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Current Report · Items 1.01, 8.01, 9.01 · 8-K

World Omni Auto Receivables Trust 2026-B

Entry into a Material Definitive Agreement · Other Events

Item 1.01. Entry into a Material Definitive Agreement On May 5, 2026, World Omni Financial Corp. (“World Omni”) and World Omni Auto Receivables LLC (the “Depositor”) entered into an Underwriting Agreement with BofA Securities, Inc., Mizuho Securities USA LLC, Truist Securities, Inc. and U.S.…

Filed May 7, 2026Accepted May 7, 2026, 3:14 PM EDTCIK 2128465Accession 0001104659-26-057011
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Disclosure sections

Items 1.01, 8.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01. Entry into a Material Definitive Agreement On May 5, 2026, World Omni Financial Corp. (“World Omni”) and World Omni Auto Receivables LLC (the “Depositor”) entered into an Underwriting Agreement with BofA Securities, Inc., Mizuho Securities USA LLC, Truist Securities, Inc. and U.S. Bancorp Investments, Inc., on behalf of themselves and as representatives of the several underwriters (collectively, the “Underwriters”), whereby each of the Underwriters has severally agreed to purchase $1,296,630,000 aggregate principal balance of various classes of Asset-Backed Notes to be issued by World Omni Auto Receivables Trust 2026-B (the “Issuing Entity”), a Delaware statutory trust created pursuant to that certain Trust Agreement, dated as of April 1, 2026, as will be amended and restated by the Trust Agreement, to be dated as of May 13, 2026, 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 all the Underwritten Notes (as defined below) if any of the Underwritten Notes are purchased. 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 SF-3 (Commission File No. 333-283578) filed on December 4, 2024 and as amended by Pre-Effective Amendment No. 1 on January 13, 2025. It is anticipated that the Underwritten Notes will be issued on or about May 13, 2026 (the “Issuance Date”). The Underwriting Agreement is filed as an exhibit hereto.
Item 8.01Item 8.01 - Other Events
Item 8.01. Other Events. The registrant has filed a final prospectus, dated May 5, 2026, setting forth a description of the collateral pool and the structure of $268,000,000 aggregate principal amount of the Class A-1 Asset-Backed Notes (the “Class A-1 Notes”), $250,000,000 aggregate principal amount of the Class A-2a Asset-Backed Notes (the “Class A-2a Notes”), $199,140,000 aggregate principal amount of the Class A-2b Asset-Backed Notes (the “Class A-2b Notes” and, together with the Class A-2a Notes, the “Class A-2 Notes”), $449,140,000 aggregate principal amount of the Class A-3 Asset-Backed Notes (the “Class A-3 Notes”), $90,860,000 aggregate principal amount of the Class A-4 Asset-Backed Notes (the “Class A-4 Notes”), $39,490,000 aggregate principal amount of the Class B Asset-Backed Notes (the “Class B Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the “Underwritten Notes”) and $19,740,000 aggregate principal amount of the Class C Asset-Backed Notes (the “Class C Notes” and, together with the Underwritten Notes, the “Notes”) to be issued by the Issuing Entity. The Underwritten Notes are being offered publicly for sale. The Class C Notes are not being offered publicly for sale and will initially be retained by the registrant or one or more of its affiliates on the Issuance Date. On the Issuance Date, the Depositor will enter into an amended and restated Trust Agreement, in substantially the form of which is filed as an exhibit hereto, with the Owner Trustee, relating to the Issuing Entity. On the Issuance Date, World Omni and the Depositor will enter into a Receivables Purchase Agreement, in substantially the 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, World Omni, as servicer (the “Servicer”), and Wilmington Trust, National Association, as account bank (the “Account Bank”), will enter into a Sale and Servicing Agreement, in substantially the 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, and the Issuing Entity will engage World Omni to service those assets. On the Issuance Date, the Issuing Entity will issue to the Depositor the Notes pursuant to an Indenture, in substantially the form of which is filed as an exhibit hereto, to be entered into by and among the Issuing Entity, The Bank of Wilmington Trust, National Association, as indenture trustee (the “Indenture Trustee”), and the Account Bank. On the Issuance Date, the Issuing Entity, the Indenture Trustee, the Depositor and World Omni, as administrator (the “Administrator”), will enter into an Administration Agreement, in substantially the form of which is filed as an exhibit hereto, pursuant to which the Administrator agrees to perform certain duties and obligations of the Issuing Entity and the Owner Trustee under the transaction documents. On the Issuance Date, the Issuing Entity, the Servicer, the Administrator, and Clayton Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”), will enter into an Asset Representations Review Agreement, in substantially the form of which is filed as an exhibit hereto, pursuant to which the Asset Representations Reviewer will agree to perform, upon satisfaction of certain trigger events, reviews of certain receivables for compliance with the representations and warranties made by World Omni about such receivables. Legal opinions and a consent of Mayer Brown LLP are attached as Exhibit 5.1 and Exhibit 8.1. In connection with the offering of the Underwritten Notes, the chief executive officer of the Registrant has made the certifications required by Paragraph I.B.1(a) of Form SF-3 attached as Exhibit 36.1. The certification is being filed on this Current Report to satisfy the requirements of Item 601(b)(36) of Regulation S-K.
Filed exhibits (5)
EX-4.1 (by filename) tm2612646d11_ex4-1.htm

EX-4.1 3 tm2612646d11_ex4-1.htm SALE AND SERVICING AGREEMENT Exhibit 4.1 SALE AND SERVICING AGREEMENT among WORLD OMNI AUTO RECEIVABLES TRUST 2026-B, Issuing Entity, WORLD OMNI AUTO RECEIVABLES LLC, Depositor, WORLD OMNI FINANCIAL CORP., Servicer, and WILMINGTON TRUST, NATIONAL ASSOCIATION, Account Bank Series 2026-B Dated as of May 13, 2026 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.01 Definitions 1 ARTICLE II CONVEYANCE OF RECEIVABLES 1 Section 2.01 Conveyance of Receivables 1 Section 2.02 Intention of Parties 2 ARTICLE III THE RECEIVABLES 2 Section 3.01 Representations and Warranties of World Omni with Respect to Each Receivable 2 and the Pool of Receivables Section 3.02 Repurchase upon Breach; Dispute Resolution 6 Section 3.03 Custody of Receivable Files 11 Section 3.04 Duties of Servicer as Custodian 11 Section 3.05 Instructions; Authority to Act …

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EX-4.2 (by filename) tm2612646d11_ex4-2.htm

EX-4.2 4 tm2612646d11_ex4-2.htm INDENTURE Exhibit 4.2 INDENTURE among WORLD OMNI AUTO RECEIVABLES TRUST 2026-B, as Issuing Entity, Wilmington Trust, national association, as Indenture Trustee, and Wilmington Trust, national association, as Account Bank Dated as of May 13, 2026 TABLE OF CONTENTS Page Article I 2 Definitions and Incorporation by Reference Section 1.01 Definitions 2 Section 1.02 Incorporation by Reference of Trust Indenture Act 2 Article II 3 The Notes Section 2.01 Form 3 Section 2.02 Execution, Authentication and Delivery 3 Section 2.03 Temporary Notes 4 Section 2.04 …

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EX-4.3 (by filename) tm2612646d11_ex4-3.htm

EX-4.3 5 tm2612646d11_ex4-3.htm TRUST AGREEMENT Exhibit 4.3 TRUST AGREEMENT between WORLD OMNI AUTO RECEIVABLES LLC, as Depositor, and U.S. BANK TRUST NATIONAL ASSOCIATION, as Owner Trustee Dated as of May 13, 2026 TABLE OF CONTENTS Page Article I Definitions 1 Section 1.01 Capitalized Terms 1 Article II Organization 1 Section 2.01 Name 1 Section 2.02 Office 1 Section 2.03 Purposes and Powers 1 Section 2.04 Appointme…

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EX-99.1 (by filename) tm2612646d11_ex99-1.htm

EX-99.1 9 tm2612646d11_ex99-1.htm RECEIVABLES PURCHASE AGREEMENT Exhibit 99.1 RECEIVABLES PURCHASE AGREEMENT by and between WORLD OMNI FINANCIAL CORP. and WORLD OMNI AUTO RECEIVABLES LLC Dated as of May 13, 2026 TABLE OF CONTENTS Page No. Article I 1 Certain Definitions Section 1.01 Definitions 1 Article II 2 Conveyance of Receivables Section 2.01 Conveyance of Receivables 2 Section 2.02 Purchase Price 2 Section 2.03 Intention of Parties 3 Section 2.04 The Closing 3 Article III 3 Representations and Warranties Section 3.01 Representations and 3 Warranties of WOAR Section 3.02 Representations and 4 Warranties of World Omni Article IV …

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EX-99.2 (by filename) tm2612646d11_ex99-2.htm

EX-99.2 10 tm2612646d11_ex99-2.htm ADMINISTRATION AGREEMENT Exhibit 99.2 ADMINISTRATION AGREEMENT among WORLD OMNI AUTO RECEIVABLES TRUST 2026-B as Issuing Entity, WORLD OMNI FINANCIAL CORP., as Administrator, WORLD OMNI AUTO RECEIVABLES LLC, as Depositor, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Indenture Trustee Dated as of May 13, 2026 TABLE OF CONTENTS Page Section 1. Duties 2 of the Administrator Section 2. Records 11 Section 3. Compensation 11 Section 4. Additional 11 Information to be Furnished to the Issuing Entity Section 5. Independence 11 of the Administrator Section 6. No 11 Joint Venture Section 7. Other 11 Activities of Administrator Sectio…

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