Attached files

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EX-4.1 - EX-4.1 - NISSAN AUTO RECEIVABLES CORP IId835931dex41.htm
EX-10.2 - EX-10.2 - NISSAN AUTO RECEIVABLES CORP IId835931dex102.htm
EX-10.3 - EX-10.3 - NISSAN AUTO RECEIVABLES CORP IId835931dex103.htm
EX-10.1 - EX-10.1 - NISSAN AUTO RECEIVABLES CORP IId835931dex101.htm
EX-4.2 - EX-4.2 - NISSAN AUTO RECEIVABLES CORP IId835931dex42.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): December 10, 2014

 

 

Nissan Auto Receivables Corporation II

(Exact name of Depositor as specified in its charter)

Nissan Auto Receivables 2014-B Owner Trust

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

 

 

 

Delaware   333-183569-05   38-7122738
(State or Other Jurisdiction   (Commission File Number   (IRS Employer Identification No.
of Incorporation of Issuing Entity)   of Issuing Entity)   of Issuing Entity)

 

ONE NISSAN WAY

ROOM 5-124

FRANKLIN, TENNESSEE

  37067
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s 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):

 

¨ 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 DEFINITIVE MATERIAL AGREEMENT.

On December 10, 2014 (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 motor-vehicle 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 2014-B Owner Trust (the “Issuing Entity”), a Delaware statutory trust established by a Trust Agreement dated as of October 15, 2014, as amended and restated by an Amended and Restated Trust Agreement dated as the Closing Date (the “Amended and Restated Trust Agreement”), by and between NARC II, as depositor, and Wilmington Trust, National Association, 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, Wells Fargo Bank, National Association, 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”). 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, with an aggregate principal balance of $850,000,000 were sold to Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mizuho Securities USA Inc., RBS Securities Inc., BMO Capital Markets GKST Inc., Credit Agricole Securities (USA) Inc., HSBC Securities (USA) Inc., Scotia Capital (USA) Inc., SMBC Nikko Securities America, Inc. and TD Securities (USA) LLC (together, the “Underwriters”) pursuant to an Underwriting Agreement, dated as of December 3, 2014, by and among NARC II, NMAC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, on behalf of itself and as the 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. 333-183569).

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 December 10, 2014, by and between the Issuing Entity, as issuer, and the

Indenture Trustee.

Exhibit 4.2    Amended and Restated Trust Agreement, dated as of December 10, 2014, by and between NARC II, as depositor, and Wilmington Trust, National Association, as owner trustee.
Exhibit 10.1   

Purchase Agreement, dated as of December 10, 2014, by and between NARC II, as purchaser, and

NMAC, as seller.

Exhibit 10.2    Sale and Servicing Agreement, dated as of December 10, 2014, by and among the Issuing Entity, as issuer, NARC II, as seller, and NMAC, as servicer.
Exhibit 10.3   

Administration Agreement, dated as of December 10, 2014, by and among the Issuing Entity, as

issuer, NMAC, as administrator, the Indenture Trustee and the Owner Trustee.


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/ Shishir Bhushan
  Name:   Shishir Bhushan
  Title:   Treasurer

Date: December 10, 2014


EXHIBIT INDEX

Item 601(a) of Regulation S-K

 

Exhibit No.

  

Description

Exhibit 4.1   

Indenture, dated as of December 10, 2014, by and between the Issuing Entity, as issuer, and the

Indenture Trustee.

Exhibit 4.2    Amended and Restated Trust Agreement, dated as of December 10, 2014, by and between NARC II, as depositor, and Wilmington Trust, National Association as owner trustee.
Exhibit 10.1   

Purchase Agreement, dated as of December 10, 2014, by and between NARC II, as purchaser, and

NMAC, as seller.

Exhibit 10.2    Sale and Servicing Agreement, dated as of December 10, 2014, by and among the Issuing Entity, as issuer, NARC II, as seller, and NMAC, as servicer.
Exhibit 10.3   

Administration Agreement, dated as of December 10, 2014, by and among the Issuing Entity, as

issuer, NMAC, as administrator, the Indenture Trustee and the Owner Trustee.