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): June 11, 2024
Hyundai Auto Receivables Trust 2020-A
(Issuing Entity)
Central Index Key Number: 0001808575
Hyundai ABS Funding, LLC
(Depositor)
Central Index Key Number: 0001260125
Hyundai Capital
America
(Sponsor)
Central Index Key Number: 0001541028
(Exact name of Issuing Entity, Depositor/Registrant and Sponsor as specified in their respective charters)
Delaware |
333-229037 |
33-0978453 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number for Registrant and Issuing Entity, respectively) |
(Registrant’s IRS Employer Identification No.) |
3161 MICHELSON DRIVE, SUITE 1900 IRVINE, CALIFORNIA |
92612 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (949) 732-2697
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 (see General Instruction A.2. below):
¨ 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 |
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. ¨
ITEM 1.01. Entry into a Material Definitive Agreement.
On June 11, 2024, Hyundai Capital America (“HCA”), Hyundai ABS Funding, LLC (the “Depositor”), Hyundai Auto Receivables Trust 2020-A (the “Issuing Entity”), Citibank, N.A., as indenture trustee (the “Indenture Trustee”), and U.S. Bank Trust National Association, as owner trustee (the “Owner Trustee”) entered into an Omnibus Distribution and Termination Agreement, with the consent of HCA and the Depositor, as owners of 100% of the certificates and all classes of notes that remain outstanding.
Attached as Exhibit 10.1 is the Omnibus Distribution and Termination Agreement.
ITEM 9.01 Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits
Exhibit No. | Description | |
10.1 | Omnibus Distribution and Termination Agreement, dated as of June 11, 2024, among HCA, the Depositor, the Issuing Entity, the Indenture Trustee, and the Owner Trustee. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on behalf of the undersigned thereunto duly authorized.
Date: June 14, 2024
HYUNDAI ABS FUNDING, LLC | ||
By: | /s/ Charley Changmin Yoon | |
Name: | Charley Changmin Yoon | |
Title: | President and Secretary |
Exhibit 10.1
EXECUTION VERSION
OMNIBUS DISTRIBUTION AND TERMINATION AGREEMENT
This OMNIBUS DISTRIBUTION AND TERMINATION AGREEMENT, dated as of June 11, 2024, (this “Agreement”), is entered into by and among Hyundai Capital America (“HCA”), Hyundai ABS Funding, LLC (the “Depositor”), Hyundai Auto Receivables Trust 2020-A (the “Issuing Entity”) Citibank, N.A., not in its individual capacity but solely as indenture trustee (the “Indenture Trustee”) and U.S. Bank Trust National Association, not in its individual capacity but solely as owner trustee (the “Owner Trustee”).
RECITALS:
WHEREAS, reference is made to the following documents (collectively, the “Transaction Documents”):
(a) the Indenture, dated as of April 29, 2020 (the “Indenture”), between the Issuing Entity and the Indenture Trustee;
(b) the Receivables Purchase Agreement, dated as of April 29, 2020 (the “Receivables Purchase Agreement”), between the Depositor and HCA;
(c) the Sale and Servicing Agreement, dated as of April 29, 2020 (the “Sale and Servicing Agreement”), among the Issuing Entity, the Depositor, HCA and the Indenture Trustee;
(d) the Administration Agreement, dated as of April 29, 2020 (the “Administration Agreement”), among the Issuing Entity, HCA and the Indenture Trustee; and
(e) the Amended and Restated Trust Agreement, dated as of April 29, 2020 (the “Trust Agreement”), among the Depositor, the Owner Trustee and HCA.
WHEREAS, the parties to this Agreement, including all holders of Outstanding Notes and Certificates, have agreed to terminate the Transaction Documents and discharge all remaining obligations thereunder upon the final payment on the Notes and all other outstanding obligations on June 17, 2024.
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto, intending to be bound, agree as follows:
ARTICLE I AGREEMENT.
SECTION 1.01 HCA hereby represents and warrants that it is, and as of June 17, 2024, will be, the sole beneficial owner of all Notes issued and Outstanding under the Indenture. The Depositor hereby represents and warrants that it is, and as of June 17, 2024, will be, the sole beneficial owner of all Certificates issued and Outstanding under the Trust Agreement.
SECTION 1.02 Each of HCA, as the sole noteholder and the Depositor, as the sole certificateholder under the Transaction Documents, hereby consents to the termination of the Transaction Documents after the final payment of $53,506,510.93 (the “Payoff Amount”). Upon receipt by HCA of the Payoff Amount, HCA hereby directs the Indenture Trustee to release the Collateral from the lien of the Indenture and further directs the Receivables to be distributed to the Depositor and by the Depositor to HCA. HCA, as Administrator on behalf of the Issuing Entity, hereby instructs the Indenture Trustee to execute a satisfaction and release in a form acceptable to the Administrator and the Indenture Trustee on June 17, 2024.
SECTION 1.03 The parties hereto consent and agree to waive (a) the requirement under Section 5.07 of the Sale and Servicing Agreement with regard to the delivery of a statement to Noteholders for the June 2024 Payment Date and (b) the requirement under Section 4.09 of the Sale and Servicing Agreement with regard to the delivery of a Servicer’s Certificate for the June 2024 Payment Date.
SECTION 1.04 The parties hereto consent and agree to the termination and discharge of the Transaction Documents effective as of June 17, 2024.
ARTICLE II MISCELLANEOUS PROVISIONS.
SECTION 2.01 Conditions to Effectiveness. This Agreement shall become effective upon the execution and delivery of this Agreement by each of the parties hereto.
SECTION 2.02 Definitions; Terms. Capitalized terms used and not otherwise defined herein are used as defined in Appendix A to the Sale and Servicing Agreement.
SECTION 2.03 Counterparts. This Agreement may be executed in any number of counterparts (including in .pdf format), each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. Executed counterparts may be delivered electronically.
SECTION 2.04 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAWS PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW) AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
SECTION 2.05 Effect of Headings. The section headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof.
* * * * *
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their respective officers as of the day and year first above written.
HYUNDAI AUTO RECEIVABLES TRUST 2020-A | ||
By: | U.S. BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee | |
By: | /s/ Mark Esposito | |
Name: | Mark Esposito | |
Title: | Vice President |
[HART 2020-A Omnibus Distribution and Termination Agreement]
HYUNDAI ABS FUNDING, LLC, | ||
By: | /s/ Charley Yoon | |
Name: | Charley Yoon | |
Title: | President and Secretary |
[HART 2020-A Omnibus Distribution and Termination Agreement]
HYUNDAI CAPITAL AMERICA, | ||
By: | /s/ Charley Yoon | |
Name: | Charley Yoon | |
Title: | Treasurer |
[HART 2020-A Omnibus Distribution and Termination Agreement]
CITIBANK, N.A., not in its individual capacity but solely as Indenture Trustee | ||
By: | /s/ Trang Tran-Rojas | |
Name: | Trang Tran-Rojas | |
Title: | Senior Trust Officer |
[HART 2020-A Omnibus Distribution and Termination Agreement]
U.S. BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee | ||
By: | /s/ Mark Esposito | |
Name: | Mark Esposito | |
Title: | Vice President |
[HART 2020-A Omnibus Distribution and Termination Agreement]