UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
| | xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended March 31, 20112013
or
| | o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from __________________ to _________________________
333-147542-06333-170956-03
(Commission file number of Issuing Entity)
NISSAN AUTO LEASE TRUST 2010-B2011-B
(Exact name of issuing entity specified in its charter)
333-147542333-170956
(Commission file number of Depositor)
NISSAN AUTO LEASING LLC II
(Exact name of depositor as specified in its charter)
NISSAN MOTOR ACCEPTANCE CORPORATION
(Exact name of sponsor as specified in its charter)
| DELAWARE | | 38-693309638-6999440 |
| (State or other jurisdiction of incorporation or organization of the Issuing Entity) | | (I.R.S. Employer Identification No.) |
One Nissan Way, Franklin, Tennessee 37067
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (615) 725-1127
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o Nox
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§232.405229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer: o Accelerated Filer: o
Non-Accelerated Filer: x Smaller reporting company: o
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. Not applicable.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. Not applicable.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for the fiscal year ended December 24, 1980). None
PART I
The following items have been omitted in accordance with General Instructions J(1) to Form 10-K:
Item 1.(A) | Item 1. Business. |
Not applicable.
Item 1A.(B) | Item 1A. Risk Factors. |
Not applicable.
Item 1B.(C) | Unresolved Staff Comments.
|
Not applicable.
Not applicable.
Item 3.(D) | Item 3. Legal Proceedings. |
Not applicable.
Item 4.(E) | Item 4. Submission of Matters to a Vote of Security HoldersMine Safety Disclosures. |
No matter was submitted during the fiscal year covered by this annual report to a vote of holders of either the asset-backed notes (the “Notes”) or the asset-backed certificates (the “Certificates”).
SUBSTITUTE INFORMATION PROVIDED IN ACCORDANCE WITH
GENERAL INSTRUCTION J TO FORM 10-K:
Item 1112(b) of Regulation AB, Significant Obligors of Pool Assets (Financial Information)1B. Unresolved Staff Comments.
Not applicable.applicable
Items 1114(b)(2) of Regulation AB, Credit Enhancement and Other Support, Except for Certain Derivatives Instruments (Information Regarding Significant Enhancement Providers – Financial Information).
Not applicable.
Items 1115(b) of Regulation AB, Certain Derivatives Instruments (Financial Information).
Not applicable.
Item 1117 of Regulation AB, Legal Proceedings.
There are no legal proceedings pending, or any proceedings known to be contemplated by governmental authorities, against Nissan Motor Acceptance Corporation (“NMAC” or the “Servicer” and “Sponsor”), Nissan Auto Leasing LLC II (the “Depositor”), U.S. Bank National Association (the “Indenture Trustee”), Wilmington Trust Company (the “Owner Trustee”), Nissan Auto Lease Trust 2010-B (the “Issuing Entity”), or any property thereof, that are or would be material to holders of the Notes and Certificates.
PART II
The following items have been omitted in accordance with General Instructions J(1) to Form 10-K:
Item 5.(A) | Item 5. Market for Registrant's Common Equity, and Related Stockholder Matters and Issuer Purchases of Equity Securities. |
Item 6.(B) | Item 6. Selected Financial Data. |
Not applicable.
Item 7.(C) | Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
Not applicable.
Item 7A.(D) | Item 7A. Quantitative and Qualitative Disclosures About Market Risk. |
Not applicable.
Item 8.(E) | Item 8. Financial Statements and Supplementary Data. |
Not applicable.
Item 9.(F) | Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. |
Nothing to report.
Item 9A.(G) | Item 9A. Controls and Procedures. |
Not applicable.
Item 9A.(T) | Controls and Procedures.
|
Not applicable.
| Item 9B. | Other Information. |
No other information.
PART III
The following items have been omitted in accordance with General Instructions J(1) to Form 10-K:
Item 10.(A) | Item 10. Directors, and Executive Officers of the Registrantand Corporate Governance. |
Item not applicable due to no directors or executive officers.
Item 11.(B) | Item 11. Executive Compensation. |
Not applicable.
Item 12.(C) | Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
Not applicable.
Item 13.(D) | Item 13. Certain Relationships and Related Transactions, and Director Independence. |
Not applicable.
Item 14.(E) | Item 14. Principal Accountant Fees and Services. |
Not applicable.
SUBSTITUTE INFORMATION PROVIDED IN ACCORDANCE WITH
GENERAL INSTRUCTION J TO FORM 10-K:
Item 1119 of Regulation AB, Affiliations and Certain Relationships and Related Transactions
The Sponsor originates allInformation required by Item 1119 of the pool assets (in such capacity, the “Originator”) assigned to Nissan-Infiniti LT (the “Titling Trust”). The Titling Trust issues undivided beneficial interests in the pool assets to NILT Trust, including the 2010-B SUBI Certificate. NILT TrustRegulation AB has sold the 2010-B SUBI Certificate to the Depositor, which has transferred the 2010-B SUBI Certificate to the Issuing Entity. The Sponsor services the pool assets.
NMAC (including in its role as originator, servicer and sponsor) is the sole member of the Depositor and owns all of the beneficial interests in NILT Trust. NILT Trust owns all of the beneficial interests in the Titling Trust. In connection with the transfer of the 2010-B SUBI Certificate, the Depositor has acquired a 100% ownership interest in the Issuing Entity. Accordingly, the Sponsor, the Depositor and the Issuing Entity are affiliates of NILT Trust, the Titling Trust and each other.
The Indenture Trustee is not affiliated with the Sponsor (including in its role as originator and servicer), the Depositor, the Issuing Entity, the Titling Trust or NILT Trust.
There are no significant obligors, external enhancement or support providers, or other material parties related to the Notes or Certificates.
In addition, there are no business relationships, agreements, arrangements, transactions or understandings outside the ordinary course of business or on terms other than would be obtained in an arm’s length transaction with an unrelated party, apartbeen omitted from this asset-backed securities transaction involvingreport on Form 10-K in reliance on the issuance of the Notes and Certificates by the Issuing Entity, between the Sponsor, the Depositor or the Issuing Entity and any of the parties, or affiliates of such parties, mentioned in this Item.Instruction to Item 1119.
Item 1122 of Regulation AB, Compliance with applicable Servicing Criteria
| (a) | The following documents are filed as part of this report. |
The Servicer and the Indenture Trustee (collectively, the “Servicing Parties”) have each been identified by the Depositor as parties participating in the servicing function with respect to the asset pool held by the Issuing Entity. Each of the Servicing Parties has completed a report on an assessment of compliance with the servicing criteria set forth in paragraph (d) of Item 1122 of Regulation AB applicable to it (each, a “Servicing Assessment Report”), which Servicing Assessment Reports are attached as exhibits to this Form 10-K. In addition, each of the Servicer and the Indenture Trustee has provided an attestation report (each, an “Attestation Report”) by a registered public accounting firm, which reports are also attached as exhibits to this Form 10-K. Neither the Indenture Trustee’s Servicing Assessment Report nor the Indenture Trustee’s Attestation Report has identified any material instance of noncompliance with the servicing criteria applicable to the Indenture Trustee.
Exhibit No.
| 33.1 | Report on Assessment of Compliance with Applicable Servicing Criteria for Asset-Backed Securities of Nissan Motor Acceptance Corporation |
| 33.2 | Management’s Assertion on Compliance with Regulation AB (U.S. Bank National Association) |
| 34.1 | Report of Independent Registered Public Accounting Firm (Ernst & Young LLP) |
| 34.2 | Report of Independent Registered Public Accounting Firm (Ernst & Young LLP) |
The Servicer has complied, in all material respects, with the Applicable Servicing Criteria.Criteria, except as described below:
The accounts for two of the lease asset-backed securities transaction included in the Platform were not included on the list of reconciliations to be reviewed and approved by a manager in the related department. The Servicer has since confirmed that the reconciliations were correct and that the securityholders were not impacted. The Servicer has implemented process changes to ensure that the lapse does not reoccur going forward.
Item 1123 of Regulation AB, Servicer Compliance Statement
| (a) | The following documents are filedThe Servicer has completed a statement of compliance with its activities during the reporting period and of its performance under the applicable servicing agreement (a “Compliance Statement”), signed by an authorized officer of the Servicer. The Compliance Statement is attached as part of this report. |
Exhibit No.
| 35.1 | Servicer Compliance Statement of Nissan Motor Acceptance Corporation |
35.1 to this Form 10-K.
PART IV
| Item 15. | Exhibits and Financial Statement Schedules. |
| | (a)(3) | The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index. |
| | (b) | The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index. |
Supplemental information to be furnished with Reports Filed Pursuant to Section 15(d) of the Act by Registrants which have not Registered Securities Pursuant to Section 12 of the Act.
No annual report, proxy statement, form of proxy or other proxy soliciting material has been sent to certificateholders,securityholders, and the registrant does not presently contemplate sending any such materials subsequent to the filing of this report.
SUBSTITUTE INFORMATION PROVIDED IN ACCORDANCE WITH GENERAL INSTRUCTION J TO FORM 10-K:
Item 1112(b) of Regulation AB, Significant Obligors of Pool Assets (Financial Information).
Not applicable.
Items 1114(b)(2) of Regulation AB, Credit Enhancement and Other Support, Except for Certain Derivatives Instruments (Information Regarding Significant Enhancement Providers – Financial Information).
Not applicable.
Items 1115(b) of Regulation AB, Certain Derivatives Instruments (Financial Information).
Not applicable.
Item 1117 of Regulation AB, Legal Proceedings.
There are no legal proceedings pending, or any proceedings known to be contemplated by governmental authorities, against Nissan Motor Acceptance Corporation (“NMAC” or the “Servicer” and “Sponsor”), Nissan Auto Leasing LLC II (the “Depositor”), U.S. Bank National Association (the “Indenture Trustee”), Wilmington Trust, National Association (the “Owner Trustee”), Nissan Auto Lease Trust 2011-B (the “Issuing Entity”), or any property thereof, that are or would be material to holders of the asset-backed notes (the “Notes”) or the asset-backed certificates (the “Certificates”).
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
NISSAN AUTO LEASE TRUST 2010-B2011-B
By: Nissan Motor Acceptance Corporation,
as servicer
By: /s/ Steven R. Lambert /s/ Mark Kaczynski__________________
Steven R. LambertMark Kaczynski
President and Chief Executive Officer
(senior officer in charge of the servicing function)
Date: June 30, 201028, 2013
EXHIBIT INDEX
The following exhibits are filed as part of this annual report or, where indicated, were heretofore filed and are hereby incorporated by reference.
| Exhibit No. | |
| 3.1 | Certificate of Formation of Nissan Auto Leasing LLC II (“NALL IIII”) (incorporated by reference to Exhibit 3.1 of Form 10-K, dated June 28, 2012, and filed with the SEC on June 28, 2012, File No. 333-170956-03) |
| 3.2 | Limited Liability Company Agreement of NALL II (incorporated by reference to Exhibit 3.2 of Form 10-K, dated June 28, 2012, and filed with the SEC on June 28, 2012, File No. 333-170956-03) |
| 4.1 | Indenture, dated as of November 17, 2010,September 28, 2011, by and between the Issuing Entity, and the Indenture Trustee (incorporated by reference to Exhibit 4.1 of Form 8-K, dated November 19, 2010,September 28, 2011, File No. 333-147542-06)333-170956-03) |
| 10.1 | Agreement of Definitions, dated as of November 17, 2010,September 28, 2011, by and among the Issuing Entity, NILT Trust, as grantor and UTI Beneficiary, the Titling Trust, NMAC, in its individual capacity, as servicer and administrative agent, NALL II, NILT, Inc., as trustee, Wilmington Trust, National Association, as owner trustee, Wilmington Trust Company (“WTC”), as Delaware trustee, and U.S. Bank National Association (“U.S. Bank”), as trust agent and Indenture Trustee (incorporated by reference to Exhibit 10.1 of Form 8-K, dated September 28, 2011, File No. 333-170956-03) |
| 10.2 | 2011-B SUBI Supplement, dated as of September 28, 2011, by and among NILT Trust, as grantor and UTI Beneficiary, NMAC, as servicer, NILT, Inc., as trustee, Wilmington Trust Company (“Wilmington Trust”), as Delaware trustee, and U.S. Bank National Association (“U.S. Bank”), as trust agent (incorporated by reference to Exhibit 10.1 of Form 8-K, dated November 19, 2010, File No. 333-147542-06) |
10.2 | 2010-B SUBI Supplement, dated as of November 17, 2010, by and among NILT Trust, as grantor and UTI Beneficiary, NMAC, as servicer, NILT, Inc., as trustee, Wilmington Trust,WTC, as Delaware trustee, and U.S. Bank, as trust agent (incorporated by reference to Exhibit 10.2 of Form 8-K, dated November 19, 2010,September 28, 2011, File No. 333-147542-06)333-170956-03) |
| 10.3 | 2010-B2011-B SUBI Servicing Supplement, dated as of November 17, 2010,September 28, 2011, by and among the Titling Trust, NILT Trust, as UTI beneficiary, and NMAC, as servicer (incorporated by reference to Exhibit 10.3 of Form 8-K, dated November 19, 2010,September 28, 2011, File No. 333-147542-06)333-170956-03) |
| 10.4 | Amended and Restated Trust Agreement for the Issuing Entity, dated as of November 17, 2010,September 28, 2011, by and between Nissan Auto Leasing LLCNALL II, (“NALL II”), as transferor (the “Transferor”) and the Owner Trustee (incorporated by reference to Exhibit 10.4 of Form 8-K, dated November 19, 2010,September 28, 2011, File No. 333-147542-06)333-170956-03) |
| 10.5 | Trust Administration Agreement, dated as of November 17, 2010,September 28, 2011, by and among the Issuing Entity, NMAC, as administrative agent, the Transferor, and the Indenture Trustee (incorporated by reference to Exhibit 10.5 of Form 8-K, dated November 19, 2010,September 28, 2011, File No. 333-147542-06)333-170956-03) |
| 10.6 | Control Agreement, dated as of November 17, 2010,September 28, 2011, by and among the Issuing Entity, U.S. Bank, as indenture trustee and secured party, and U.S. Bank, as securities intermediary (incorporated by reference to Exhibit 10.710.6 of Form 8-K, dated November 19, 2010,September 28, 2011, File No. 333-147542-06) |
| 10.7 | SUBI Certificate Transfer Agreement, dated as of November 17, 2010,September 28, 2011, by and between NILT Trust, as transferor, and NALL II, as transferee (incorporated by reference to Exhibit 10.810.7 of Form 8-K, dated November 19, 2010,September 28, 2011, File No. 333-147542-06) |
| 10.8 | Trust SUBI Certificate Transfer Agreement, dated as of November 17, 2010,September 28, 2011, by and between NALL II, as transferor and the Issuing Entity, as transferee (incorporated by reference to Exhibit 10.910.8 of Form 8-K, dated November 19, 2010,September 28, 2011, File No. 333-147542-06) |
| 31.1 | Certification of Senior Officer in Charge of the Servicing Function of the Servicer Pursuant to Rule 15d-14(d) |
| 33.1 | Report on Assessment of Compliance With Applicable Servicing Criteria for Asset-Backed Securities of Nissan Motor Acceptance Corporation |
| 33.2 | Management’s Assertion on Compliance With Regulation AB (U.S. Bank National Association) |
| 34.1 | Report of Independent Registered Public Accounting Firm (Ernst & Young LLP) |
| 34.2 | Report of Independent Registered Public Accounting Firm (Ernst & Young LLP) |
| 35.1 | Servicer Compliance Statement of Nissan Motor Acceptance Corporation |
| 99.1 | Annual Servicer’s Certificate Provided by Nissan Motor Acceptance Corporation to Holders of Notes and Certificates |