Attached files
file | filename |
---|---|
EX-4.1 - EX-4.1 - NISSAN WHOLESALE RECEIVABLES Co II LLC | d355550dex41.htm |
EX-10.1 - EX-10.1 - NISSAN WHOLESALE RECEIVABLES Co II LLC | d355550dex101.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): May 23, 2012
Nissan Wholesale Receivables Corporation II
(Exact name of Depositor as specified in its charter)
Nissan Master Owner Trust Receivables
(Exact name of Issuing Entity as specified in its charter)
Delaware | 333-166449-01 | 51-6538952 | ||
(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) |
Registrants telephone number, including area code: (615) 725-1122
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 May 23, 2012, Nissan Master Owner Trust Receivables (the Issuing Entity) and U.S. Bank National Association (the Indenture Trustee) entered into a Series 2012-A Indenture Supplement, (the Indenture Supplement), to the Amended and Restated Indenture, dated as of October 15, 2003 (the Indenture), by and between the Issuing Entity and the Indenture Trustee, pursuant to which the Issuing Entity issued the Series 2012-A Notes (the Notes). On May 23, 2012, the Issuing Entity, Nissan Motor Acceptance Corporation (NMAC), as servicer, Nissan Wholesale Receivables Corporation II (NWRC II), the Indenture Trustee and Wilmington Trust Company (the Owner Trustee) entered into the Second Agreement of Modification of Transaction Documents (the Second Agreement of Modification). The Notes, with an aggregate principal balance of $1,000,000,000, were sold pursuant to an Underwriting Agreement, dated May 15, 2012 (the Underwriting Agreement), by and among NWRC II, NMAC, the Issuing Entity and Barclays Capital Inc., on behalf of itself and as representative of the several underwriters (collectively, 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. 333-166449).
Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Annex of Definitions attached to the Indenture.
Attached as Exhibit 4.1 is the Indenture Supplement. Attached as Exhibit 10.1 is the form of Second Agreement of Modification. Other relevant documents relating to the issuance of the Notes have previously been filed with the Securities and Exchange Commission.
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 | Series 2012-A Indenture Supplement, dated as of May 23, 2012, by and between Issuing Entity, as issuer, and the Indenture Trustee. | |
Exhibit 10.1 | Second Agreement of Modification of Transaction Documents, dated as of May 23, 2012, by and between the Issuing Entity, NMAC, as servicer, NWRC II, 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 WHOLESALE RECEIVABLES CORPORATION II | ||
By: | /s/ Mark F. Wilten |
Name: | Mark F. Wilten | |
Title: | Treasurer |
Date: May 24, 2012
EXHIBIT INDEX
Item 601(a) of Regulation S-K
Exhibit No. |
Description | |
Exhibit 4.1 | Series 2012-A Indenture Supplement, dated as of May 23, 2012, by and between Issuing Entity, as issuer, and the Indenture Trustee. | |
Exhibit 10.1 | Second Agreement of Modification of Transaction Documents, dated as of May 23, 2012, by and between the Issuing Entity, NMAC, as servicer, NWRC II, the Indenture Trustee and the Owner Trustee. |