Attached files
file | filename |
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EX-4.2 - EX-4.2 - NISSAN AUTO RECEIVABLES Co II LLC | c64297exv4w2.htm |
EX-4.1 - EX-4.1 - NISSAN AUTO RECEIVABLES Co II LLC | c64297exv4w1.htm |
EX-10.2 - EX-10.2 - NISSAN AUTO RECEIVABLES Co II LLC | c64297exv10w2.htm |
EX-10.3 - EX-10.3 - NISSAN AUTO RECEIVABLES Co II LLC | c64297exv10w3.htm |
EX-10.1 - EX-10.1 - NISSAN AUTO RECEIVABLES Co II LLC | c64297exv10w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 25, 2011
Nissan Auto Receivables Corporation II
(Exact name of Depositor as specified in its charter)
Nissan Auto Receivables 2011-A Owner Trust
(Exact name of Issuing Entity as specified in its charter)
Delaware | 333-165171-02 | 38-6967792 | ||
(State or Other Jurisdiction of Incorporation of Issuing Entity) |
(Commission File Number of Issuing Entity) |
(IRS Employer Identification No. of Issuing Entity) |
ONE NISSAN WAY ROOM 5-124 FRANKLIN, TENNESSEE |
37067 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (615) 725-1121
Not Applicable
(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 (see General Instruction
A.2. below):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c)) |
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On April 25, 2011 (the Closing Date), Nissan Auto Receivables Corporation II (NARC II) and
Nissan Motor Acceptance Corporation (NMAC) entered into that certain Purchase Agreement, dated as
of the Closing Date (the Purchase Agreement), pursuant to which NMAC transferred to NARC II
certain retail installment sales contracts relating to certain new, near-new and used automobiles
and light-duty trucks (the Receivables) and related property. On the Closing Date, Nissan Auto
Receivables 2011-A Owner Trust (the Issuing Entity), a Delaware statutory trust established by a
Trust Agreement dated as of March 28, 2011, as amended and restated by an Amended and Restated
Trust Agreement dated as of the Closing Date (the Amended and Restated Trust Agreement), by and
between NARC II, as depositor, and Wilmington Trust Company, as owner trustee (the Owner
Trustee), entered into that certain Sale and Servicing Agreement, dated as of the Closing Date
(the Sale and Servicing Agreement), with NARC II, as seller, and NMAC, as servicer, pursuant to
which the Receivables and related property were transferred to the Issuing Entity. Also on the
Closing Date, the Issuing Entity caused the issuance, pursuant to an Indenture, dated as of the
Closing Date (the Indenture), by and between the Issuing Entity, as issuer, and Deutsche Bank
Trust Company Americas, as indenture trustee (the Indenture Trustee), of certain notes in the
following classes: Class A-1, Class A-2, Class A-3 and
Class A-4 (collectively, the Notes). $125,000,000
aggregate principal amount of Class A-4 Notes
(the Retained Notes) were retained by NARC II. Also
on the Closing Date, the Issuing Entity, as issuer, NMAC, as administrator, the Indenture Trustee
and the Owner Trustee entered into that certain Administration Agreement, dated as of the Closing
Date (the Administration Agreement), relating to the provision by NMAC of certain services
relating to the Notes. The Notes, other than the Retained Notes, with an aggregate
principal balance of $1,075,090,000, were sold
to Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBS
Securities Inc., BNP Paribas Securities Corp., Credit Agricole Securities (USA) Inc., HSBC
Securities (USA) Inc., J.P. Morgan Securities LLC, Mitsubishi UFJ Securities (USA), Inc., and SG
Americas Securities, LLC (together, the Underwriters) pursuant to an Underwriting Agreement,
dated as of April 13, 2011, by and among NARC II, NMAC and Deutsche Bank Securities Inc., on behalf
of itself and as representative of the Underwriters. The Notes have been registered pursuant to
the Securities Act of 1933, as amended, under a Registration Statement on Form S-3 (Commission File
No. 333-165171).
Attached as Exhibit 4.1 is the Indenture, as Exhibit 4.2 is the Amended and Restated Trust
Agreement, as Exhibit 10.1 is the Purchase Agreement, as Exhibit 10.2 is the Sale and Servicing
Agreement and as Exhibit 10.3 is the Administration Agreement.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits
The exhibit number corresponds with Item 601(a) of Regulation S-K.
Exhibit No. | Description | |
Exhibit 4.1 | Indenture, dated as of April 25, 2011, by and between the Issuing Entity, as issuer, and the Indenture Trustee. |
|
Exhibit 4.2 | Amended and Restated Trust Agreement, dated as of April 25, 2011, by and between NARC II, as depositor, and
the Owner Trustee. |
|
Exhibit 10.1 | Purchase Agreement, dated as of April 25, 2011, by and between NARC II, as purchaser, and NMAC, as seller. |
|
Exhibit 10.2 | Sale and Servicing Agreement, dated as of April 25, 2011, by and among the Issuing Entity, as issuer, NARC II,
as seller, and NMAC, as servicer. |
|
Exhibit 10.3 | Administration Agreement, dated as of April 25, 2011, by and among the Issuing Entity, as issuer, NMAC, as
administrator, the Indenture Trustee and the Owner Trustee. |
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.
NISSAN AUTO RECEIVABLES CORPORATION II |
||||
By: | /s/ Mark F. Wilten | |||
Name: | Mark F. Wilten | |||
Title: | Treasurer | |||
Date: April 26, 2011
EXHIBIT INDEX
Item 601(a) of Regulation S-K
Exhibit No. | Description | |
Exhibit 4.1 | Indenture, dated as of April 25, 2011, by and between the Issuing Entity, as issuer, and the Indenture Trustee. |
|
Exhibit 4.2 | Amended and Restated Trust Agreement, dated as of April 25, 2011, by and between NARC II, as depositor, and
the Owner Trustee. |
|
Exhibit 10.1 | Purchase Agreement, dated as of April 25, 2011, by and between NARC II, as purchaser, and NMAC, as seller. |
|
Exhibit 10.2 | Sale and Servicing Agreement, dated as of April 25, 2011, by and among the Issuing Entity, as issuer, NARC II,
as seller, and NMAC, as servicer. |
|
Exhibit 10.3 | Administration Agreement, dated as of April 25, 2011, by and among the Issuing Entity, as issuer, NMAC, as
administrator, the Indenture Trustee and the Owner Trustee. |