Attached files
| file | filename |
|---|---|
| EX-1.1 - UNDERWRITING AGREEMENT - Honda Auto Receivables 2012-1 Owner Trust | v302898_ex1-1.htm |
| EX-4.1 - INDENTURE - Honda Auto Receivables 2012-1 Owner Trust | v302898_ex4-1.htm |
| EX-4.2 - AMENDED AND RESTATED TRUST AGREEMENT - Honda Auto Receivables 2012-1 Owner Trust | v302898_ex4-2.htm |
| EX-99.3 - ADMINISTRATION AGREEMENT - Honda Auto Receivables 2012-1 Owner Trust | v302898_ex99-3.htm |
| EX-99.1 - SALE AND SERVICING AGREEMENT - Honda Auto Receivables 2012-1 Owner Trust | v302898_ex99-1.htm |
| EX-99.2 - RECEIVABLES PURCHASE AGREEMENT - Honda Auto Receivables 2012-1 Owner Trust | v302898_ex99-2.htm |
| EX-99.4 - CONTROL AGREEMENT - Honda Auto Receivables 2012-1 Owner Trust | v302898_ex99-4.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):
February 14, 2012
333-173202-03
(Commission File Number of registrant and issuing entity)
| Honda Auto Receivables 2012−1 Owner Trust |
(Exact name of registrant and issuing entity
specified in its charter)
333-173202
(Commission File Number of registrant and depositor)
| American Honda Receivables LLC |
(Exact name of registrant and depositor as specified in its charter)
American Honda Finance Corporation
(Exact name of registrant and sponsor as specified in its charter)
____________________________________
| Delaware | 30-6310131 |
| (State or Other Jurisdiction of Incorporation) | (I.R.S. Employer Identification No.) |
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:
| 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 February 14, 2012, American Honda Receivables LLC (“AHR LLC”) and American Honda Finance Corporation (“AHFC”) entered into an Underwriting Agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated and Barclays Capital Inc., each 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 2012-1 Owner Trust (the “Issuer”), a Delaware statutory trust established pursuant to a Trust Agreement dated January 20, 2012, to be amended and restated (the “Amended and Restated Trust Agreement”) between AHR LLC and Deutsche Bank Trust Company Delaware, as owner trustee in the following classes: Class A–1 0.41309% Asset Backed Notes (the “Class A–1 Notes”), Class A–2 0.57% Asset Backed Notes (the “Class A−2 Notes”), Class A−3 0.77% (the “Class A–3 Notes”) and Class A–4 0.97% (the “Class A–4 Notes”) (collectively, the “Notes”). The Notes have an aggregate principal balance of $1,693,700,000.
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 February 23, 2012.
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: |
| 1.1 | Underwriting Agreement, dated February 14, 2012, among American Honda Receivables LLC, American Honda Finance Corporation, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Barclays Capital Inc. |
| 4.1 | Indenture, to be dated February 23, 2012, between Honda Auto Receivables 2012-1 Owner Trust and The Bank of New York Mellon, as indenture trustee. |
| 4.2 | Amended and Restated Trust Agreement, to be dated February 23, 2012, between American Honda Receivables LLC and Deutsche Bank Trust Company Delaware, as owner trustee. |
| 99.1 | Sale and Servicing Agreement, to be dated February 23, 2012, among Honda Auto Receivables 2012-1 Owner Trust, American Honda Receivables LLC and American Honda Finance Corporation. |
| 99.2 | Receivables Purchase Agreement, to be dated February 23, 2012, between American Honda Finance Corporation and American Honda Receivables LLC. |
| 99.3 | Administration Agreement, to be dated February 23, 2012, among Honda Auto Receivables 2012-1 Owner Trust, American Honda Finance Corporation, American Honda Receivables LLC and The Bank of New York Mellon, as indenture trustee. |
| 99.4 | Control Agreement, to be dated February 23, 2012, among American Honda Receivables LLC, Honda Auto Receivables 2012-1 Owner Trust, American Honda Finance Corporation, The Bank of New York Mellon, as indenture trustee and assignee-secured party, and The Bank of New York Mellon, as securities intermediary. |
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.
| American Honda Receivables LLC | |
| Depositor | |
| By: /s/ Paul C. Honda | |
| Name: Paul C. Honda | |
| Title: Treasurer |
February 16, 2012
EXHIBIT INDEX
| 1.1 | Underwriting Agreement, dated February 14, 2012, among American Honda Receivables LLC, American Honda Finance Corporation, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Barclays Capital Inc. |
| 4.1 | Indenture, to be dated February 23, 2012, between Honda Auto Receivables 2012-1 Owner Trust and The Bank of New York Mellon, as indenture trustee. |
| 4.2 | Amended and Restated Trust Agreement, to be dated February 23, 2012, between American Honda Receivables LLC and Deutsche Bank Trust Company Delaware, as owner trustee. |
| 99.1 | Sale and Servicing Agreement, to be dated February 23, 2012, among Honda Auto Receivables 2012-1 Owner Trust, American Honda Receivables LLC and American Honda Finance Corporation. |
| 99.2 | Receivables Purchase Agreement, to be dated February 23, 2012, between American Honda Finance Corporation and American Honda Receivables LLC. |
| 99.3 | Administration Agreement, to be dated February 23, 2012, among Honda Auto Receivables 2012-1 Owner Trust, American Honda Finance Corporation, American Honda Receivables LLC and The Bank of New York Mellon, as indenture trustee. |
| 99.4 | Control Agreement, to be dated February 23, 2012, among American Honda Receivables LLC, Honda Auto Receivables 2012-1 Owner Trust, American Honda Finance Corporation, The Bank of New York Mellon, as indenture trustee and assignee-secured party, and The Bank of New York Mellon, as securities intermediary. |