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) October 1, 2019

Volkswagen Auto Lease Trust 2019-A

(Issuing Entity)

Central Index Key Number: 0001769465

Volkswagen Auto Lease/Loan Underwritten Funding, LLC

(Depositor)

Central Index Key Number: 0001182534

VW Credit Leasing, Ltd.

(Issuing Entity with respect to Transaction SUBI Certificate)

Central Index Key Number: 0001202610

VW Credit, Inc.

(Sponsor)

Central Index Key Number: 0000833733

(Exact Names of Issuing Entity, Co-Registrant/Depositor, Co-Registrant and Sponsor as Specified in their respective Charters)

Delaware

(State or Other Jurisdiction of Incorporation)

333-214626 333-214626-01 333-214626-02	11-3650483 38-6738618 83-6747337
(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

(Co-Registrants’ 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))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

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.  ☐

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Item 8.01. Other Events.

The Co-Registrants have filed a prospectus, dated October 1, 2019, setting forth a description of the pool of leases and related leased vehicles and the structure of $235,000,000 aggregate principal amount of the Class A-1 Asset Backed Notes (the “Class A-1 Notes”), $472,000,000 aggregate principal amount of the Class A-2-A Asset Backed Notes (the “Class A-2-A Notes”), $60,000,000 aggregate principal amount of the Class A-2-B Asset Backed Notes (the “Class A-2-B Notes”), $435,000,000 aggregate principal amount of the Class A-3 Asset Backed Notes (the “Class A-3 Notes”), and $98,000,000 aggregate principal amount of the Class A-4 Asset Backed Notes (the “Class A-4 Notes” and collectively, the “Notes”) issued by Volkswagen Auto Lease Trust 2019-A.

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, dated as of October 3, 2019, as to legality.
5.2	Opinion of Richards, Layton & Finger, P.A., dated as of October 3, 2019, as to legality.
8.1	Opinion of Mayer Brown LLP, dated as of October 3, 2019, as to certain tax matters.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each of the co-registrants has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 3, 2019	Volkswagen Auto Lease/Loan Underwritten Funding, LLC
	By:	/s/ David Rands
	Name:	David Rands
	Title:	Chief Financial Officer
	By:	/s/ Jens Schreiber
	Name:	Jens Schreiber
	Title:	Treasurer

VW Credit Leasing, Ltd.
By: VW Credit, Inc., as Servicer
By:	/s/ David Rands
Name:	David Rands
Title:	Executive Vice President and Chief Financial Officer
By:	/s/ Jens Schreiber
Name:	Jens Schreiber
Title:	Treasurer

EX-5.1

Exhibit 5.1

	Mayer Brown LLP 71 South Wacker Drive Chicago, Illinois 60606-4637 Main Tel (312) 782-0600 Main Fax (312) 701-7711 www.mayerbrown.com

October 3, 2019

Volkswagen Auto Lease/Loan Underwritten Funding, LLC

2200 Ferdinand Porsche Drive

Herndon, Virginia 20171

Re: Volkswagen Auto Lease/Loan Underwritten Funding, LLC

Registration Statement on Form SF-3 (No. 333-214626)

Ladies and Gentlemen:

We have acted as special counsel to Volkswagen Auto Lease/Loan Underwritten Funding, LLC, a Delaware limited liability company (the “Company”), in connection with the above-captioned registration statement (such registration statement, together with the exhibits and any amendments thereto, the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”) and the offering of the Class A-1 Asset Backed Notes, the Class A-2-A Asset Backed Notes, the Class A-2-B Asset Backed Notes, the Class A-3 Asset Backed Notes and the Class A-4 Asset Backed Notes (collectively, the “Notes”) described in the final prospectus dated October 1, 2019 (the “Prospectus”), which has been filed with the Commission pursuant to Rule 424(b)(5) under the Act. As described in the Prospectus, the Notes will be issued by Volkswagen Auto Lease Trust 2019-A (the “Issuer”), a trust formed by the Company pursuant to a trust agreement between the Company, as depositor, and 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”). Capitalized terms used herein without definition have the respective meanings assigned to such terms in the Prospectus.

In that regard, we generally are 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), the Amended and Restated Trust Agreement (including the form of Certificate included as an exhibit thereto), the Transaction SUBI Trust Agreement, the Servicing Agreement, the SUBI Sale Agreement, the SUBI Transfer Agreement, the Asset Representations Review Agreement and the Administration Agreement (collectively, the “Transaction Documents”).

Mayer Brown is a global services provider comprising an association of legal practices that are separate entities including Mayer Brown LLP

(Illinois, USA), Mayer Brown International LLP (England), Mayer Brown (a Hong Kong partnership) and Tauil & Chequer Advogados

(a Brazilian partnership).

Volkswagen Auto Lease/Loan Underwritten Funding, LLC

Page 2

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 Company, and (c) payment of the agreed consideration for the Notes has been received by the Issuer, all in accordance with the terms and conditions of the related Transaction Documents and a definitive purchase, underwriting or similar agreement with respect to the Notes and in the manner described in the Prospectus, the 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.

Our opinions expressed herein are limited to the federal laws of the United States, the laws of the State of New York, the Delaware Statutory Act and the Delaware Limited Liability Company 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

EX-5.2

Exhibit 5.2

October 3, 2019

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 2019-A to Origination Trust Agreement (the “SUBI Supplement” and together with the Origination Trust Agreement, the “Trust Agreement”);

(d) The Transaction SUBI 2019-A Certificate (the “SUBI Certificate”) attached to the SUBI Supplement; and

Volkswagen Auto Lease/Loan Underwritten Funding, LLC

October 3, 2019

Page 2

(e) A Certificate of Good Standing for the Trust, dated October 2, 2019, obtained from the Secretary of State.

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. 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

October 3, 2019

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 or proceedings 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.

Volkswagen Auto Lease/Loan Underwritten Funding, LLC

October 3, 2019

Page 4

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.

RJF/KAC

EX-8.1

Exhibit 8.1

	Mayer Brown LLP 71 South Wacker Drive Chicago, Illinois 60606-4637 Main Tel (312) 782-0600 Main Fax (312) 701-7711 www.mayerbrown.com

October 3, 2019

Volkswagen Auto Lease/Loan Underwritten Funding, LLC

2200 Ferdinand Porsche Drive

Herndon, Virginia 20171

Re: Volkswagen Auto Lease/Loan Underwritten Funding, LLC

Registration Statement on Form SF-3 (No. 333-214626)

Ladies and Gentlemen:

We have acted as special federal tax counsel to Volkswagen Auto Lease/Loan Underwritten Funding, LLC, a Delaware limited liability company (the “Company”), in connection with the above-captioned registration statement (such registration statement, together with the exhibits and any amendments thereto, the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”) and the offering of the Class A-1 Asset Backed Notes, the Class A-2-A Asset Backed Notes, the Class A-2-B Asset Backed Notes, the Class A-3 Asset Backed Notes and the Class A-4 Asset Backed Notes (collectively, the “Notes”) described in the final prospectus dated October 1, 2019 (the “Prospectus”), which has been filed with the Commission pursuant to Rule 424(b)(5) under the Act. As described in the Prospectus, the Notes will be issued by Volkswagen Auto Lease Trust 2019-A (the “Issuer”), a trust formed by the Company pursuant to a trust agreement (the “Trust Agreement”) between the Company, as depositor, and 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. Capitalized terms used herein without definition have the respective meanings assigned to such terms in the Prospectus.

In that regard, we generally are 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 purpose of this opinion, including the Prospectus and current drafts of the Trust Agreement, the Indenture and other documents prepared in connection with the issuance of the Notes (collectively, the “Transaction Documents”). In addition, we have assumed that the Transaction Documents with respect to the Notes 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.

Mayer Brown is a global services provider comprising an association of legal practices that are separate entities including Mayer Brown LLP

(Illinois, USA), Mayer Brown International LLP (England), Mayer Brown (a Hong Kong partnership) and Tauil & Chequer Advogados

(a Brazilian partnership).

Volkswagen Auto Lease/Loan Underwritten Funding, LLC

Page 2

We hereby confirm and adopt the Opinions set forth in the Prospectus (to the extent they relate to the U.S. federal income tax consequences) under the captions “Summary of Terms—Tax Status” and “Material Federal Income Tax Consequences”.

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 (“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.

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 the use of this opinion for filing of this opinion as Exhibit 8.1 to a Form 8-K filed in connection therewith, 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, including this exhibit.

Very truly yours,

/s/ Mayer Brown LLP

Mayer Brown LLP