UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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) March 25, 2015

Ally Auto Receivables Trust 2015-SN1

(Issuing Entity with respect to Securities)

Ally Central Originating Lease Trust

(Registrant and Issuer with respect to Secured Notes)

Ally Auto Assets LLC

(Registrant and Depositor with respect to Securities)

Ally Bank

(Sponsor with respect to Securities)

Delaware

333-181915-06

36-7659714

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

c/o Ally Auto Assets LLC

200 Renaissance Center

Detroit, Michigan

48265

(Address of principal executive offices)

(Zip Code)

Registrant’s Telephone Number, including area code: (313) 656-5500

(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:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 and 8.01. Entry into a Material Definitive Agreement and Other Events

Ally Auto Assets LLC (“Ally Auto”) has registered an issuance of $10,000,000,000 in principal amount of asset backed notes on Form S-3 (Registration File Nos. 333-181915; 333-181915-01) under the Securities Act of 1933, as amended (the “Act”), filed on June 5, 2012, as amended by Pre-Effective Amendment No. 1 on August 21, 2012 (as amended, the “Registration Statement”).

On March 25, 2015, Ally Auto and Ally Bank entered into an Underwriting Agreement with Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and SG Americas Securities, LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), for the issuance and sale of certain asset backed notes of Ally Auto Receivables Trust 2015-SN1 (the “Issuing Entity”) in the following classes: (i) the Class A-2a Asset Backed Notes (the “Class A-2a Notes”) and 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”), (ii) the Class A-3 Asset Backed Notes (the “Class A-3 Notes”), (iii) the Class A-4 Asset Backed Notes (the “Class A-4 Notes” and collectively with the Class A-2 Notes and the Class A-3 Notes, the “Offered Notes”). The Offered Notes have an aggregate principal balance of $804,600,000. The Class A-1 Notes, the Class B Notes and the Class C Notes (together with the Offered Notes, the Class A-1 Notes and the Class B Notes, the “Notes”) will be issued by the Issuing Entity. Only the Offered Notes have been registered pursuant to the Act under the Registration Statement. The Class A-1 Notes, the Class B Notes, the Class C Notes and the Certificates will initially be retained by the Depositor. It is expected that the Notes will be issued on or about March 31, 2015 (the “Closing Date”).

This Current Report on Form 8-K is being filed to satisfy an undertaking to file copies of certain agreements executed in connection with the issuance of the Offered Notes, the forms of which were filed as Exhibits to the Registration Statement.

The Notes will be issued pursuant to an AART Indenture attached hereto as Exhibit 4.2, to be dated as of the Closing Date, between the Issuing Entity and Citibank, N.A., as AART Indenture Trustee.

The Notes evidence indebtedness of the Issuing Entity, the assets of which will consist primarily of a series of non-recourse secured notes (the “Secured Notes”), which will be issued by Ally Central Originating Lease Trust (“ACOLT”) on the Closing Date. The Secured Notes have a security interest in a pool of new automobile and light duty truck leases and the related leased vehicles (the “Lease Assets”).

On the Closing Date, the Lease Assets and the Secured Notes will have the characteristics described in the Prospectus Supplement, dated as of March 25, 2015, and to be filed with the Commission pursuant to Rule 424(b)(5) of the Act on or before March 27, 2015.

Legal opinions of Kirkland & Ellis LLP are attached as Exhibit 5.1 and Exhibit 8.1.

Item 9.01.

Exhibits


Exhibit 1.1		Underwriting Agreement, dated as of March 25, 2015, by and among Ally Bank, Ally Auto Assets LLC and Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and SG Americas Securities, LLC, as representatives of the underwriters named therein.

Exhibit 3.2		Declaration of Trust, dated as of April 7, 2010, by Deutsche Bank Trust Company Delaware and acknowledged, accepted and agreed to by Ally Central Originating Lease LLC (incorporated by reference from Exhibit 3.2 filed on Form S-3 of Ally Auto Auto Assets LLC and Ally Central Originating Lease Trust, file numbers 333-181915 and 333-181915-01, filed on June 5, 2012).

Exhibit 3.3		ACOLT 2015-SN1 Supplement to Declaration of Trust, to be dated as of March 31, 2015, between Deutsche Bank Trust Company Delaware, as ACOLT owner trustee and Ally Central Originating Lease LLC, as residual certificateholder.

Exhibit 4.1		Trust Agreement between Ally Auto Assets LLC, as depositor, and Deutsche Bank Trust Company Delaware, as AART owner trustee, to be dated as of March 31, 2015.

Exhibit 4.2		AART Indenture between Ally Auto Receivables Trust 2015-SN1 and Citibank, N.A., as AART indenture trustee, to be dated as of March 31, 2015.

Exhibit 4.3		ACOLT Indenture between Ally Central Originating Lease Trust and Citibank, N.A., as ACOLT indenture trustee, to be dated as of March 31, 2015.

Exhibit 5.1		Opinion of Counsel of Kirkland & Ellis LLP, dated as of March 27, 2015.

Exhibit 8.1		Opinion of Counsel of Kirkland & Ellis LLP, dated as of March 27, 2015.

Exhibit 99.1		Transfer Direction re Beneficial Interest in Applicable Trust Estate and Notice of Allocation of Lease Assets to Series 2015-SN1, dated as of March 26, 2015.

Exhibit 99.2		VAULT Pledge and Security Agreement, to be dated as of March 31, 2015, by Vehicle Asset Universal Leasing Trust and made in favor of the Secured Noteholders.

Exhibit 99.3		ACOLT 2015-SN1 Sale and Contribution Agreement, to be dated as of March 31, 2015, between Ally Central Originating Lease Trust and Ally Bank, as seller.

Exhibit 99.4		ACOLT 2015-SN1 Servicing Agreement, to be dated as of March 31, 2015, between Ally Central Originating Lease Trust and Ally Financial Inc., as servicer and custodian.

Exhibit 99.5		Pull Ahead Funding Agreement, to be dated as of March 31, 2015, among Ally Financial Inc., as pull ahead agent, Ally Central Originating Lease Trust and Citibank, N.A., as ACOLT indenture trustee.



Exhibit 99.6		Pooling Agreement, to be dated as of March 31, 2015, between Ally Bank and Ally Auto Assets LLC.

Exhibit 99.7		Trust Sale Agreement, to be dated as of March 31, 2015, between Ally Auto Assets LLC and Ally Auto Receivables Trust 2015-SN1.

Exhibit 99.8		Administration Agreement, to be dated as of March 31, 2015, among Ally Financial Inc., as administrator, Ally Auto Assets LLC and Ally Auto Receivables Trust 2015-SN1.

SIGNATURES

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


	ALLY AUTO ASSETS LLC

	By:	/s/ M. T. St. Charles
	Name:	M. T. St. Charles
	Title:	Vice President

Dated: March 27, 2015

	ALLY CENTRAL ORIGINATING LEASE TRUST

	By:	ALLY CENTRAL ORIGINATING LEASE LLC, on behalf of Ally Central Originating Lease Trust

	By:	/s/ C. L. Lowman
	Name:	C. L. Lowman
	Title:	Vice President

Dated: March 27, 2015

EXHIBIT INDEX


Exhibit No.		Description

Exhibit 1.1		Underwriting Agreement, dated as of March 25, 2015, by and among Ally Bank, Ally Auto Assets LLC and Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and SG Americas Securities, LLC, as representatives of the underwriters named therein.

Exhibit 3.2		Declaration of Trust, dated as of April 7, 2010, by Deutsche Bank Trust Company Delaware and acknowledged, accepted and agreed to by Ally Central Originating Lease LLC (incorporated by reference from Exhibit 3.2 filed on Form S-3 of Ally Auto Auto Assets LLC and Ally Central Originating Lease Trust, file numbers 333-181915 and 333-181915-01, filed on June 5, 2012).

Exhibit 3.3		ACOLT 2015-SN1 Supplement to Declaration of Trust, to be dated as of March 31, 2015, between Deutsche Bank Trust Company Delaware, as ACOLT owner trustee and Ally Central Originating Lease LLC, as residual certificateholder.

Exhibit 4.1		Trust Agreement between Ally Auto Assets LLC, as depositor, and Deutsche Bank Trust Company Delaware, as AART owner trustee, to be dated as of March 31, 2015.

Exhibit 4.2		AART Indenture between Ally Auto Receivables Trust 2015-SN1 and Citibank, N.A., as AART indenture trustee, to be dated as of March 31, 2015.

Exhibit 4.3		ACOLT Indenture between Ally Central Originating Lease Trust and Citibank, N.A., as ACOLT indenture trustee, to be dated as of March 31, 2015.

Exhibit 5.1		Opinion of Counsel of Kirkland & Ellis LLP, dated as of March 27, 2015.

Exhibit 8.1		Opinion of Counsel of Kirkland & Ellis LLP, dated as of March 27, 2015.

Exhibit 99.1		Transfer Direction re Beneficial Interest in Applicable Trust Estate and Notice of Allocation of Lease Assets to Series 2015-SN1, dated as of March 26, 2015.

Exhibit 99.2		VAULT Pledge and Security Agreement, to be dated as of March 31, 2015, by Vehicle Asset Universal Leasing Trust and made in favor of the Secured Noteholders.

Exhibit 99.3		ACOLT 2015-SN1 Sale and Contribution Agreement, to be dated as of March 31, 2015, between Ally Central Originating Lease Trust and Ally Bank, as seller.

Exhibit 99.4		ACOLT 2015-SN1 Servicing Agreement, to be dated as of March 31, 2015, between Ally Central Originating Lease Trust and Ally Financial Inc., as servicer and custodian.



Exhibit 99.5		Pull Ahead Funding Agreement, to be dated as of March 31, 2015, among Ally Financial Inc., as pull ahead agent, Ally Central Originating Lease Trust and Citibank, N.A., as ACOLT indenture trustee.

Exhibit 99.6		Pooling Agreement, to be dated as of March 31, 2015, between Ally Bank and Ally Auto Assets LLC.

Exhibit 99.7		Trust Sale Agreement, to be dated as of March 31, 2015, between Ally Auto Assets LLC and Ally Auto Receivables Trust 2015-SN1.

Exhibit 99.8		Administration Agreement, to be dated as of March 31, 2015, among Ally Financial Inc., as administrator, Ally Auto Assets LLC and Ally Auto Receivables Trust 2015-SN1.

Ally Central Originating Lease Trust 8-K