UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

WASHINGTON, D.C. 20549 

 

 

FORM 10-K 

 

 

(Mark one) 

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 

EXCHANGE ACT OF 1934 

For the fiscal year ended December 31, 2019

OR 

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 

EXCHANGE ACT OF 1934 

For the transition period from                 to                

California Republic Auto Receivables Trust 2018-1 

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

Central Index Key Number of Issuing Entity: 0001741276

Commission File Number of Issuing Entity: 333-207639-04 

California Republic Funding, LLC 

(Exact name of Depositor as specified in its charter) 

Central Index Key Number of Depositor: 0001561326 

Commission File Number of Depositor: 333-207639 

Mechanics Bank 

(Exact name of Sponsor as specified in its charter) 

Central Index Key Number of Sponsor: 0001603949 

 

|                                                                                                                                                                                         |         |                                |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------|-------------------------------------|
|                               Delaware |    | 38-7183565                          |
| (State or other jurisdiction of incorporation or organization of Issuing Entity)                                                                                                             |    | (I.R.S Employer Identification No.) |
|                                                                                                                                                                                         |         |
| 1111 Civic Dr., Ste. 390, Walnut Creek CA                                                                                        |    | 94596                               |
| (Address of principal executive offices of Issuing Entity)                                                                                                                                   |    | (Zip Code)                          |

Telephone number, including area code of Issuing Entity: (925) 482-8000

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

 

| Title of each class |   | Trading

Symbol(s) |   | Name of each exchange on which registered |
|---------------------|--------|--------------------|--------|-------------------------------------------|
| None                |   | None               |   | None                                      |

Securities registered pursuant to Section 12(g) of the Act: None 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. 

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Yes [ ] No [X] 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. 

Yes [ ] No [X] 

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 Exchange Act 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 90 days. 

Yes [X] No [ ] 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes [X] No [ ] 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or 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. 

|                                         |         |                                                                               |
|----------------------------------------------|--------------|------------------------------------------------------------------------------------|
|  

Large Accelerated Filer [ ]          |    |         Accelerated Filer [ ]         |
|                                         |         |
| Non-Accelerated Filer  [X]

  |    |         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 period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  [ ] 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). 

Yes [ ] No [X] 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. 

Not applicable. 

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 Act of 1933. 

None. 

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PART I 

The following items have been omitted from Part I in accordance with general instruction J(1) to Form 10-K: 

Item 1. Business. 

Item 1A. Risk Factors. 

Item 2. Properties. 

Item 3. Legal Proceedings. 

Item 1B. Unresolved Staff Comments.

None. 

PART II 

The following items have been omitted from Part II in accordance with general instruction J(1) to Form 10-K: 

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. 

Item 6. Selected Financial Data. 

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 

Item 7A. Quantitative and Qualitative Disclosures about Market Risk. 

Item 8. Financial Statements and Supplementary Data. 

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. 

Item 9A. Controls and Procedures. 

Item 9B. Other Information. 

None. 

PART III 

The following items have been omitted from Part III in accordance with general instruction J(1) to Form 10-K: 

Item 10. Directors, Executive Officers and Corporate Governance. 

Item 11. Executive Compensation. 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 

Item 13. Certain Relationships and Related Transactions, and Director Independence. 

Item 14. Principal Accounting Fees and Services. 

 

 

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The following substitute information is provided in accordance with General Instruction J(2) to Form 10-K: 

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 2018-1 (the “Trust”). 

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 Derivatives Instruments (Financial Information) 

No entity or group of affiliated entities provides any derivatives 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 Mechanics Bank (the “Sponsor”), California Republic Funding, LLC (the “Depositor”), or the Trust, or against any property of any such entities that are or would be material to holders of the Notes or certificates (the “Certificates”) issued by the Trust. 

 

U.S. Bank National Association, the Indenture Trustee with respect to the Trust, has provided the following disclosure: 

 

In the last several years, U.S. Bank National Association (“U.S. Bank”) and other large financial institutions have been sued in their capacity as trustee or successor trustee for certain residential mortgage backed securities ("RMBS") trusts.  The complaints, primarily filed by investors or investor groups against U.S. Bank and similar institutions, allege the trustees caused losses to investors as a result of alleged failures by the sponsors, mortgage loan sellers and servicers to comply with the governing agreements for these RMBS trusts.  Plaintiffs generally assert causes of action based upon the trustees’ purported failures to enforce repurchase obligations of mortgage loan sellers for alleged breaches of representations and warranties, notify securityholders of purported events of default allegedly caused by breaches of servicing standards by mortgage loan servicers and abide by a heightened standard of care following alleged events of default.  Currently, U.S. Bank is a defendant in multiple actions alleging individual or class action claims against it.

 

U.S. Bank denies liability and believes that it has performed its obligations under the RMBS trusts in good faith, that its actions were not the cause of losses to investors, that it has meritorious defenses, and it has contested and intends to continue contesting the plaintiffs’ claims vigorously.  However, U.S. Bank cannot assure you as to the outcome of any of the litigation, or the possible impact of these litigations on the trustee or the RMBS trusts.  

 

On March 9, 2018, a law firm purporting to represent fifteen Delaware statutory trusts (the “DSTs”) that issued securities backed by student loans (the “Student Loans”) filed a lawsuit in the Delaware Court of Chancery against U.S. Bank National Association (“U.S. Bank”) in its capacities as indenture trustee and successor special servicer, and three other institutions in their respective transaction capacities, with respect to the DSTs and the Student Loans.  This lawsuit is captioned The National Collegiate Student Loan Master Trust I, et al. v. U.S. Bank National Association, et al., C.A. No. 2018-0167-JRS (Del. Ch.).  The complaint, which was later amended on June 15, 2018, alleged that the DSTs have been harmed as a result of purported misconduct or omissions by the defendants concerning administration of the trusts and servicing of the student loans.  

U.S. Bank believes that it has performed its obligations as indenture trustee and special servicer in good faith and in compliance in all material respects with the terms of the agreements governing the DSTs (the “Governing Agreements”), and accordingly that the claims against it in the lawsuit are without merit.  

U.S. Bank has filed a motion seeking dismissal of the operative complaint in its entirety with prejudice pursuant to Chancery Court Rules 12(b)(1) and 12(b)(6) or, in the alternative, U.S. Bank requested a stay of the case while other 

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prior filed disputes involving the DSTs and the Student Loans are being litigated.  On November 7, 2018, the Court ruled that the case should be stayed in its entirety pending resolution of the first-filed cases.

U.S. Bank intends to continue to defend this lawsuit vigorously.

 

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 servicer. The Depositor is a wholly-owned subsidiary of the Sponsor and, therefore, a wholly-owned subsidiary of the originator and the servicer. 

The Indenture Trustee is not affiliated with the Sponsor (including in its role as originator and 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 Certificates. 

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 Certificates 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. Exhibits, Financial Statement Schedules. 

(a)   (1)  Financial Statements:   Not applicable. 

       (2)  Financial Statement Schedules:   Not applicable 

       (3)  List of Exhibits 

 

 

 

 

 

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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     |      | Amended and Restated Trust Agreement                                                                                |    | **                                                                                                                                                                                               |  |
|                |                     |                                                                                                                |              |
|   4.2     |      | Indenture                                                                                                           |    | **                                                                                                                                                                                               |  |
|                |                     |                                                                                                                |              |
|   10.1    |      | Sale and Servicing Agreement                                                                                        |    | **                                                                                                                                                                                               |  |
|                |                     |                                                                                                                |              |
|   10.2    |      | Administration Agreement                                                                                            |    | **                                                                                                                                                                                               |  |
|                |                     |                                                                                                                |              |
|   10.3    |      | Receivables Purchase Agreement                                                                                      |    | **                                                                                                                                                                                               |  |
|                |                     |                                                                                                                |              |
|   10.4    |      | Asset Representations Review Agreement                                                                              |    | **                                                                                                                                                                                               |  |
|                |                     |                                                                                                                |              |
|   31      |      | 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 (Crowe LLP on behalf of Mechanics Bank)                     |    | Filed herewith                                                                                                                                                                                   |  |
|                |                     |                                                                                                                |              |
|   34.2    |      | Report of Independent Registered Public Accounting Firm (Ernst & Young LLP on behalf of Indenture Trustee) |    | Filed herewith                                                                                                                                                                                   |  |
|                |                     |                                                                                                                |              |
|   35      |      | Servicing Compliance Report of Mechanics Bank as Servicer                                                           |    | Filed herewith                                                                                                                                                                                   |  |
|                |                     |                                                                                                                |         |                                                                                                                                                                                             |
|                | *                        |                                                                                                                |         | Incorporated herein by reference to the corresponding Exhibit to California Republic Funding LLC’s Registration Statement on Form S-3 filed on August 28, 2013 (File No. 333-190866). |
|                |                     |
|                | *                        | *                                                                                                              |         | Incorporated herein by reference to the corresponding Exhibit to the Form 8-K filed by the Trust on June 28, 2018 (File No. 333-207639-04).                                       |

(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. 

 

 

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SUPPLEMENTAL INFORMATION TO 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 to security holders, proxy statement, form of proxy or other proxy soliciting material has been sent to any security holders or is presently anticipated to be furnished to security holders subsequent 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 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/ John W. DeCero                  |
| John W. DeCero, Chief Executive Officer |
| Dated: March 25, 2020              |