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): June 23, 2021
Nissan Auto Receivables 2021-A Owner Trust
(Exact name of Issuing Entity as specified in its charter)
Central Index Key Number: 0001864913
Nissan Auto Receivables Company II LLC
(Exact name of Depositor as specified in its charter)
Central Index Key Number: 0001129068
Nissan Motor Acceptance Company LLC
(Exact name of Sponsor as specified in its charter)
Central Index Key Number: 0001540639
| Delaware | 333-255899-01 | 87-6300282 | ||
(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 | 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)) |
Securities registered pursuant to Section 12(b) of the Act: None.
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 DEFINITIVE MATERIAL AGREEMENT.
On June 23, 2021 (the “Closing Date”), Nissan Auto Receivables Company II LLC (“NARC II”) and Nissan Motor Acceptance Company LLC (“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 2021-A Owner Trust (the “Issuing Entity”), a Delaware statutory trust established by a Trust Agreement dated as of May 25, 2021, 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, Wilmington Trust, National Association, as owner trustee (the “Owner Trustee”), and U.S. Bank National Association, as certificate registrar and paying agent, entered into that certain Sale and Servicing Agreement, dated as of the Closing Date (the “Sale and Servicing Agreement”), with NARC II, as seller, NMAC, as servicer, and U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”), pursuant to which the Receivables and related property were transferred to the Issuing Entity. On the Closing Date, the Issuing Entity, as issuer, NMAC, as sponsor and servicer, and Clayton Fixed Income Services LLC, as asset representations reviewer, entered into that certain Asset Representations Review Agreement, dated as of the Closing Date (the “Asset Representations Review Agreement”), relating to the review of certain representations relating to the Receivables. 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 the Indenture Trustee, of $172,000,000 aggregate principal amount of Class A-1 Asset Backed Notes, $356,500,000 aggregate principal amount of Class A-2 Asset Backed Notes, $356,500,000 aggregate principal amount of Class A-3 Asset Backed Notes and $115,000,000 aggregate principal amount of Class A-4 Asset Backed Notes (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 $1,000,000,000, were sold to MUFG Securities Americas, Inc., BNP Paribas Securities Corp., BofA Securities, Inc., LLC, Citigroup Global Markets, Inc., HSBC Securities (USA) Inc., SG Americas Securities, LLC, U.S. Bancorp Investments, Inc., and Wells Fargo Securities, LLC, (together, the “Underwriters”) pursuant to an Underwriting Agreement, dated as of June 15, 2021, by and among NARC II, NMAC and MUFG Securities Americas, Inc., 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 SF-3 (Commission File No. 333-255899).
Attached as Exhibit 4.1 is the Indenture, as Exhibit 10.1 is the Purchase Agreement, as Exhibit 10.2 is the Sale and Servicing Agreement, as Exhibit 10.3 is the Administration Agreement, as Exhibit 10.4 is the Asset Representations Review Agreement and as Exhibit 10.5 is the Amended and Restated Trust 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.
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 COMPANY II LLC | ||
| By: | /s/ Douglas E. Gwin, Jr. | |
| Name: Douglas E. Gwin, Jr. | ||
| Title: Assistant Treasurer | ||
Date: June 24, 2021