Delaware
|
333-260903
333-260903-05
|
22-2013053
|
||
(State or other jurisdiction
of incorporation)
|
(Commission File Number of registrant and issuing entity, respectively)
|
(Registrant’s IRS Employer
Identification No.)
|
300 Chestnut Ridge Road, Woodcliff Lake, New Jersey
|
07677
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Not applicable
|
Not applicable
|
Not applicable
|
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 8.01. |
Other Events
|
Item 9.01. |
Financial Statements and Exhibits
|
(a) |
Not applicable.
|
(b) |
Not applicable.
|
(c) |
Not applicable.
|
(d) |
Exhibits:
|
Exhibit No. |
Description
|
5.1 |
5.2 |
8.1 |
23.1 |
Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1 and Exhibit 8.1).
|
23.2 |
BMW VEHICLE LEASE TRUST 2024-1
|
FINANCIAL SERVICES VEHICLE TRUST
|
||||
By:
|
BMW Financial Services NA, LLC,
|
By:
|
BMW Financial Services NA, LLC,
|
||
as Administrator
|
as Servicer
|
||||
By:
|
/s/ Ole Jensen
|
By:
|
/s/ Ole Jensen
|
||
Name:
|
Ole Jensen
|
Name:
|
Ole Jensen
|
||
Title:
|
Chief Financial Officer & Vice
President – Finance
|
Title:
|
Chief Financial Officer & Vice
President – Finance
|
||
By:
|
/s/ Helena von Gladiss
|
By:
|
/s/ Helena von Gladiss
|
||
Name:
|
Helena von Gladiss
|
Name:
|
Helena von Gladiss
|
||
Title:
|
Treasurer
|
Title:
|
Treasurer
|
||
BMW AUTO LEASING LLC
|
|||||
By:
|
BMW Financial Services NA, LLC,
|
||||
as Managing Member
|
|||||
By:
|
/s/ Ole Jensen
|
||||
Name:
|
Ole Jensen
|
||||
Title:
|
Chief Financial Officer & Vice
President – Finance
|
||||
By:
|
/s/ Helena von Gladiss
|
||||
Name:
|
Helena von Gladiss
|
||||
Title:
|
Treasurer
|
Re: |
BMW Auto Leasing LLC
Financial Services Vehicle Trust Registration Statement on Form SF-3 |
(i) |
the enforceability of any obligation of the Issuer or otherwise may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, marshalling or other laws and rules affecting the enforcement generally of
creditors’ rights and remedies (including such as may deny giving effect to waivers of debtors’ or guarantors’ rights); and
|
(ii) |
the enforcement of any rights may in all cases be subject to an implied duty of good faith and general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).
|
Re: |
BMW Vehicle Lease Trust 2024-1
|
(a) |
the Trust Agreement;
|
(b) |
the Issuer SUBI Certificate Transfer Agreement, dated as of February 14, 2024, between the Transferor and the Trust;
|
(c) |
the Indenture, dated as of February 14, 2024, between the Trust and U.S. Bank Trust Company, National Association ("U.S. Bank"), a national banking association, as
indenture trustee (the "Indenture Trustee");
|
(d) |
the Issuer Administration Agreement, dated as of February 14, 2024, among the Trust, the Transferor, BMW Financial Services NA, LLC, a Delaware limited liability
company, as Administrator, and the Indenture Trustee;
|
(e) |
the Back-up Security Agreement, dated as of February 14, 2024, among Financial Services Vehicle Trust, a Delaware statutory trust, BMW
|
Manufacturing L.P., an Indiana limited partnership, the Transferor, the Trust, and the Indenture Trustee;
|
(f) |
the Control Agreement, dated as of February 14, 2024, among the Trust, U.S. Bank, as indenture trustee and secured party and U.S. Bank National Association, as
securities intermediary;
|
(g) |
the Asset Representations Review Agreement, dated as of February 14, 2024, among the Trust, BMW Financial Services NA, LLC, as Servicer, and Clayton Fixed Income
Services LLC, as Asset Representations Reviewer (the documents in paragraphs (b) through (g) are collectively referred to herein as the "Trust Documents");
|
(h) |
the Notes issued on the date hereof;
|
(i) |
the Trust Certificates;
|
(j) |
the Authentication Order to the Owner Trustee with respect to the Trust Certificates, dated February 14, 2024;
|
(k) |
a certified copy of the certificate of trust (the "Certificate of Trust") of the Trust which was filed with the Secretary of State of the State of Delaware (the
"Secretary of State") on January 23, 2024; and
|
(l) |
a Certificate of Good Standing for the Trust, dated February 13, 2024 obtained from the Secretary of State.
|
Re: |
BMW Auto Leasing LLC
Financial Services Vehicle Trust Registration Statement on Form SF-3 |