SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 3, 2017
Nissan Master Owner Trust Receivables
(Exact name of Issuing Entity as specified in its charter)
Central Index Key Number: 0001236424
Nissan Wholesale Receivables Corporation II
(Exact name of Depositor as specified in its charter)
Central Index Key Number: 0001236416
Nissan Motor Acceptance Corporation
(Exact name of Sponsor as specified in its charter)
Central Index Key Number: 0001540639
(State or Other Jurisdiction
of Incorporation of Issuing Entity)
File Number of Issuing Entity)
Identification No. of Issuing Entity)
ONE NISSAN WAY
|(Address of principal executive offices)
Registrants telephone number, including area code: (615) 725-1122
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On November 3, 2017, Nissan Wholesale Receivables Corporation II (NWRC II), Nissan Master Owner Trust Receivables
(Issuing Entity) and Nissan Motor Acceptance Corporation (NMAC) entered into an Underwriting Agreement with Mizuho Securities USA LLC, on behalf of itself and as representative of the several underwriters (collectively, the
Underwriters), for the issuance and sale of Series 2017-C Notes (the Notes) by NMOTR, a Delaware statutory trust established by a trust agreement, dated as of May 13, 2003, as amended and restated as of July 24,
2003, and as further amended and restated as of October 15, 2003 (as further amended, restated, modified and supplemented through the date hereof, the Trust Agreement), by and between NWRC II and the Owner Trustee. The Notes
have an aggregate principal balance of $1,250,000,000. The Notes have been registered pursuant to the Securities Act of 1933, as amended, under a Registration Statement on Form SF-3 (Commission File No. 333-210906). It is anticipated that the
Notes will be issued on or about November 13, 2017 (the Closing Date).
Attached as Exhibit 1.1 is the Underwriting
ITEM 8.01 OTHER EVENTS
the Closing Date, Issuing Entity and U.S. Bank National Association (the Indenture Trustee) will enter into a Series 2017-C Indenture Supplement, to be dated as of the Closing Date (the Indenture Supplement), to the Amended
and Restated Indenture, dated as of October 15, 2003 (the Indenture), by and between NMOTR and the Indenture Trustee, pursuant to which NMOTR will issue the Notes. On the Closing Date, the Issuing Entity, as issuer, NMAC, as sponsor
and servicer, and Clayton Fixed Income Services LLC, as asset representations reviewer, will enter into an Asset Representations Review Agreement, to be dated as of the Closing Date (the Asset Representations Review Agreement), relating
to the review of certain representations relating to the receivables securing the Notes.
Attached as Exhibit 4.1 is the form of Indenture
Supplement and as Exhibit 10.1 is the form of Asset Representations Review Agreement. Other relevant documents relating to the issuance of the Notes have been previously filed with the Securities and Exchange Commission.
In connection with the offering of the Notes, the chief executive officer of the registrant has made the certifications required by Paragraph
I.B.1(a) of Form SF-3 attached as Exhibit 36.1. The certification is being filed on this Current Report to satisfy the requirements of Item 601(b)(36) of Regulation S-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
The exhibit number corresponds with Item 601(a) of Regulation S-K.
||Series 2017-C Indenture Supplement, to be dated as of November 13, 2017, by and between Issuing Entity, as issuer, and the Indenture Trustee. |
||Asset Representations Review Agreement, to be dated as of November 13, 2017, by and between the Issuing Entity, as issuer, NMAC, as sponsor and servicer, and Clayton Fixed Income Services LLC, as asset representations
||Depositor Certification for shelf offerings of asset-backed securities. |
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 WHOLESALE RECEIVABLES CORPORATION II|
|By: /s/ Riley A.
|Name: Riley A. McAndrews|
|Title: Assistant Treasurer|
Date: November 6, 2017