**
 

 

**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

 

**FORM 10-K**

 

 

**(Mark One)**
****☒********
**ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For the fiscal year ended: March 31, 2020**

**OR**

 
****☐********
**TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For the transition period from                     to                    **

**Commission File Number of issuing entity: 333-207127-01**

**Central Index Key Number of issuing entity: 0001685342**

 

 

**SMART ABS SERIES 2016-2US TRUST**

**(Exact name of issuing entity as specified in its charter)**

**Commission File Number of depositor and sponsor: 333-207127**

**Central Index Key Number of depositor and sponsor: 0001549785**

**MACQUARIE LEASING PTY LIMITED**

**(Exact name of depositor and sponsor as specified in its charter)**

 

 

 
**Australia** **98-1073245**
**(State or Other Jurisdiction of**

**Incorporation of issuing entity)**
 
**(I.R.S. Employer**

**Identification No. of issuing entity)**

**Level 6**

**50 Martin Place**

**Sydney,NSW 2000, Australia**
 **Not Applicable****(Address of Principal Executive Offices of issuing entity)** **(Zip Code)**
**+ 61 (2) 8232-3333**

**(Telephone number, including area code)**

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

 
**Title of each class** 
**Trading**

**Symbol(s)**
 
**Name of each exchange**

**onwhich registered**
**            ** **            ** **            **
**Securities registered pursuant toSection 12(g) of the Act: NONE**

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405of the Securities Act.    ☐  Yes    ☒  No 

Indicate by check mark if theregistrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    ☐  Yes    ☒  No 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90days.    ☒  Yes    ☐  No 

Indicate by check mark whether registrant has submittedelectronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files).    ☒  Yes    ☐  No 

Indicate by check mark whether theregistrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,”“accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): 

 
Large accelerated filer ☐  Accelerated filer ☐Non-accelerated filer ☒  Smaller reporting company ☐   Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition periodfor complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

Indicateby check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    ☐  Yes    ☒  No 

State the aggregate market value of the voting and non-voting common equity held by nonaffiliates computed byreference to the price at which the common equity was last sold, or the average bid and asked prices of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. NONE HELD BYNONAFFILIATES. 

**DOCUMENTS INCORPORATED BY REFERENCE**

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I,Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Actof 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). NONE. 

 

 

 
**

**PART I**

**THE FOLLOWING ITEMS HAVE BEEN OMITTED IN ACCORDANCE WITH GENERAL INSTRUCTION J TO FORM 10-K:**

 
 (A)
ITEM 1, BUSINESS. 

 
 (B)
ITEM 1A, RISK FACTORS. 

 
 (C)
ITEM 2, PROPERTIES. 

 
 (D)
ITEM 3, LEGAL PROCEEDINGS. 

 
 (E)
ITEM 4, MINE SAFETY DISCLOSURES. 

**ITEM 1B. UNRESOLVED STAFF COMMENTS.**

None. 

**SUBSTITUTE INFORMATION PROVIDED IN ACCORDANCE WITH GENERAL INSTRUCTION J TO FORM 10-K:**

**ITEM 1112(B) OF REGULATION AB. SIGNIFICANT OBLIGORS OF POOL ASSETS (FINANCIAL INFORMATION).**

No single obligor represents 10% or more of the pool assets held by SMART ABS Series 2016-2US Trust (the“Trust”). 

**ITEM 1114(B)(2) OF REGULATION AB. CREDIT ENHANCEMENT AND OTHER SUPPORT, EXCEPT FOR CERTAIN DERIVATIVES INSTRUMENTS(INFORMATION REGARDING SIGNIFICANT ENHANCEMENT PROVIDERS—FINANCIAL INFORMATION).**

None. 

**ITEM 1115(B) OF REGULATION AB. CERTAIN DERIVATIVES INSTRUMENTS (FINANCIAL INFORMATION).**

The following financial statements are hereby incorporated by reference in this Form 10-K: (i) the consolidatedaudited financial statements of Australia and New Zealand Banking Group Limited (“ANZ”) and its subsidiaries as of September 30, 2012 and for the year then ended, included as an exhibit to the Form8-K filed by Macquarie Leasing Pty Limited (“Macquarie Leasing”) with the Securities and Exchange Commission (the “SEC”) on December 18, 2012 (FileNo. 333-181822), (ii) the consolidated audited financial statements of ANZ and its subsidiaries as of September 30, 2013 and for the year then ended, included as an exhibit to the Form 8-K filed by Macquarie Leasing with the SEC on December 20, 2013 (File No. 333-181822), (iii) the consolidated audited financial statements of ANZ and itssubsidiaries as of September 30, 2014, and for the year then ended, included as an exhibit to the Form 8-K filed by Macquarie Leasing with the SEC on December 9, 2014 (File No. 333-181822) , (iv) the consolidated audited financial statements of ANZ and its subsidiaries as of September 30, 2014, and for the year then ended, included as an exhibit to the Form 8-K filed by Macquarie Leasing with the SEC on December 9, 2014 (File No. 333-181822), (v) the consolidated audited financial statements of ANZ and its subsidiariesas of September 30, 2015, and for the year then ended, included as an exhibit to the Form 8-K filed by Macquarie Leasing with the SEC on December 1, 2015 (FileNo. 333-181822), (vi) the consolidated audited financial statements of ANZ and its subsidiaries as of September 30, 2016, and for the year then ended, included as an exhibit to the Form 8-K filed by Macquarie Leasing with the SEC on December 15, 2016 (File No. 333-181822), (vii) the consolidated audited financial statements of ANZ and itssubsidiaries as of September 30, 2017, and for the year then ended, included as an exhibit to the Form 8-K filed by Macquarie Leasing with the SEC on December 15, 2017 (File No. 333-181822), (viii) the consolidated audited financial statements of ANZ and its subsidiaries as of September 30, 2018, and for the year then ended, included as an exhibit to the Form 8-K filed by Macquarie Leasing with the SEC on December 19, 2018 (File No. 333-181822), (ix) the consolidated audited financial statements of ANZ and itssubsidiaries as of March 31, 2019, and for the half-year then ended, included as an exhibit to the Form 8-K filed by Macquarie Leasing with the SEC on June 18, 2019 (File No. 333-181822), (x) the consolidated audited financial statements of ANZ and its subsidiaries as of September 30, 2019, and for the year then ended, included as an exhibit to the Form 8-K filed by Macquarie Leasing with the SEC on December 17, 2019 (File No. 333-181822), and (xi) the consolidated audited financial statements of ANZ and itssubsidiaries as of March 31, 2020, and for the half-year then ended, included as an exhibit to the Form 8-K filed by Macquarie Leasing with the SEC on June 4, 2020 (File No. 333-181822),

**ITEM 1117 OF REGULATION AB. LEGAL PROCEEDINGS.**

There are no legal proceedings or proceedings known to be contemplated by governmental authorities involving Macquarie Leasing (as depositor, servicer andsponsor), the Trust, Perpetual Trustee Company Limited (as issuer trustee), P.T. Limited (as security trustee) or Macquarie Securitisation Limited (“Macquarie Securitisation” in its capacity as manager, as successor to Macquarie SecuritiesManagement Pty Limited), or any property thereof, that are or would be material to holders of the SMART ABS Series 2016-2US Trust Class A Notes. 

The Bank of New York Mellon (formerly The Bank of New York) (“BNYM” and as US$ note trustee, US$ note registrar and principal paying agent) hasprovided the following disclosure for inclusion in this Form 10-K: In the ordinary course of business, The Bank of New York Mellon, The Bank of New York Mellon Trust Company, N.A., and BNY Mellon Trust ofDelaware (collectively, “BNY Mellon”) are named as a defendant in legal actions. In connection with its role as trustee of certain residential mortgage-backed securitization (“RMBS”) transactions, BNY Mellon has been named as adefendant in a number of legal actions brought by RMBS investors. These lawsuits allege that the trustee had expansive duties under the governing agreements, including the duty to investigate and pursue breach of representation and warranty claimsagainst other parties to the RMBS transactions. While it is inherently difficult to predict the eventual outcomes of pending actions, BNY Mellon denies liability and intends to defend the litigations vigorously. 

We have not independently verified the accuracy of BNYM’s assertions or the adequacy of its remediation efforts. 

**PART II**

**THE FOLLOWING ITEMS HAVE BEENOMITTED IN ACCORDANCE WITH GENERAL INSTRUCTION J TO FORM 10-K:**

 
 (A)
ITEM 5, MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OFEQUITY SECURITIES. 

 
 (B)
ITEM 6, SELECTED FINANCIAL DATA. 

 
 (C)
ITEM 7, MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 
 (D)
ITEM 7A, QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. 

 
 (E)
ITEM 8, FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. 

 
 (F)
ITEM 9, CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

 
 (G)
ITEM 9A, CONTROLS AND PROCEDURES. 

**ITEM 9B. OTHER INFORMATION.**

None. 

**PART III**

**THE FOLLOWING ITEMS HAVEBEEN OMITTED IN ACCORDANCE WITH GENERAL INSTRUCTION J TO FORM 10-K:**

 
 (A)
ITEM 10, DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. 

 
 (B)
ITEM 11, EXECUTIVE COMPENSATION. 

 
 (C)
ITEM 12, SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

 
 (D)
ITEM 13, CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. 

 
 (E)
ITEM 14, PRINCIPAL ACCOUNTANT FEES AND SERVICES. 

**SUBSTITUTE INFORMATION PROVIDED IN ACCORDANCE WITH GENERAL INSTRUCTION J TO FORM 10-K:**

**ITEM 1119 OF REGULATION AB. AFFILIATIONS AND CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.**

Pursuant to the Instructions to Item 1119 of Regulation AB, information required by Item 1119 has been omitted from this annual report on Form 10-K.

**ITEM 1122 OF REGULATION AB. COMPLIANCE WITH APPLICABLE SERVICING CRITERIA.**

Macquarie Leasing, Macquarie Securitisation, Perpetual Trustee Company Limited and BNYM (collectively, the “Servicing Participants”) have each beenidentified by the registrant as parties participating in the servicing function during the reporting period with respect to the pool assets held by the Trust. Each of the Servicing Participants has completed a report on an assessment ofcompliance with the servicing criteria applicable to such Servicing Participant (each, a “Report on Assessment”), which Reports on Assessment are attached as exhibits to this Form 10-K. In addition,each of the Servicing Participants has provided an attestation report (each, an “Attestation Report”) by a registered public accounting firm regarding its related Report on Assessment, which Attestation Reports are attached as exhibits tothis Form 10-K.

Neither the Report on Assessment nor the Attestation Report for any of the Servicing Participantshas identified any material instances of noncompliance with the servicing criteria described in the related Report on Assessment as being applicable to such Servicing Participants, except as indicated below: 

Exceptions: BNYM has provided the following disclosure for inclusion in this Form 10-K:

1122(d)(3)(i)(A): Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transactionagreements and applicable Commission requirements. Specifically, such reports are prepared in accordance with timeframes and other terms set forth in the transaction agreements. 

1122(d)(3)(i)(A): 

Noncompliance: 

During thePeriod, certain reports to investors were not prepared in accordance with the timeframes set forth in the transaction agreements. 

Remediation: 

 
 • 
Transaction identifiers will be verified and made uniform, as needed, between the BNY Mellon Investor Reportingwebsite and the system that generates investor reports. 

 
 • 
All desktop procedures for the Platform will be reviewed to make sure the correct transaction identifiers arelisted for all reports that need to be made available to investors on the BNY Mellon Investor Reporting website. 

 
 • 
A review of the BNY Mellon Investor Reporting website will be undertaken on the relevant Payment Dates to verifythat all pertinent reports have been successfully posted and assure any needed remediation occurs on the same date. 

The identifiedinstances of noncompliance by BYNM did not involve the servicing of pool assets held by the Trust. 

We have not independently verified the accuracy ofBNYM’s assertions or the adequacy of its remediation efforts. 

**ITEM 1123 OF REGULATION AB. SERVICER COMPLIANCE STATEMENT.**

Macquarie Leasing and Macquarie Securitisation have been identified by the registrant as servicers during the reporting period with respect to the pool assetsheld by the Trust. Each of Macquarie Leasing and Macquarie Securitisation has provided statements of compliance for the reporting period, signed by an authorized officer of Macquarie Leasing and Macquarie Securitisation, respectively. Suchcompliance statements are attached as exhibits to this Form 10-K.

**PART IV**

**ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.**

 
 (a)
List the following documents filed as part of this Form 10-K:

1. Not applicable. 

2. Not applicable.

3. The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index. 

 
 (b)
The exhibits filed in response to Item 601 of Regulation S-K arelisted in the Exhibit Index. 

**Exhibit Index**

 
Exhibit No.  Document Description1.1  US$ Underwriting Agreement, dated October 6, 2016, among J.P. Morgan Securities LLC, individually and as representative of the several underwriters named therein, Macquarie Leasing Pty Limited, Macquarie Securities Management Pty Limited and Perpetual Trustee Company Limited.* 4.1  Master Trust Deed* (incorporated by reference to Exhibit 4.1 of Amendment No. 1 to Form SF-3 Registration Statement No. 333-207127 filed on December 23, 2015). 4.2  SMART ABS Series 2016-2US Trust Trust Creation Deed, dated September 14, 2016, made by Perpetual Trustee Company Limited.* 4.3  Master Security Trust Deed* (incorporated by reference to Exhibit 4.3 of Amendment No. 1 to Form SF-3 Registration Statement No. 333-207127 filed on December 23, 2015). 
Exhibit No.  Document Description  4.4  SMART ABS Series 2016-2US Trust General Security Deed, dated September 29, 2016, among Macquarie Securities Management Pty Limited, Perpetual Trustee Company Limited, The Bank of New York Mellon and P.T. Limited.*   4.5  SMART ABS Series 2016-2US Trust US$ Note Trust Deed (including US$ Note Terms and Conditions), dated September 29, 2016, among The Bank of New York Mellon, Macquarie Leasing Pty Limited, Macquarie Securities Management Pty Limited and Perpetual Trustee Company Limited.*   4.6  SMART ABS Series 2016-2US Trust Series Supplement, dated September 29, 2016, among Macquarie Securities Management Pty Limited, Perpetual Trustee Company Limited, Macquarie Bank Limited and Macquarie Leasing Pty Limited.* 10.1  Master Sale and Servicing Deed* (incorporated by reference to Exhibit 10.1 of Amendment No. 1 to Form SF-3 Registration Statement No. 333-207127 filed on December 23, 2015). 10.2  SMART ABS Series 2016-2US Trust Agency Agreement, dated September 29, 2016, among The Bank of New York Mellon, Macquarie Securities Management Pty Limited and Perpetual Trustee Company Limited.* 10.3  SMART ABS Series 2016-2US Trust Currency Swap Agreement relating to the US$ Notes (including the Schedule and Credit Support Annex as defined in that agreement), dated as of September 29, 2016, among Australia and New Zealand Banking Group Limited, Perpetual Trustee Company Limited and Macquarie Securities Management Pty Limited, together with anexecuted copy of each Confirmation relating to such agreement, effective on October 14, 2016.*10.4  SMART ABS Series 2016-2US Trust Fixed Rate Swap Agreement (including the Schedule and Credit Support Annex as defined in that agreement), dated September 29, 2016, among Macquarie Bank Limited, Perpetual Trustee Company Limited and Macquarie Securities Management Pty Limited, together with an executed copy of the Confirmation relating to suchagreement, effective on October 14, 2016.* 10.5  SMART ABS Series 2016-2US Trust Regulation AB Compliance Agreement, dated September 29, 2016, amongst Perpetual Trustee Company Limited, Macquarie Securities Management Pty Limited, Macquarie Leasing Pty Limited, Macquarie Bank Limited, Australia and New Zealand Banking Group Limited and The Bank of New York Mellon.* 10.6  SMART ABS Series 2016-2US Asset Representations Review Agreement, dated October 14, 2016, amongst Perpetual Trustee Company Limited, Macquarie Securities Management Pty Limited, Macquarie Leasing Pty Limited and Clayton Fixed Income Services LLC. * 31.1  Certification of Senior Officer in Charge of Securitization of the Depositor Pursuant to Rule 15d-14(d).33.1  Report on Assessment of Compliance with Servicing Criteria of Macquarie Leasing Pty Limited. 33.2  Report on Assessment of Compliance with Servicing Criteria of Macquarie Securitisation Limited. 33.3  Report on Assessment of Compliance with Servicing Criteria of Perpetual Trustee Company Limited. 33.4  Report on Assessment of Compliance with Servicing Criteria of The Bank of New York Mellon. 
Exhibit No.  Document Description34.1  Attestation Report on Assessment of Compliance with Servicing Criteria of PricewaterhouseCoopers, on behalf of Macquarie Leasing Pty Limited. 34.2  Attestation Report on Assessment of Compliance with Servicing Criteria of PricewaterhouseCoopers, on behalf of Macquarie Securitisation Limited. 34.3  Attestation Report on Assessment of Compliance with Servicing Criteria of KPMG, on behalf of Perpetual Trustee Company Limited. 34.4  Attestation Report on Assessment of Compliance with Servicing Criteria of KPMG LLP, on behalf of The Bank of New York Mellon. 35.1  Servicer Compliance Statement of Macquarie Leasing Pty Limited. 35.2  Servicer Compliance Statement of Macquarie Securitisation Limited. 99.1  The consolidated audited financial statements of Australia and New Zealand Banking Group Limited and its subsidiaries as of September 30, 2012 and for the year then ended, included as an exhibit to the Form 8-K filed by Macquarie Leasing Pty Limited with the Securities and Exchange Commission on December 18, 2012, are incorporated herein by reference.* 99.2  The consolidated audited financial statements of Australia and New Zealand Banking Group Limited and its subsidiaries as of September 30, 2013 and for the year then ended, included as an exhibit to the Form 8-K filed by Macquarie Leasing Pty Limited with the Securities and Exchange Commission on December 20, 2013, are incorporated herein by reference.* 99.3  The consolidated audited financial statements of Australia and New Zealand Banking Group Limited and its subsidiaries as of September 30, 2014 and for the year then ended, included as an exhibit to the Form 8-K filed by Macquarie Leasing Pty Limited with the Securities and Exchange Commission on December 9, 2014, are incorporated herein by reference.* 99.4  The consolidated audited financial statements of Australia and New Zealand Banking Group Limited and its subsidiaries as of September 30, 2015 and for the year then ended, included as an exhibit to the Form 8-K filed by Macquarie Leasing Pty Limited with the Securities and Exchange Commission on December 1, 2015, are incorporated herein by reference.* 99.5  The consolidated audited financial statements of Australia and New Zealand Banking Group Limited and its subsidiaries as of September 30, 2016 and for the year then ended, included as an exhibit to the Form 8-K filed by Macquarie Leasing Pty Limited with the Securities and Exchange Commission on December 15, 2016, are incorporated herein by reference.* 99.6  The consolidated audited financial statements of Australia and New Zealand Banking Group Limited and its subsidiaries as of September 30, 2017 and for the year then ended, included as an exhibit to the Form 8-K filed by Macquarie Leasing Pty Limited with the Securities and Exchange Commission on December 15, 2017, are incorporated herein by reference.* 
Exhibit No.  Document Description99.7  The consolidated audited financial statements of Australia and New Zealand Banking Group Limited and its subsidiaries as of September 30, 2018 and for the year then ended, included as an exhibit to the Form 8-K filed by Macquarie Leasing Pty Limited with the Securities and Exchange Commission on December 19, 2018, are incorporated herein by reference.* 99.8  The consolidated audited financial statements of Australia and New Zealand Banking Group Limited and its subsidiaries as of March 31, 2019 and for the half-year then ended, included as an exhibit to the Form 8-K filed by Macquarie Leasing Pty Limited with the Securities and Exchange Commission on June 18, 2019, are incorporated herein by reference.* 99.9  The consolidated audited financial statements of Australia and New Zealand Banking Group Limited and its subsidiaries as of September 30, 2019 and for the year then ended, included as an exhibit to the Form 8-K filed by Macquarie Leasing Pty Limited with the Securities and Exchange Commission on December 17, 2019, are incorporated herein by reference.* 99.10  The consolidated audited financial statements of Australia and New Zealand Banking Group Limited and its subsidiaries as of March 31, 2020 and for the half-year then ended, included as an exhibit to the Form 8-K filed by Macquarie Leasing Pty Limited with the Securities and Exchange Commission on June 4, 2020, are incorporated herein by reference.* 
 
*
Previously filed. 

(c) Not applicable. 

**Supplemental Informationto be Furnished**

**With Reports Filed Pursuant to Section 15(d)**

**of the Act by Registrants Which Have Not Registered**

**Securities Pursuant to Section 12 of the Act.**

No annual report or proxy materials have been sent to security holders and no such report or proxy materials are to be furnished to security holderssubsequent to the filing of this Annual Report on Form 10-K.

**SIGNATURES**

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed onits behalf by the undersigned, thereunto duly authorized. 

 
Macquarie Leasing Pty Limited(Depositor)By: 
/s/ Daniel McGrath
 Daniel McGrath Division Director*
Dated: June 25, 2020 

 
*
Daniel McGrath is the senior officer in charge of securitization of the Depositor.