Item 1. Business.
Item 1A.
Item 1A. Risk Factors.
Item 2. Properties.
Item 3. Legal Proceedings.
Item 4. Mine Safety Disclosures.
Item 1B.
Item 1B. Unresolved Staff Comments.
None.
Item 1112(b) of Regulation AB. Significant Obligors of Pool Assets (Financial Information)
No single obligor represents more than 10% of the pool assets held by California Republic Auto Receivables Trust 2013-2.
Item 1114(b)(2) of Regulation AB. Credit Enhancement and Other Support Except for Certain Derivatives Instruments (Information Regarding Significant Enhancement Providers)
None.
Item 1115(b) of Regulation AB. Certain Derivative Instruments (Financial Information)
No entity or group of affiliated entities provides any derivative instruments that are used to alter payments characteristics of the cash flows from the Trust.
Item 1117 of Regulation AB. Legal Proceedings
No legal proceedings are pending against any of California Republic Bank (the “Sponsor”), California Republic Funding, LLC (the “Depositor”), or the Trust, or to our knowledge against Deutsche Bank Trust Company Americas (the “Indenture Trustee”), or against any property of any such entities that are or would be material to holders of the Notes or Certificate (the “Certificate”) issued by the Trust.
PART II
The following items have been omitted from Part II in accordance with general instruction J to Form 10-K:
Item 5.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Item 6.
Item 6. Selected Financial Data.
Item 7.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
Item 8.
Item 8. Financial Statements and Supplementary Data.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
Item 9A.
Item 9A. Controls and Procedures.
Item 9B.
Item 9B. Other Information.
None.
PART III
The following items have been omitted from Part III in accordance with general instruction J to Form 10-K:
Item 10.
Item 10. Directors and Executive Officers of the Registrant.
Item 11.
Item 11. Executive Compensation.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Item 13.
Item 13. Certain Relationships and Related Transactions.
Item 14.
Item 14. Principal Accounting Fees and Services.
The following substitute information is provided in accordance with General Instruction J to Form 10-K:
Item 1119 of Regulation AB. Affiliations and Certain Relationships and Related Transactions.
The Sponsor is the originator, as contemplated by Item 1110 of Regulation AB, of all the pool assets owned by the Trust. The Sponsor is also the primary servicer. The Depositor is a wholly-owned subsidiary of the Sponsor and, therefore, a wholly-owned subsidiary of the originator and the primary servicer.
The Indenture Trustee is not affiliated with the Sponsor (including in its role as originator and primary servicer), the Depositor, or the Trust. The Owner Trustee is not affiliated with the Sponsor or the Depositor.
There are no significant obligors or support providers, or other material parties related to the Notes or Certificate.
In addition, there are no business relationships, agreements, arrangements, transactions or understanding outside the ordinary course of business or on terms other than would be obtained in an arm’s length transaction with an unrelated party, apart from the transaction involving the issuance of the Notes and Certificate by the Trust, between the Sponsor, the Depositor or the Trust and any of the parties mentioned in this Item.
Item 1122 of Regulation AB. Compliance with Applicable Servicing Criteria.
The Sponsor (in its role as servicer), and the Indenture Trustee (the Sponsor, as servicer, and the Indenture Trustee collectively as the “Servicing Participants”) have each been identified by the Depositor as participating in the servicing function with respect to the asset pool held by the Trust. The Servicing Participants have each completed a report on an assessment of compliance with its respective servicing functions (each, a “Servicing Report”), which Servicing Reports are attached as exhibits to this Form 10-K. Neither the Servicing Reports prepared by any of the Servicing Participants, nor the Attestation Reports provided by the Servicing Participants’ respective registered public accounting firms have identified any material instance of noncompliance with the servicing criteria applicable to the respective Servicing Participant.
Item 1123 of Regulation AB. Servicer Compliance Statement.
The Sponsor (in its role as servicer) has been identified by the Depositor as a servicer with respect to the asset pool held by the Trust. The Sponsor has completed a statement of compliance with applicable servicing criteria (the “Compliance Statement”), signed by an authorized officer of the Sponsor. The Compliance Statement is attached as an exhibit to this Form 10-K.
PART IV
Item 15.
Item 15. Exhibits, Financial Statement Schedules.
(a) (1) Financial Statements: Not applicable.
(2) Financial Statement Schedules: Not applicable
(3) List of Exhibits
The following exhibits are provided as part of, and incorporated by reference into, this Annual Report on Form 10-K:
Exhibit
Description
3.1
Depositor’s Certificate of Formation
*
3.2
Depositor’s Operating Agreement
*
4.1
The Indenture
**
4.2
Amended and Restated Trust Agreement
**
Sale and Servicing Agreement
**
Section 302 Certification
Filed herewith
33.1
Management’s Report on assessment of Compliance with SEC Regulation AB Servicing Criteria
Filed herewith
33.2
Indenture Trustee’s Assertion of Compliance
Filed herewith
34.1
Report of Independent Registered Public Accounting Firm (Ernst & Young LLP on behalf of California Republic Bank)
Filed herewith
34.2
Report of Independent Registered Public Accounting Firm (KPMG LLP on behalf of Indenture Trustee)
Filed herewith
Servicing Compliance Report of California Republic Bank as Servicer
Filed herewith
* Incorporated herein by reference to the corresponding Exhibit to California Republic LLC’s Registration Statement filed on August 28, 2013 (File No. 333-190866).
** Incorporated herein by reference to the corresponding Exhibit to the Form 8-K filed on November 21, 2013 (File No. 333-190866-01).
(b) Exhibits.
The Depositor hereby is providing as part of this Annual Report on Form 10-K the exhibits listed in Item 15(a)(3) set forth above.
(c) Financial Statement Schedule.
Not Applicable.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as applicable pursuant to 12 CFR §360.6(b)(2), the Depositor has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
California Republic Funding, LLC, as Depositor
By:
/s/ Mark K. Olson
Mark K. Olson, Chief Financial Officer
Dated: March 28, 2014