servicer
 
 
By: /s/ Ritu Chandy                                                      
Name:            Ritu Chandy
Title:            Vice President – Finance & CFO
 
 
By: /s/ Stefan Glebke                                                 
Name:            Stefan Glebke
Title:            Treasurer



BMW AUTO LEASING LLC

By:  BMW Financial Services NA, LLC,
as Managing Member


By: /s/ Ritu Chandy                                                                                                      
Name:   Ritu Chandy
Title:   Vice President – Finance & CFO

By: /s/ Stefan Glebke                                                    
Name: Stefan Glebke
Title: Treasurer
 

 
Dated: March 17, 2017