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13-Jul-2012
Entry into a Material Definitive Agreement, Other Events
On July 11, 2012, World Omni Financial Corp. ("World Omni") and World Omni Auto Receivables LLC (the "Depositor") entered into an Underwriting Agreement with Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC on behalf of themselves and as representatives of the several underwriters (collectively, the "Underwriters"), whereby each of the Underwriters has severally agreed to purchase $713,410,000 aggregate principal balance of various classes of Asset-Backed Notes to be issued by World Omni Auto Receivables Trust 2012-A (the "Issuing Entity"), a Delaware statutory trust created pursuant to that certain Trust Agreement, dated as of June 13, 2012, as will be amended and restated by the Amended and Restated Trust Agreement, to be dated as of July 18, 2012, each by and between the Depositor and U.S. Bank Trust National Association, as owner trustee (the "Owner Trustee"). The Underwriting Agreement provides that the obligations of the Underwriters are subject to specified conditions precedent and that the Underwriters will purchase the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes (collectively, the "Underwritten Notes") and the Class B Notes (each as defined below). World Omni and the Depositor have agreed to indemnify the Underwriters against some liabilities, including civil liabilities under the Securities Act, or contribute to payments which the Underwriters may be required to make in respect of some liabilities, including civil liabilities under the Securities Act.
The sale of the Underwritten Notes has been registered pursuant to the Securities Act of 1933, as amended (the "Securities Act") under a Registration Statement on Form S-3 (Commission File No. 333-159392). It is anticipated that the Underwritten Notes will be issued on or about July 18, 2012 (the "Issuance Date").
The registrant has filed a final prospectus supplement, dated July 11, 2012, setting forth a description of the initial collateral pool and the structure of $190,000,000 aggregate principal amount of the Class A-1 Asset-Backed Notes (the "Class A-1 Notes"), $309,800,000 aggregate principal amount of the Class A-2 Asset-Backed Notes (the "Class A-2 Notes"), $257,000,000 aggregate principal amount of the Class A-3 Asset-Backed Notes (the "Class A-3 Notes"), $127,670,000 aggregate principal amount of the Class A-4 Asset-Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Class A Notes") and $18,940,000 aggregate principal amount of the Class B Asset-Backed Notes (the "Class B Notes") by the Issuing Entity. The Underwritten Notes are being offered publicly for sale and the Class A-1 Notes will initially be retained by the Depositor.
On the Issuance Date, the Depositor will enter into an amended and restated trust agreement, a form of which is filed as an exhibit hereto, with the Owner Trustee, relating to the Issuing Entity. On the Issuance Date, World Omni Financial Corp. and the Depositor will enter into a Receivables Purchase Agreement, a form of which is filed as an exhibit hereto, pursuant to which specified motor vehicle retail installment sale contracts and related property will be sold by World Omni to the Depositor. On the Issuance Date, the Issuing Entity, the Depositor and World Omni, as servicer, will enter into a Sale and Servicing Agreement, a form of which is filed as an exhibit hereto, pursuant to which motor vehicle retail installment sale contracts and related property will be transferred by the Depositor to the Issuing Entity. On the Issuance Date, the Issuing Entity will issue to the Depositor Class A Notes and Class B Notes, pursuant to an Indenture, to be dated as of the Issuance Date, between the Issuing Entity and The Bank of New York Mellon, as indenture trustee (the "Indenture Trustee"), a form of which is filed as an exhibit hereto. On the Issuance Date, the Issuing Entity, the Depositor, the Indenture Trustee and World Omni Financial Corp., as administrator, will enter into an administration agreement, a form of which is filed as an exhibit hereto, pursuant to which the administrator will agree to perform certain duties and obligations of the Issuing Entity and the Owner Trustee under the transaction documents.
Exhibit
No. Description
4.1 Sale and Servicing Agreement, to be dated as of July 18, 2012, by and
among World Omni Financial Corp., as servicer, World Omni Auto
Receivables LLC, as depositor, and World Omni Auto Receivables Trust
2012-A, as issuing entity.
4.2 Indenture, to be dated as of July 18, 2012, by and between World Omni
Auto Receivables Trust 2012-A, as issuing entity, and The Bank of New
York Mellon, as indenture trustee.
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4.3 Trust Agreement, to be dated as of July 18, 2012, by and between World
Omni Auto Receivables LLC, as depositor, and U.S. Bank Trust National
Association, as owner trustee.
5.1 Opinion of Kirkland & Ellis LLP, dated as of July 13, 2012, with respect
to enforceability of securities.
8.1 Opinion of Kirkland & Ellis LLP, dated as of July 13, 2012, with respect
to tax matters.
23.1 Consent of Bilzin Sumberg Baena Price & Axelrod LLP, dated as of July 13,
2012.
99.1 Receivables Purchase Agreement, to be dated as of July 18, 2012, by and
between World Omni Financial Corp. and World Omni Auto Receivables LLC.
99.2 Administration Agreement, to be dated as of July 18, 2012, by and among
World Omni Financial Corp., as administrator, World Omni Auto Receivables
LLC, as depositor, World Omni Auto Receivables Trust 2012-BA, as issuing
entity, and The Bank of New York Mellon, as indenture trustee.
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