Attached files
| file | filename |
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| EX-4.2 - Honda Auto Receivables 2011-3 Owner Trust | v237249_ex4-2.htm |
| EX-4.1 - EXHIBIT 4.1 - Honda Auto Receivables 2011-3 Owner Trust | v237249_ex4-1.htm |
| EX-1.1 - EXHIBIT 1.1 - Honda Auto Receivables 2011-3 Owner Trust | v237249_ex1-1.htm |
| EX-99.4 - EXHIBIT 99.4 - Honda Auto Receivables 2011-3 Owner Trust | v237249_ex99-4.htm |
| EX-99.3 - EXHIBIT 99.3 - Honda Auto Receivables 2011-3 Owner Trust | v237249_ex99-3.htm |
| EX-99.1 - EXHIBIT 99.1 - Honda Auto Receivables 2011-3 Owner Trust | v237249_ex99-1.htm |
| EX-99.2 - EXHIBIT 99.2 - Honda Auto Receivables 2011-3 Owner Trust | v237249_ex99-2.htm |
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):
October 13, 2011
333-173202-02
(Commission File Number of issuing entity)
Honda Auto Receivables 2011−3 Owner Trust
(Exact name of registrant specified in its charter)
333-173202
(Commission File Number of depositor)
American Honda Receivables LLC
(Exact name of depositor as specified in its charter)
American Honda Finance Corporation
(Exact name of sponsor as specified in its charter)
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Delaware
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80-6211506
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(State or Other Jurisdiction of Incorporation)
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(I.R.S. Employer Identification No.)
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American Honda Receivables LLC
20800 Madrona Avenue
Torrance, CA 90503
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including area code (310) 781−4100
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 Entry Into A Material Definitive Agreement
On October 13, 2011, American Honda Receivables LLC (“AHR LLC”) and American Honda Finance Corporation (“AHFC”) entered into an Underwriting Agreement with J.P. Morgan Securities LLC and Citigroup Global Markets Inc., on behalf of itself and as a representative of the several underwriters (collectively, the “Underwriters”), for the issuance and sale of the notes of Honda Auto 2011-3 Owner Trust (the “Issuer”), a Delaware statutory trust established pursuant to a Trust Agreement dated September 20, 2011, to be amended and restated (the “Trust Agreement”) among AHR LLC, The Bank of New York Mellon, as owner trustee and BNY Mellon Trust of Delaware, as Delaware trustee in the following classes: Class A–1 0.39833% Asset Backed Notes (the “Class A–1 Notes”), Class A–2 0.67% Asset Backed Notes (the “Class A−2 Notes”), Class A−3 0.88% (the “Class A–3 Notes”) and Class A–4 1.17% (the “Class A–4 Notes”) (collectively, the “Notes”). The Notes have an aggregate principal balance of $1,483,900,000.
AHR LLC registered issuances of up to $10,000,000,000 principal amount of Asset Backed Notes on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Act”), by the Registration Statements on Form S−3 (Registration File No. 333−173202) filed with the Securities and Exchange Commission on March 31, 2011, including all amendments thereto, and as the same may be amended from time to time (the “Registration Statement”) relating to the registration of the Notes under the Act. It is anticipated that the Notes will be issued on or about October 21, 2011.
This Current Report on Form 8−K is being filed to satisfy an undertaking to file a copy of the Underwriting Agreement and form of Amended and Restated Trust Agreement, Indenture, Sale and Servicing Agreement, Receivables Purchase Agreement, Administration Agreement and Control Agreement (as listed below) executed or to be executed in connection with the issuance of the Notes.
Item 9.01. Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits:
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1.1
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Underwriting Agreement, dated October 13, 2011, among American Honda Receivables LLC, American Honda Finance Corporation, J.P. Morgan Securities LLC and Citigroup Global Markets Inc.
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4.1
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Indenture, to be dated October 21, 2011, between Honda Auto Receivables 2011-3 Owner Trust and Union Bank, N.A., as indenture trustee.
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4.2
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Amended and Restated Trust Agreement, to be dated October 21, 2011, among American Honda Receivables LLC, The Bank of New York Mellon, as owner trustee and BNY Mellon Trust of Delaware, as Delaware trustee.
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99.1
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Sale and Servicing Agreement, to be dated October 21, 2011, among Honda Auto Receivables 2011-3 Owner Trust, American Honda Receivables LLC and American Honda Finance Corporation.
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99.2
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Receivables Purchase Agreement, to be dated October 21, 2011, between American Honda Finance Corporation and American Honda Receivables LLC.
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99.3
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Administration Agreement, to be dated October 21, 2011, among Honda Auto Receivables 2011-3 Owner Trust, American Honda Finance Corporation, American Honda Receivables LLC and Union Bank, N.A., as indenture trustee.
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99.4
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Control Agreement, to be dated October 21, 2011, among American Honda Receivables LLC, Honda Auto Receivables 2011-3 Owner Trust, American Honda Finance Corporation, Union Bank, N.A., as indenture trustee and assignee-secured party, and Union Bank, N.A., as securities intermediary.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
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American Honda Receivables LLC
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Depositor
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By:
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/s/ Paul C. Honda
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Name:
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Paul C. Honda
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Title:
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Treasurer
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October 17, 2011
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EXHIBIT INDEX
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1.1
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Underwriting Agreement, dated October 13, 2011, among American Honda Receivables LLC, American Honda Finance Corporation, J.P. Morgan Securities LLC and Citigroup Global Markets Inc.
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4.1
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Indenture, to be dated October 21, 2011, between Honda Auto Receivables 2011-3 Owner Trust and Union Bank, N.A., as indenture trustee.
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4.2
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Amended and Restated Trust Agreement, to be dated October 21, 2011, among American Honda Receivables LLC, The Bank of New York Mellon, as owner trustee and BNY Mellon Trust of Delaware, as Delaware trustee
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99.1
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Sale and Servicing Agreement, to be dated October 21, 2011, among Honda Auto Receivables 2011-3 Owner Trust, American Honda Receivables LLC and American Honda Finance Corporation.
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99.2
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Receivables Purchase Agreement, to be dated October 21, 2011, between American Honda Finance Corporation and American Honda Receivables LLC.
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99.3
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Administration Agreement, to be dated October 21, 2011, among Honda Auto Receivables 2011-3 Owner Trust, American Honda Finance Corporation, American Honda Receivables LLC and Union Bank, N.A., as indenture trustee.
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99.4
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Control Agreement, to be dated October 21, 2011, among American Honda Receivables LLC, Honda Auto Receivables 2011-3 Owner Trust, American Honda Finance Corporation, Union Bank, N.A., as indenture trustee and assignee-secured party, and Union Bank, N.A., as securities intermediary.
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