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): September 25, 2020

WORLD OMNI AUTO LEASING LLC

(Depositor with respect to the Issuing Entities described in the registrants’ registration statement) 

(Central Index Key Number: 0001439697)

WORLD OMNI LT

(Issuer with respect to the Exchange Note) 

(Central Index Key Number: 0001443836) 

(Exact name of registrants as specified in their charters)

WORLD OMNI FINANCIAL CORP.

(Sponsor with respect to the Issuing Entities described in the registrants’ registration statement) 

(Exact name of Sponsor as specified in its charters) 

(Central Index Key Number: 0001004150)

Delaware Delaware	333-231740 333-231740-01	90-0399122 90-0500335
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(Registrant’s IRS Employer Identification No.)

250 Jim Moran Boulevard 

Deerfield Beach, FL 33442

(Address of principal executive offices of registrant, including zip code)

Registrant’s telephone number, including area code: (954) 429-2200

Former name or former address, if changed since last report: 190 Jim Moran Boulevard, Deerfield Beach, FL 33442

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 Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Not applicable	Not applicable	Not applicable

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 8.01. Other Events.

On September 25, 2020, Auto Lease Finance LLC (“ALF”), as managing member of World Omni Auto Leasing LLC, a Delaware limited liability company (the “Registrant”), entered into Amendment No. 1 to Amended and Restated Limited Liability Company Agreement (the “LLCA Amendment”), a copy of which is filed as an exhibit hereto. The LLCA Amendment amends the amended and restated limited liability company agreement of the Registrant, dated as of April 22, 2016, among ALF, the independent directors party thereto and the springing member party thereto (filed as Exhibit 3.2 to the Registrant’s Form SF-3 registration statement dated and filed on May 24, 2019, Commission File No. 333-231740), to among other things change the registered agent and registered office for service of process of the Registrant in the State of Delaware. On September 28, 2020, ALF, as authorized person of the Registrant, filed an amendment to the Certificate of Formation (the “CoF Amendment”) of the Registrant in the office of the Secretary of State of the State of Delaware, a copy of which is filed as an exhibit hereto. The CoF Amendment amends the Certificate of Formation, dated as of June 26, 2008 (filed as Exhibit 3.1 to the Registrant’s Form SF-3 registration statement dated and filed on May 24, 2019, Commission File No. 333-231740), to change the Registrant’s registered agent and registered office for service of process in the State of Delaware.

Item 9.01. Financial Statements and Exhibits.

INDEX OF EXHIBITS

Exhibit No.	Description
Exhibit 3.1	Certificate of Amendment of Certificate of Formation of World Omni Auto Leasing LLC, dated as of September 28, 2020, by Auto Lease Finance LLC, as authorized person of World Omni Auto Leasing LLC.
Exhibit 3.2	Amendment No. 1 to Amended and Restated Limited Liability Company Agreement of World Omni Auto Leasing LLC, dated as of September 25, 2020, by Auto Lease Finance LLC, as managing member of World Omni Auto Leasing LLC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

	WORLD OMNI AUTO LEASING LLC (Registrant)
Dated: September 29, 2020	By:	/s/ Ronald J. Virtue
	Name:	Ronald J. Virtue
	Its:	Assistant Treasurer

	WORLD OMNI LT (Registrant) By: AUTO LEASE FINANCE LLC, as Initial Beneficiary
Dated: September 29, 2020	By:	/s/ Ronald J. Virtue
	Name:	Ronald J. Virtue
	Its:	Assistant Treasurer

EX-3.1

EXHIBIT 3.1 

CERTIFICATE OF AMENDMENT 

OF 

CERTIFICATE OF FORMATION 

OF 

WORLD OMNI AUTO LEASING LLC

This Certificate of Amendment, dated as of September 28, 2020, is being filed by the undersigned authorized person of World Omni Auto Leasing LLC, a Delaware limited liability company (the “Company”), to amend the Certificate of Formation of the Company, which was filed on June 26, 2008, with the Secretary of State of the State of Delaware, as amended and corrected (the “Certificate of Formation”), pursuant to 6 Del. C. § 18-101, et seq. The Company hereby certifies as follows:

1.             The name of the limited liability company is World Omni Auto Leasing LLC.

2.             Clauses Second and Third of the Certificate of Formation of the Company are hereby deleted and replaced with the following:

Second.      The Registered Office of the Company in the State of Delaware is changed to 3411 Silverside Road Tatnall Building #104, Wilmington, 19810. The name of the Registered Agent at such address upon whom process against the Company may be served is United Agent Group Inc.

3.             The Certificate of Formation of the Company otherwise continues in full force and effect.

IN WITNESS WHEREOF, the undersigned authorized person has executed this Certificate of Amendment as of the date first written above.

AUTO LEASE FINANCE LLC, as authorized person
By:	/s/ Andre L. Hall
Name: Andre L. Hall
Title: Vice President, General Counsel and Secretary

EX-3.2

EXHIBIT 3.2

AMENDMENT NO. 1 TO

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

WORLD OMNI AUTO LEASING LLC

THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Amendment”) is entered into as of this 25th day of September, 2020, by Auto Lease Finance LLC, as the managing member (the “Managing Member”) of World Omni Auto Leasing LLC (the “Company”).

RECITALS

WHEREAS, the Managing Member and others entered into that certain Amended and Restated Limited Liability Company Agreement of World Omni Auto Leasing LLC, dated as of April 22, 2016 (the “LLC Agreement”);

WHEREAS, all conditions precedent to the adoption of this Amendment have occurred, including those conditions required under Section 7.3 and Section 9.1 of the LLC Agreement; and

WHEREAS, the parties hereto desire to amend the LLC Agreement as described below.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements hereinafter set forth, and intending to be legally bound, the parties hereto hereby agree as follows:

1.             Definitions. Capitalized terms not defined herein shall have the meaning ascribed to such terms in the LLC Agreement.

2.             Amendments. The LLC Agreement is amended by deleting Section 3.3 in its entirety and replacing it with the following:

“Section 3.3. Registered Office; Registered Agent. The address of the registered office of the Company shall be c/o United Agent Group Inc., 3411 Silverside Road Tatnall Building #104, Wilmington, Delaware 19810 and the registered agent for service of process on the Company in the State of Delaware shall be United Agent Group Inc. at such address, or such other registered agent and registered office as set forth in the Certificate of Formation, as amended from time to time.”

3.             LLC Agreement Remains in Effect. Except as amended and modified by this Amendment, the LLC Agreement remains in full force and effect.

4.             Title and Captions. All titles and captions are for convenience only, do not form a substantive part of this Amendment, and shall not restrict or enlarge any substantive provisions of this Amendment.

5.             Governing Law. This Amendment and the rights and duties of the Members shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflict of laws.

6.             Severability. If any provision of this Amendment shall be held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

[remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the undersigned has duly executed this Amendment as of the day and year first above written.

MEMBER:
AUTO LEASE FINANCE LLC,
as Managing Member
By:	/s/ Ronald J. Virtue
	Name: Ronald J. Virtue
	Title: Assistant Treasurer

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Acknowledged and accepted as of the day

and year first above written:

WORLD OMNI AUTO LEASING LLC
By:	/s/ Ronald J. Virtue
	Name: Ronald J. Virtue
	Title: Assistant Treasurer

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