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) July 17, 2013
Volkswagen Auto Lease/Loan Underwritten Funding, LLC
VW Credit Leasing, Ltd.
Volkswagen Credit, Inc.
Volkswagen Auto Lease Trust 2013-A
(Exact Names of Registrants/Sponsor/Issuing Entity as Specified in their Charters)
Delaware
(State or Other Jurisdiction of Incorporation)
| 333-185282 333-185282-03 |
11-365048-3 46-6823030 | |
| (Commission File Numbers) |
(Registrants’ I.R.S. Employer Identification Nos.) | |
| 2200 Ferdinand Porsche Drive Herndon, Virginia |
20171 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
(703) 364-7000
(Registrant’s Telephone Number, Including Area Code)
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)) |
Item 8.01. Other Events.
The Co-Registrants are filing the exhibit listed in Item 9.01(d) below in connection with the issuance of the of Class A-1 Auto Lease Asset Backed Notes, Class A-2-A Auto Lease Asset Backed Notes, Class A-2-B Auto Lease Asset Backed Notes, Class A-3 Auto Lease Asset Backed Notes and Class A-4 Auto Lease Asset Backed Notes (the “Notes”) by Volkswagen Auto Lease Trust 2013-A described in the Prospectus Supplement dated July 17, 2013.
Item 9.01. Financial Statements and Exhibits.
| (a) | Not applicable. |
| (b) | Not applicable. |
| (c) | Not applicable. |
| (d) | Exhibits. |
| Exhibit |
Document Description | |
| 5.1 | Opinion of Mayer Brown LLP with respect to legality matters | |
| 5.2 | Opinion of Richards, Layton & Finger, P.A. with respect to legality matters | |
| 8.1 | Opinion of Mayer Brown LLP with respect to tax matters | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant, Volkswagen Auto Lease/Loan Underwritten Funding, LLC, has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, LLC | ||
| By: | /s/ Martin Luedtke | |
| Name: | Martin Luedtke | |
| Title: | Treasurer | |
| By: | /s/ Lawrence S. Tolep | |
| Name: | Lawrence S. Tolep | |
| Title: | Assistant Treasurer | |
| VW CREDIT LEASING, LTD. | ||
| By: | /s/ Martin Luedtke | |
| Name: | Martin Luedtke | |
| Title: | Treasurer | |
| By: | /s/ Lawrence S. Tolep | |
| Name: | Lawrence S. Tolep | |
| Title: | Assistant Treasurer | |
Exhibit 5.1
| Mayer Brown LLP | ||
| 71 South Wacker Drive | ||
| July 24, 2013 | Chicago, Illinois 60606-4637 | |
| Main Tel (312) 782-0600 Main Fax (312) 701-7711 www.mayerbrown.com | ||
Volkswagen Auto Lease/Loan Underwritten Funding, LLC
2200 Ferdinand Porsche Drive
Herndon, VA 20171
| Re: | Volkswagen Auto Lease/Loan Underwritten Funding, LLC |
| Registration Statement on Form S-3 (No. 333-185282) |
Ladies and Gentlemen:
We have acted as special counsel to Volkswagen Auto Lease/Loan Underwritten Funding, LLC, a Delaware limited liability company (the “Transferor”), in connection with the above-captioned registration statement (the “Registration Statement”) and the offering of notes (the “Notes”) described in the final prospectus supplement dated July 17, 2013 and the base prospectus dated July 10, 2013 (together, the “Prospectus”), which have been filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Act”). As described in the Prospectus, the Notes will be issued by Volkswagen Auto Lease Trust 2013-A (the “Issuer”), a trust formed by the Transferor pursuant to a trust agreement between the Transferor, Deutsche Bank Trust Company Delaware, as owner trustee. The Notes will be issued pursuant to an indenture (the “Indenture”) between the Issuer and Citibank, N.A., as indenture trustee.
In that regard, we are generally familiar with the proceedings taken or to be taken in connection with the proposed authorization, issuance and sale of the Notes, and have examined and relied upon copies of such statutes, documents, corporate records and other instruments as we have deemed necessary or appropriate for the purposes of this opinion, including the Prospectus and current drafts of the Indenture (including the form of the Notes included as an exhibit thereto) and an amended and restated Trust Agreement.
Based on and subject to the foregoing, we are of the opinion that, with respect to the Notes, when (a) the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, (b) the Notes have been duly executed and issued by the Issuer, authenticated by the Indenture Trustee, and sold by the Transferor, and (c) payment of the agreed consideration for the Notes has been received by the Issuer, such Notes will have been duly authorized by all necessary action of the Issuer and will be legally issued and binding obligations of the Issuer and entitled to the benefits afforded by the Indenture, except as may be limited by bankruptcy, insolvency, reorganization, arrangement, moratorium or other laws relating to or affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws), and by general principles of equity, regardless of whether such matters are considered in a proceeding in equity or at law.
Mayer Brown LLP operates in combination with other Mayer Brown entities with offices in Europe and Asia
and is associated with Tauil & Chequer Advogados, a Brazilian law partnership.
MAYER BROWN LLP
Volkswagen Auto Lease/Loan Underwritten Funding, LLC
Page 2
Our opinions expressed herein are limited to the federal laws of the United States and the laws of the State of New York and the Delaware Statutory Trust Act. We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to a Form 8-K filed in connection with the Prospectus and to the use of our name therein without admitting we are “experts” within the meaning of the Act or the rules and regulations of the Commission issued thereunder, with respect to any part of the Registration Statement or the Prospectus.
| Very truly yours, |
| /s/ Mayer Brown LLP |
| Mayer Brown LLP |
AMU/LCS/CRM
[LETTERHEAD OF RICHARDS, LAYTON & FINGER, P.A.]
Exhibit 5.2
July 24, 2013
Volkswagen Auto Lease/Loan Underwritten Funding LLC
2200 Ferdinand Porsche Drive
Herndon, VA 21071
| Re: | VW Credit Leasing, Ltd. |
Ladies and Gentlemen:
We have acted as special Delaware counsel to VW Credit Leasing, Ltd., a Delaware statutory trust (the “Trust”), in connection with the transactions contemplated by the Trust Agreement, dated as of June 2, 1999 (the “Origination Trust Agreement”), by and among VW Credit, Inc. (“VCI”), as Settlor and Initial Beneficiary, U.S. Bank National Association, a national banking association (“U.S. Bank”), as successor in interest to U.S. Bank Trust National Association, as UTI Trustee (the “UTI Trustee”) and Administrative Trustee (the “Administrative Trustee”), and Wilmington Trust Company, as Delaware Trustee. This opinion is being delivered pursuant to your request. Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Trust Agreement.
We have examined originals or copies of the following documents:
| (a) | The Origination Trust Agreement; |
| (b) | A certified copy of the Certificate of Trust of the Trust, dated June 1, 1999 (the “Certificate of Trust”), as filed in the office of the Secretary of State of the State of Delaware (the “Secretary of State”) on June 2, 1999; |
| (c) | The Transaction SUBI Supplement 2013-A to Origination Trust Agreement (the “SUBI Supplement” and together with the Origination Trust Agreement, the “Trust Agreement”); |
| (d) | The Transaction SUBI 2013-A Certificate (the “SUBI Certificate”) attached to the SUBI Supplement; and |
| (e) | A Certificate of Good Standing for the Trust, dated July 24, 2013, obtained from the Secretary of State. |
Volkswagen Auto Lease/Loan Underwritten Funding LLC
July 24, 2013
Page 2
For purposes of this opinion, we have conducted no independent factual investigation of our own but rather have relied solely upon the foregoing documents, the statements and information expressly set forth therein and the additional matters recited or assumed herein, all of which we have assumed to be true, complete and accurate in all material respects.
Based upon the foregoing and upon an examination of such questions of law as we have deemed necessary or appropriate, and subject to the assumptions, exceptions and qualifications set forth herein, we advise you that, in our opinion:
1. Upon execution and delivery of the SUBI Supplement pursuant to the terms of the Origination Trust Agreement, the Trust will have the power and authority under the Trust Agreement and the Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq. (the “Act”), to execute, deliver and perform its obligations under the SUBI Certificate, and the SUBI Certificate will be duly authorized by the Trust.
2. When the SUBI Certificate has been duly authorized by all necessary trust action and has been duly executed, authenticated and delivered against payment therefor as described in the Trust Agreement and as contemplated by the Registration Statement, it will be fully paid, non-assessable and validly issued and the holder thereof shall be entitled to the benefits of the Trust Agreement.
The foregoing opinions are subject to the following exceptions, qualifications and assumptions:
A. We are admitted to practice law in the State of Delaware and we do not hold ourselves out as being experts on the law of any other jurisdiction. The foregoing opinions are limited to the laws of the State of Delaware currently in effect. We express no opinion with respect to (i) federal laws and rules and regulations relating thereto or (ii) state tax, insurance, securities or blue sky laws.
B. We have assumed (i) the due organization, formation or creation, as the case may be, and valid existence in good standing of each party (other than the Trust) to the documents examined by us under the laws of the jurisdiction governing its organization, (ii) except to the extent provided in paragraph 1 above, that each party had or will have the power and authority to execute and deliver, and to perform its obligations under, the documents examined by us, (iii) the legal capacity of natural persons who are signatories to the documents examined by us, (iv) except to the extent provided in paragraph 2 above, that each party had or will have duly authorized, executed and delivered the documents examined by us, (v) that when issued, the SUBI Certificate will contain a certificate of authentication executed by the Administrative Trustee, or an agent thereof, by manual signature, and (vi) that, upon the issuance of the SUBI Certificate, the Trust Agreement will constitute the entire agreement among the parties thereto with respect to the subject matter thereof, including, without limitation, the creation, operation and termination of the Trust, and that the Trust Agreement and the Certificate of Trust will be in full force and effect.
Volkswagen Auto Lease/Loan Underwritten Funding LLC
July 24, 2013
Page 3
C. The opinion in paragraph 2 above is subject to (i) applicable bankruptcy, insolvency, liquidation, moratorium, receivership, reorganization, fraudulent transfer and similar laws relating to and affecting the rights and remedies of creditors generally, (ii) principles of equity, including applicable law relating to fiduciary duties (regardless of whether considered and applied in a proceeding in equity or at law), (iii) applicable public policy with respect to the enforceability of provisions relating to exculpation, indemnification or contribution, and (iv) judicial imposition of an implied covenant of good faith and fair dealing.
D. Notwithstanding any provision in the Trust Agreement to the contrary, we note that upon the occurrence of an event of dissolution of the Trust or a series thereof, the Trust cannot make any payments or distributions to the beneficial owners of the Trust or applicable series thereof until creditors’ claims are either paid in full or reasonable provision for payment thereof has been made.
E. We express no opinion with respect to (i) provisions of a document reviewed by us to the extent that such provisions purport to bind a person or entity that is not a party to such document, (ii) transfer restrictions in a document reviewed by us to the extent that a transfer occurs by operation of law, (iii) any provisions in the Trust Agreement that purport to restrict any right that a party may have to apply for a judicial dissolution of the Trust or (iv) the limitation on liabilities of separate series of the Trust as provided in Section 3804(a) of the Act.
F. With respect to all documents examined by us, we have assumed that (i) all signatures on documents examined by us are genuine, (ii) all documents submitted to us as originals are authentic, (iii) all documents submitted to us as copies conform with the original copies of those documents, (iv) the documents, in the forms submitted to us for our review, have not been and will not be altered or amended in any respect material to our opinions expressed herein, and (v) in connection with the documents of which we have received a form, that all blanks contained in such documents have been properly and appropriately completed, and optional provisions included in such documents have been properly and appropriately selected.
G. We have not participated in the preparation of the Registration Statement (other than this opinion) or any other offering materials with respect to the Trust and assume no responsibility for their contents, except for this opinion.
We consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. We also consent to the use of our name in the Registration Statement. In giving the foregoing consents, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.
| Very truly yours, |
| /s/ Richards, Layton & Finger, P.A. |
EAM/RJF/rmc
Exhibit 8.1
| July 24, 2013 | Mayer Brown LLP | |
| 71 South Wacker Drive | ||
| Chicago, Illinois 60606-4637 | ||
| Main Tel (312) 782-0600 | ||
| Volkswagen Auto Lease/Loan Underwritten Funding, LLC | Main Fax (312) 701-7711 | |
| 2200 Ferdinand Porsche Drive | www.mayerbrown.com | |
| Herndon, VA 20171 | ||
| Re: | Volkswagen Auto Lease/Loan Underwritten Funding, LLC |
Registration Statement No. 333-185282
Ladies and Gentlemen:
We have acted as special federal tax counsel to Volkswagen Auto Lease/Loan Underwritten Funding, LLC (the “Transferor”) and VW Credit, Inc. (“VW Credit”) in connection with the above-captioned registration statement (the “Registration Statement”) and the offering of notes (the “Notes”) described in the prospectus supplement dated July 17, 2013 (the “Prospectus Supplement”) and the base prospectus dated July 10, 2013 (the “Base Prospectus”; and together with the Prospectus Supplement, the “Prospectus”) which have been filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Act”). As described in the Prospectus, the Notes will be issued by Volkswagen Auto Lease Trust 2013-A (the “Issuer”), a trust formed by the Transferor pursuant to a trust agreement (the “Trust Agreement”) between the Transferor, Deutsche Bank Trust Company Delaware, as owner trustee. The Notes will be issued pursuant to an Indenture (the “Indenture”) between the Issuer and Citibank, N.A., as indenture trustee (the “Indenture Trustee”).
In that regard, we generally are familiar with the proceedings required to be taken in connection with the proposed authorization and issuance of the Notes and have examined copies of such documents, corporate records and other instruments as we have deemed necessary or appropriate for the purpose of this opinion, including the Prospectus, the Trust Agreement and the forms of the Indenture and other documents prepared in connection with the issuance of the Notes (collectively, the “Transaction Documents”).
The opinion set forth herein is based upon the applicable provisions of the Internal Revenue Code of 1986, as amended, Treasury regulations promulgated and proposed thereunder, current positions of the Internal Revenue Service (the “IRS”) contained in published Revenue Rulings and Revenue Procedures, current administrative positions of the IRS and existing judicial decisions. No tax rulings will be sought from the IRS with respect to any of the matters discussed herein. The statutory provisions, regulations and interpretations on which our opinions are based are subject to change, which changes could apply retroactively. In addition, there can be no assurance that positions contrary to those stated in our opinions may not be taken by the IRS.
Mayer Brown LLP operates in combination with other Mayer Brown entities with offices in Europe and Asia
and is associated with Tauil & Chequer Advogados, a Brazilian law partnership.
MAYER BROWN LLP
Volkswagen Auto Lease/Loan Underwritten Funding, LLC
Page 2
Based on the foregoing and assuming that the Transaction Documents are executed and delivered in substantially the form we have examined and that the transactions contemplated to occur under the Transaction Documents in fact occur in accordance with the terms thereof, we are of the opinion that the statements, to the extent that they constitute matters of law or legal conclusions with respect thereto relating to United States federal tax matters, set forth in the Prospectus Supplement under the headings “Summary of Terms—Tax Status” and “Material Federal Income Tax Consequences” and in the Base Prospectus under “Material Federal Income Tax Consequences”, which statements have been prepared by us, are correct in all material respects and, to the extent such statements expressly state our opinions or state that our opinion has been or will be provided as to the Notes, we hereby confirm and adopt the opinions set forth therein.
We know that we are referred to under the captions referred to above included in the Prospectus, and we hereby consent to the use of our name therein and to use of this opinion for filing of this opinion as Exhibit 8.1 to a Form 8-K filed in connection therewith, without admitting that we are “experts” within the meaning of the Act or the rules and regulations of the Securities and Exchange Commission issued thereunder, with respect to any part of the Registration Statement or the Prospectus.
| Respectfully submitted, |
| /s/ Mayer Brown LLP |
| Mayer Brown LLP |
JBO/SDG/AMU/LCS/CRM