þ | ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
DELAWARE | 47-7312111 |
(State or other jurisdiction of | (I.R.S. Employer |
incorporation or organization) | Identification No.) |
¨ Large accelerated filer | ¨ Accelerated filer | |
¨ Smaller reporting company | ||
þ Non-accelerated filer | ¨ Emerging growth company |
Part I | |||
Item 1. | Business* | ||
Item 1A. | Risk Factors* | ||
Item 1B. | Unresolved Staff Comments | ||
Item 2. | Properties* | ||
Item 3. | Legal Proceedings* | ||
Item 4. | Mine Safety Disclosures | ||
Part II | |||
Item 5. | Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities* | ||
Item 6. | Selected Financial Data* | ||
Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations* | ||
Item 7A. | Quantitative and Qualitative Disclosures About Market Risk* | ||
Item 8. | Financial Statements and Supplementary Data* | ||
Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure* | ||
Item 9A. | Controls and Procedure* | ||
Item 9B. | Other Information | ||
Part III | |||
Item 10. | Directors, Executive Officers and Corporate Governance* | ||
Item 11. | Executive Compensation* | ||
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters* | ||
Item 13. | Certain Relationships and Related Transactions and Director Independence* | ||
Item 14. | Principal Accounting Fees and Services* | ||
Part IV | |||
Item 15. | Exhibits, Financial Statement Schedules | ||
Item 16. | Form 10-K Summary |
(a) | List the following documents filed as a part of the report: |
(1) | Financial Statements — Not Applicable. |
(2) | Financial Statement Schedules — Not Applicable. |
(3) | Exhibits |
Capital Auto Receivables LLC, as Depositor | ||
/s/ Ryan C. Farris | ||
Ryan C. Farris | ||
President | ||
(Senior Officer in charge of securitization of the depositor) | ||
Exhibit | Description | Method of Filing | ||
3.1 | Limited Liability Company Agreement of Capital Auto Receivables LLC entered into on October 20, 2006, as amended by Amendment No.1 to Limited Liability Company Agreement, dated as of November 20, 2006. | ** | ||
4.1 | Indenture between Capital Auto Receivables Asset Trust 2015-4 (the “Issuing Entity”) and Deutsche Bank Trust Company Americas, as Indenture Trustee (the “Indenture Trustee”), dated as of October 21, 2015. | * | ||
4.2 | Trust Agreement between Capital Auto Receivables LLC, as Depositor, and BNY Mellon Trust of Delaware, as Owner Trustee, dated as of October 21, 2015. | * | ||
4.3 | Pooling and Servicing Agreement between Ally Financial Inc. ("Ally Financial"), as Seller and Servicer, and Capital Auto Receivables LLC, dated as of October 21, 2015. | * | ||
31.1 | Certification of Executive Officer Pursuant to Rule 13a-14(d)/15d-14(d). | Filed herewith. | ||
33.1 | Report on Assessment of Compliance with SEC Regulation AB Servicing Criteria concerning activities of Ally Financial for the year ended December 31, 2018. | Filed herewith. | ||
33.2 | Report on Assessment of Compliance with SEC Regulation AB Servicing Criteria concerning activities of Deutsche Bank Trust Company Americas for the year ended December 31, 2018. | Filed herewith. | ||
34.1 | Registered Public Accounting Firm Attestation Report on Assessment of Compliance with applicable Servicing Criteria of Ally Financial dated March 12, 2019 for the year ended December 31, 2018. | Filed herewith. | ||
34.2 | Registered Public Accounting Firm Attestation Report on Assessment of Compliance with applicable Servicing Criteria of Deutsche Bank Trust Company Americas, dated February 28, 2019 for the year ended December 31, 2018. | Filed herewith. | ||
35.1 | Servicer Compliance Statement of Ally Financial for the year ended December 31, 2018. | Filed herewith. | ||
99.1 | Trust Sale and Servicing Agreement among Capital Auto Receivables LLC, as Depositor and Ally Financial, as Servicer, Custodian and Seller, and the Issuing Entity, dated as of October 21, 2015. | * | ||
99.2 | Custodian Agreement between Ally Financial, as Custodian, and Capital Auto Receivables LLC, as Depositor, dated as of October 21, 2015. | * | ||
99.3 | Administration Agreement among the Issuing Entity, Ally Financial, as Administrator, and the Indenture Trustee, dated as of October 21, 2015. | * |
* | Incorporated by reference to the corresponding Exhibit to the Issuing Entity’s Current Report on Form 8-K filed on October 21, 2015 (File No. 333-201235-04). |
** | Incorporated by reference to Exhibit 3.1 of Capital Auto Receivables LLC’s Post-Effective Amendment No. 3 to Form S-3 Registration Statement filed on December 4, 2006 (File No. 333-105077). |
1 | I have reviewed this report on Form 10-K and all reports on Form 10-D required to be filed in respect of the period covered by this report on Form 10-K of Capital Auto Receivables Asset Trust 2015-4 (the “Exchange Act periodic reports”); |
2 | Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3 | Based on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports; |
4 | Based on my knowledge and the servicer compliance statement required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the servicer has fulfilled its obligations under the servicing agreement in all material respects; and |
5 | All of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in this report on Form 10-K. |
/s/ Ryan C. Farris | |
Ryan C. Farris | |
President, Capital Auto Receivables LLC, as Depositor | |
(Senior Officer in charge of securitization of the depositor) |
1 | Ally Financial Inc., including its wholly owned subsidiary Ally Bank (collectively, "Ally") is responsible for assessing compliance with the servicing criteria applicable to it under paragraph (d) of Item 1122 of Regulation AB, as of and for the year ended December 31, 2018 (the "Reporting Period"), as set forth in Appendix A hereto. The transactions covered by this report include retail and lease transactions (including asset-backed securities transactions) for which Ally acts as servicer, involving the Consumer Automotive Receivables Platform (the "Platform"). The Platform consists of the activities involved in the performance of servicing functions for all publicly and privately issued retail and lease transactions (including asset-backed transactions); |
2 | Ally has engaged certain vendors (the "Vendors") to perform specific, limited or scripted activities, and Ally elects to take responsibility for assessing compliance with the servicing criteria or portion of the servicing criteria applicable to such Vendors' activities as set forth in Appendix A hereto; |
3 | Except as set forth in paragraph 4 below, Ally used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance with the applicable servicing criteria; |
4 | The criteria listed in the column titled "Inapplicable Servicing Criteria" on Appendix A hereto are inapplicable to Ally based on the activities it performs, directly or through its Vendors, with respect to the Platform; |
5 | Ally has complied, in all material respects, with the applicable servicing criteria as of December 31, 2018 and for the Reporting Period with respect to the Platform taken as a whole; |
6 | Ally has not identified and is not aware of any material instance of noncompliance by the Vendors with the applicable servicing criteria as of December 31, 2018 and for the Reporting Period with respect to the Platform taken as a whole; |
7 | Ally has not identified any material deficiency in its policies and procedures to monitor the compliance by the Vendors with the applicable servicing criteria as of December 31, 2018 and for the Reporting Period with respect to the Platform taken as a whole; and |
8 | Deloitte & Touche LLP, an independent registered public accounting firm, has issued an attestation report on Ally's assessment of compliance with the applicable servicing criteria for the Reporting Period. |
Ally Financial Inc. | |||
By: | /s/ David J. DeBrunner | ||
Name: David J. DeBrunner | |||
Title: Vice President, Controller and Chief | |||
Accounting Officer | |||
By: | /s/ Matthew Y. L. Loucks | ||
Name: Matthew Y. L. Loucks | |||
Title: Assistant Treasurer, Senior Director | |||
Ally Bank | |||
By: | /s/ David J. DeBrunner | ||
Name: David J. DeBrunner | |||
Title: Controller and Chief Accounting Officer |
Servicing Criteria | Applicable Servicing Criteria | INAPPLICABLE Servicing Criteria | |||
Reference | Criteria | Performed Directly by Ally | Performed by Vendor(s) for which Ally is the Responsible Party | ||
General Servicing Considerations | |||||
1122(d)(1)(i) | Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements. | XX | |||
1122(d)(1)(ii) | If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities. | XX | |||
1122(d)(1)(iii) | Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained. | XX | |||
1122(d)(1)(iv) | A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements. | XX | |||
1122(d)(1)(v) | Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information. | XX | |||
Cash Collection and Administration | |||||
1122(d)(2)(i) | Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements. | XX | |||
1122(d)(2)(ii) | Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel. | XX | |||
1122(d)(2)(iii) | Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements. | XX | |||
1122(d)(2)(iv) | The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements. | XX | |||
1122(d)(2)(v) | Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 240.13k-1(b)(1) of the Securities Exchange Act. | XX | |||
1122(d)(2)(vi) | Unissued checks are safeguarded so as to prevent unauthorized access. | XX | |||
1122(d)(2)(vii) | Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements. | XX | |||
Investor Remittances and Reporting | |||||
1122(d)(3)(i) | Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of pool assets serviced by the Servicer. | XX |
1122(d)(3)(ii) | Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements. | XX | ||
1122(d)(3)(iii) | Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements. | XX | ||
1122(d)(3)(iv) | Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements. | XX | ||
Pool Asset Administration | ||||
1122(d)(4)(i) | Collateral or security on pool assets is maintained as required by the transaction agreements or related pool assets documents. | XX | XX | |
1122(d)(4)(ii) | Pool assets and related documents are safeguarded as required by the transaction agreements | XX | XX | |
1122(d)(4)(iii) | Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements. | XX | ||
1122(d)(4)(iv) | Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related [pool asset] documents. | XX | XX | |
1122(d)(4)(v) | The Servicer’s records regarding the pool assets agree with the Servicer’s records with respect to an obligor’s unpaid principal balance. | XX | ||
1122(d)(4)(vi) | Changes with respect to the terms or status of an obligor's pool assets (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents. | XX | XX | |
1122(d)(4)(vii) | Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements. | XX | XX | |
1122(d)(4)(viii) | Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment). | XX | XX | |
1122(d)(4)(ix) | Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents. | XX | ||
1122(d)(4)(x) | Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related pool assets, or such other number of days specified in the transaction agreements. | XX | ||
1122(d)(4)(xi) | Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the Servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements. | XX | ||
1122(d)(4)(xii) | Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the Servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission. | XX | ||
1122(d)(4)(xiii) | Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the Servicer, or such other number of days specified in the transaction agreements. | XX | ||
1122(d)(4)(xiv) | Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements. | XX | ||
1122(d)(4)(xv) | Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements. | XX |
• | The Company’s management is responsible for assessing the Company’s compliance with the Applicable Servicing Criteria. |
• | The Company’s management has assessed compliance with the Applicable Servicing Criteria. In making this assessment, management used the criteria set forth by the Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation AB. |
• | Based on such assessment, the Company has complied, in all material respects with the Applicable Servicing Criteria. |
• | Servicing criterion 1122(d)(1)(iii) is applicable only with respect to the Company’s continuing obligation to act as, or locate a, successor servicer under the circumstances referred to in certain transaction agreements. It is management’s interpretation that the Company has no other active back‑up servicing responsibilities in regards to servicing criterion 1122(d)(1)(iii) as of and for the year ended December 31, 2018. |
• | Servicing criterion 1122(d)(1)(v) is applicable only to the activities the Company performs related to the mathematically accurate aggregation of information received from servicers and the accurate conveyance of such information within reports to investors. |
• | Servicing criterion 1122(d)(4)(iii) is applicable to the activities the Company performs with respect to the Platform only as it relates to the Company’s obligation to report additions, removals or substitutions on reports to investors in accordance with the transaction agreements. |
Deutsche Bank Trust Company Americas, | BNY Mellon Trust of Delaware, |
As Indenture Trustee | As Owner Trustee |
100 Plaza One - MS: JCY03-0699 | 301 Bellevue Parkway, 3rd Floor |
Jersey City, New Jersey 07311-3901 | Wilmington, DE 19809 |
Attn: Capital Auto Receivables Asset Trust 2015-4 |
The Bank of New York Mellon Trust Company, N.A., | Capital Auto Receivables LLC |
2 North LaSalle Street, Suite 1020 | 500 Woodward Ave |
Chicago, IL 60602 | Mail code: MI-01-20-TRES |
Attention: Structured Finance Services CARAT 2015-4 | Detroit, MI 48226 |
Attention: Ryan Farris |
Re: | Capital Auto Receivables Asset Trust 2015-4 |
Annual Statement as to Compliance |
a. | A review of the activities of the Servicer during the period of January 1, 2018 through December 31, 2018, and of its performance under the Trust Sale and Servicing Agreement and the Pooling and Servicing Agreement has been made under his supervision; and |
b. | To the best of his knowledge, based on such review, the Servicer has fulfilled in all material respects all its obligations under the Trust Sale and Servicing Agreement and the Pooling and Servicing Agreement throughout such period. |
Very truly yours, | ||
/s/ David J. DeBrunner | ||
David J. DeBrunner | ||
Vice President, Controller & Chief Accounting Officer | ||