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) April 23, 2014
Volkswagen Auto Lease/Loan Underwritten Funding, LLC
VW Credit Leasing, Ltd.
Volkswagen Auto Loan Enhanced Trust 2014-1
(Exact Names of Depositor/Co-Registrant/Issuing Entity as Specified in their Charters)
| Delaware |
333-185282 333-185282-06 |
11-3650483 46-7398506 | ||
| (State or Other Jurisdiction of Incorporation) |
(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 Registrant and Co-Registrant are filing the exhibit listed in Item 9.01(d) below in connection with the issuance of the Class A-1 Auto Loan Asset Backed Notes, Class A-2 Auto Loan Asset Backed Notes, Class A-3 Auto Loan Asset Backed Notes, and Class A-4 Auto Loan Asset Backed Notes (the “Notes”) by Volkswagen Auto Loan Enhanced Trust 2014-1 described in the Prospectus Supplement dated April 23, 2014.
Item 9.01. Financial Statements and Exhibits.
| (a) | Not applicable. |
| (b) | Not applicable. |
| (c) | Not applicable. |
| (d) | Exhibits. |
| Exhibit | ||
| No. |
Document Description | |
| 5.1 | Opinion of Mayer Brown LLP with respect to legality matters | |
| 8.1 | Opinion of Mayer Brown LLP with respect to tax matters | |
Form 8-K re: federal tax and legality opinions
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.
| Date: April 28, 2014 | VOLKSWAGEN AUTO LOAN ENHANCED TRUST 2014-1 | |||||
| By: | VW Credit, Inc., as Servicer | |||||
| By: | /s/ William Horwath | |||||
| Name: | William Horwath | |||||
| Title: | Treasurer | |||||
| By: | /s/ Dr. Christian Dahlheim | |||||
| Name: | Dr. Christian Dahlheim | |||||
| Title: | Executive Vice President & CFO | |||||
Form 8-K re: federal tax and legality opinions
Exhibit 5.1
| April 28, 2014 |
|
Mayer Brown LLP 71 South Wacker Drive
Main Tel (312) 782-0600 www.mayerbrown.com |
| |
|
Volkswagen Auto Lease/Loan Underwritten Funding, LLC 2200 Ferdinand Porsche Drive Herndon, Virginia 20171 |
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Re: Volkswagen Auto Lease/Loan Underwritten Funding, LLC |
Ladies and Gentlemen:
We have acted as special counsel to Volkswagen Auto Lease/Loan Underwritten Funding, LLC, a Delaware limited liability company (the “Seller”), in connection with the above captioned registration statement (the “Registration Statement”) and the offering of notes (the “Notes”) described in the prospectus supplement dated April 23, 2014 and the base prospectus dated April 16, 2014 (collectively, 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 Loan Enhanced Trust 2014-1 (the “Issuer”), a trust formed by the Seller pursuant to a trust agreement among the Seller, Citibank, N.A., as owner trustee and Citicorp Trust Delaware, National Association, as issuer Delaware trustee. The Notes will be issued pursuant to an indenture (the “Indenture”) between the Issuer and Deutsche Bank Trust Company Americas, 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 the current draft 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 Seller, 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.
Volkswagen Auto Lease/Loan
Underwritten Funding, LLC
Page 2
Our opinions expressed herein are limited to the federal laws of the United States, 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
Exhibit 8.1
| April 28, 2014 |
|
Mayer Brown LLP 71 South Wacker
Drive
Main Tel (312) 782-0600 www.mayerbrown.com |
| |
|
Volkswagen Auto Lease/Loan Underwritten Funding, LLC 2200 Ferdinand Porsche Drive Herndon, Virginia 20171 |
||||
|
Re: Volkswagen Auto Lease/Loan Underwritten Funding, LLC |
Ladies and Gentlemen:
We have acted as special federal tax counsel to Volkswagen Auto Lease/Loan Underwritten Funding, LLC (the “Seller”) and VW Credit, Inc. (“VCI”) in connection with the above-captioned registration statement (the “Registration Statement”) and the offering of notes (the “Notes”) described in the prospectus supplement dated April 23, 2014 (the “Prospectus Supplement”) and the base prospectus dated April 16, 2014 (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 Loan Enhanced Trust 2014-1 (the “Issuer”), a trust formed by the Seller pursuant to a trust agreement (the “Trust Agreement”) among the Seller, Citibank, N.A., as owner trustee and Citicorp Trust Delaware, National Association, as issuer Delaware trustee. The Notes will be issued pursuant to an Indenture (the “Indenture”) between the Issuer and Deutsche Bank Trust Company Americas, 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”).
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.
Volkswagen Auto Lease/Loan
Underwritten Funding, LLC
Page 2
The opinion set forth herein is based upon the applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), 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.
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 Offered 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