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EX-4.2 - EX-4.2 - NISSAN AUTO RECEIVABLES Co II LLCd257855dex42.htm
EX-4.1 - EX-4.1 - NISSAN AUTO RECEIVABLES Co II LLCd257855dex41.htm
EX-10.1 - EX-10.1 - NISSAN AUTO RECEIVABLES Co II LLCd257855dex101.htm
EX-10.2 - EX-10.2 - NISSAN AUTO RECEIVABLES Co II LLCd257855dex102.htm
EX-10.3 - EX-10.3 - NISSAN AUTO RECEIVABLES Co II LLCd257855dex103.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): November 17, 2011

 

 

Nissan Auto Receivables Corporation II

(Exact name of Depositor as specified in its charter)

Nissan Auto Receivables 2011-B Owner Trust

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

 

 

 

Delaware   333-165171-03   38-6999458

(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)

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 MATERIAL DEFINITIVE AGREEMENT

On November 17, 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-B Owner Trust (the “Issuing Entity”), a Delaware statutory trust established by a Trust Agreement dated as of October 20, 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, 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, and Citibank, N.A., 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 $1,250,000,000 were sold to Citigroup Global Markets Inc., J.P. Morgan Securities LLC, RBS Securities Inc., BNP Paribas Securities Corp., Credit Agricole Securities (USA) Inc., Mitsubishi UFJ Securities (USA), Inc., Mizuho Securities USA Inc., RBC Capital Markets, LLC and SG Americas Securities, LLC (together, the “Underwriters”) pursuant to an Underwriting Agreement, dated as of November 9, 2011, by and among NARC II, NMAC and Citigroup Global Markets 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 November 17, 2011, by and between the Issuing Entity, as issuer, and the Indenture Trustee.
Exhibit 4.2    Amended and Restated Trust Agreement, dated as of November 17, 2011, by and between NARC II, as depositor, and the Owner Trustee.
Exhibit 10.1    Purchase Agreement, dated as of November 17, 2011, by and between NARC II, as purchaser, and NMAC, as seller.
Exhibit 10.2    Sale and Servicing Agreement, dated as of November 17, 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 November 17, 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: November 17, 2011


EXHIBIT INDEX

Item 601(a) of Regulation S-K

 

Exhibit No.

  

Description

Exhibit 4.1    Indenture, dated as of November 17, 2011, by and between the Issuing Entity, as issuer, and the Indenture Trustee.
Exhibit 4.2    Amended and Restated Trust Agreement, dated as of November 17, 2011, by and between NARC II, as depositor, and the Owner Trustee.
Exhibit 10.1    Purchase Agreement, dated as of November 17, 2011, by and between NARC II, as purchaser, and NMAC, as seller.
Exhibit 10.2    Sale and Servicing Agreement, dated as of November 17, 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 November 17, 2011, by and among the Issuing Entity, as issuer, NMAC, as administrator, the Indenture Trustee and the Owner Trustee.