UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  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): January 23, 2024

 

 

(Exact name of Issuing Entity as specified in its charter)

 

 

(Exact name of Depositor / Registrant as specified in its charter)

 

 

(Exact name of Sponsor as specified in its charter)

 

 

(State or Other Jurisdiction of Incorporation)

 

Registrant’s telephone number, including area code: (469) 754-4396

(Former Name or Former Address, if Changed Since Last Report)

 

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:

 

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

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  ☐

 

On or about January 31, 2024 (the “Closing Date”), Exeter Automobile Receivables Trust 2024-1, a Delaware statutory trust (the “Trust”), will issue the following classes of notes in the following amounts: (i) Class A-1 Asset-Backed Notes in the aggregate original principal amount of $63,000,000; (ii) Class A-2 Asset-Backed Notes in the aggregate original principal amount of $147,380,000; (iii) Class A-3 Asset-Backed Notes in the aggregate original principal amount of $78,960,000; (iv) Class B Asset-Backed Notes in the aggregate original principal amount of $116,240,000; (v) Class C Asset-Backed Notes in the aggregate original principal amount of  $100,800,000; (vi) Class D Asset-Backed Notes in the aggregate original principal amount of $99,720,000; and (vii) Class E Asset-Backed Notes in the aggregate original principal amount of $56,540,000 (collectively, the “Notes”).  Certain of the Notes will be registered under the Registration Statement filed by EFCAR, LLC (“EFCAR”) with the Securities and Exchange Commission under file number 333-268757 (the “Registration Statement”).

 

On January 23, 2024, EFCAR and Exeter Finance LLC (“Exeter”) entered into an Underwriting Agreement, dated as of January 23, 2024 (the “Underwriting Agreement”), with J.P. Morgan Securities LLC, BNP Paribas Securities Corp. and Wells Fargo Securities, LLC, acting on behalf of themselves and as representatives of the several underwriters named therein, for the sale of certain of the Notes.  Attached as Exhibit 1.1 is the Underwriting Agreement.

 

 

On the Closing Date: (a) Exeter, as seller, and EFCAR, as purchaser, will enter into a Purchase Agreement, to be dated as of January 7, 2024 (the “Purchase Agreement”), pursuant to which Exeter will transfer certain sub-prime automobile loan contracts (the “Receivables”) to EFCAR, (b) Exeter Holdings Trust 2024-1 (the “Holdings Trust”), EFCAR, as seller, Exeter, as servicer (in such capacity, the “Servicer”), the Trust and Citibank, N.A., as indenture trustee (in such capacity, the “Indenture Trustee”) and backup servicer (in such capacity, the “Backup Servicer”), will enter into a Sale and Servicing Agreement, to be dated as of January 7, 2024 (the “Sale and Servicing Agreement”), pursuant to which EFCAR will transfer the Receivables to the Trust and the Receivables will be serviced by the Servicer; (c) the Holdings Trust, as transferee, and the Trust, as transferor, will enter into a Contribution Agreement, to be dated as of January

7, 2024 (the “Contribution Agreement), pursuant to which the Receivables will be contributed by the Trust to the Holdings Trust; (d) EFCAR and Wilmington Trust Company, as owner trustee, will enter into an Amended and Restated Trust Agreement of the Trust, to be dated as of January 7, 2024, (e) the Trust and Wilmington Trust Company, as owner trustee, will enter into an Amended and Restated Trust Agreement of the Holdings Trust, to be dated as of January 7, 2024, (f) the Trust, the Servicer,  and Clayton Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”) will enter into an Asset Representations Review Agreement, to be dated as of January 7, 2024 (the “Asset Representations Review Agreement”), pursuant to which the Asset Representations Reviewer will agree to review certain representations regarding the Receivables in certain circumstances, (g) the Trust, the Holdings Trust and the Indenture Trustee will enter into an Indenture, to be dated as of January 7, 2024 (the “Indenture”), pursuant to which the Notes will be issued and a security interest in the Receivables will be granted to the Indenture Trustee, (h) Exeter, as custodian (in such capacity, the “Custodian”), the Servicer and the Indenture Trustee will enter into a Custodian Agreement, to be dated as of January 7, 2024 (the “Custodian Agreement”), pursuant to which the Custodian will maintain custody of certain files related to the Receivables, and (j) the Trust and the Indenture Trustee will enter into an Accession Agreement, to be dated as of January 31, 2024 (the “Accession Agreement”), pursuant to which the Trust and the Indenture Trustee will become parties to the Intercreditor Agreement, dated December 9, 2022 (the “Intercreditor Agreement”), among the Servicer, Citibank, N.A., as intercreditor agent (in such capacity, the “Intercreditor Agent”), and each other party that becomes a party thereto from time to time pursuant to an accession agreement, related to one or more accounts which are the subject of the Deposit Account Control Agreement, dated December 9, 2022 (the “Deposit Account Control Agreement”), among the Servicer, the Intercreditor Agent, and Wells Fargo Bank, National Association, as lockbox bank (the “Lockbox Bank”).

 

This Current Report on Form 8-K is being filed to satisfy an undertaking to file copies of certain agreements to be executed in connection with the issuance of the Notes, the forms of which were filed as Exhibits to the Registration Statement.  Attached as Exhibit 4.2 is the form of the Indenture, as Exhibit 4.3 is the form of the Amended and Restated Trust Agreement for the Trust, as Exhibit 4.4 is the form of the Amended and Restated Trust Agreement for the Holdings Trust, as Exhibit 4.5 is the form of the Sale and Servicing Agreement, as Exhibit 10.1 is the form of the Purchase Agreement, as Exhibit 10.2 is the form of the Contribution Agreement, as Exhibit 10.3 is the Deposit Account Control Agreement, as Exhibit 10.4 is the form of the Asset Representations Review Agreement, as Exhibit 10.5 is the form of the Custodian Agreement, as Exhibit 10.6 is the form of the Intercreditor Agreement and as Exhibit 10.7 is the form of the Accession Agreement.

 

In connection with the offering of certain of the Notes, the chief executive officer of EFCAR has made the certifications required by Paragraph I.B.1(a) of Form SF-3 attached as Exhibit 36.1.  The certifications are included in the Depositor Certification attached as Exhibit 36.1, which is being filed as an exhibit to this Current Report on Form 8-K in order to satisfy the requirements of Item 601(b)(36) of Regulation S-K.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: January 25, 2024