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): March 21, 2017
Honda Auto Receivables 2017-1 Owner Trust
(Issuing Entity)
Central Index Key Number: 0001697574
American Honda Receivables LLC
(Depositor)
Central Index Key Number: 0000890975
American Honda Finance Corporation
(Sponsor)
Central Index Key Number: 0000864270
(Exact name of Issuing Entity, Depositor/Registrant and Sponsor as specified in their respective charters)
| Delaware | | 333-205883-05 | | 81-7100967 |
(State or Other Jurisdiction of
Incorporation) | | (Commission File Number) | | (Issuing Entity’s IRS
Employer
Identification No.) |
American Honda Receivables LLC
2800 Madrona Avenue
Torrance, California | | 90503 |
| (Address of principal executive offices) | | (Zip Code) |
| Registrant’s telephone number, including area code: (310) 781-4100 |
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 March 21, 2017, American Honda Receivables LLC (“AHR LLC”) and American Honda Finance Corporation (“AHFC”) entered into an Underwriting Agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities, Inc. and Mizuho Securities USA Inc., each on behalf of itself and as a representative of the several underwriters, for the sale of certain notes of Honda Auto Receivables 2017-1 Owner Trust (the “Issuer”), in the following classes and in the amounts described therein: Class A-1 1.05000% Asset Backed Notes (the “Class A-1 Notes”), Class A-2 1.42% Asset Backed Notes (the “Class A-2 Notes”), Class A-3 1.72% Asset Backed Notes (the “Class A-3 Notes”) and Class A-4 2.05% Asset Backed Notes (the “Class A–4 Notes”) (collectively, the “Underwritten Notes”). The Underwritten Notes will be issued on or about March 28, 2017 (the “Closing Date”). AHFC will retain at least 5% (by initial principal amount) of each of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes (collectively with the Underwritten Notes, the “Notes”). The Notes have an aggregate principal balance of $1,250,000,000.
Attached as Exhibit 1.1 is the Underwriting Agreement.
ITEM 8.01. Other Events.
On the Closing Date, AHR LLC and AHFC will enter into a Receivables Purchase Agreement, to be dated as of the Closing Date (the “Receivables Purchase Agreement”), pursuant to which AHFC will transfer to AHR LLC certain retail installment sale contracts relating to new or used Honda or Acura automobiles (the “Receivables”) and related property. The Issuer, a Delaware statutory trust, was established pursuant to a Trust Agreement dated February 3, 2017, to be amended and restated as of the Closing Date, among AHR LLC, The Bank of New York Mellon, as owner trustee, and BNY Mellon Trust of Delaware, as Delaware trustee (the “Amended and Restated Trust Agreement”). On the Closing Date, the Issuer will enter into a Sale and Servicing Agreement, to be dated as of the Closing Date (the “Sale and Servicing Agreement”), with AHR LLC, as seller, AHFC, as servicer, RPA seller and sponsor, and acknowledged and accepted by U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”), pursuant to which the Receivables and related property will be transferred to the Issuer. On the Closing Date, the Issuer, AHFC, 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. Also on the Closing Date, the Issuer will enter into an Indenture, to be dated as of the Closing Date (the “Indenture”), by and between the Issuer and the Indenture Trustee and acknowledged and accepted by AHFC, as servicer. Pursuant to the Indenture, the Issuer will cause the issuance of the Notes. Also on the Closing Date, the Issuer, AHFC, as sponsor and administrator, AHR LLC, as depositor, and the Indenture Trustee will enter into an Administration Agreement, to be dated as of the Closing Date (the “Administration Agreement”), relating to the provision by AHFC of certain services relating to the Notes.
Attached as Exhibit 4.1 is the form of Indenture, as Exhibit 10.1 is the form of Receivables Purchase Agreement, as Exhibit 10.2 is the form of Sale and Servicing Agreement, as Exhibit 10.3 is the form of Administration Agreement, as Exhibit 10.4 is the form of Amended and Restated Trust Agreement and as Exhibit 10.5 is the form of Asset Representations Review Agreement.
In connection with the offering of the Underwritten 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
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits:
| Exhibit No. | | Description |
| | | |
| 1.1 | | Underwriting Agreement, dated March 21, 2017, among AHFC, AHR LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities, Inc. and Mizuho Securities USA Inc., each on behalf of itself and as a representative of the several underwriters |
| 4.1 | | Indenture, to be dated the Closing Date, between the Indenture Trustee and the Issuer and acknowledged and accepted by AHFC |
| 10.1 | | Receivables Purchase Agreement, to be dated the Closing Date, between AHFC and AHR LLC |
| 10.2 | | Sale and Servicing Agreement, to be dated the Closing Date, among the Issuer, AHFC and AHR LLC and acknowledged and accepted by the Indenture Trustee |
| 10.3 | | Administration Agreement, to be dated the Closing Date, among the Issuer, AHFC, AHR LLC and the Indenture Trustee |
| 10.4 | | Amended and Restated Trust Agreement, to be dated the Closing Date, among AHR LLC, The Bank of New York Mellon and BNY Mellon Trust of Delaware |
| 10.5 | | Asset Representations Review Agreement, to be dated the Closing Date, among the Issuer, AHFC and Clayton Fixed Income Services LLC |
| 36.1 | | Depositor Certification, dated March 21, 2017, for shelf offerings of asset-backed securities |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on behalf of the undersigned thereunto duly authorized.
| | AMERICAN HONDA RECEIVABLES LLC |
| | | |
| | By: | /s/ Paul C. Honda |
| | Name: | Paul C. Honda |
| | Title: | Treasurer |
Dated: March 23, 2017
EXHIBIT INDEX
| Exhibit No. | | Description |
| | | |
| 1.1 | | Underwriting Agreement, dated March 21, 2017, among AHFC, AHR LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities, Inc. and Mizuho Securities USA Inc., each on behalf of itself and as a representative of the several underwriters |
| 4.1 | | Indenture, to be dated the Closing Date, between the Indenture Trustee and the Issuer and acknowledged and accepted by AHFC |
| 10.1 | | Receivables Purchase Agreement, to be dated the Closing Date, between AHFC and AHR LLC |
| 10.2 | | Sale and Servicing Agreement, to be dated the Closing Date, among the Issuer, AHFC and AHR LLC and acknowledged and accepted by the Indenture Trustee |
| 10.3 | | Administration Agreement, to be dated the Closing Date, among the Issuer, AHFC, AHR LLC and the Indenture Trustee |
| 10.4 | | Amended and Restated Trust Agreement, to be dated the Closing Date, among AHR LLC, The Bank of New York Mellon and BNY Mellon Trust of Delaware |
| 10.5 | | Asset Representations Review Agreement, to be dated the Closing Date, among the Issuer, AHFC and Clayton Fixed Income Services LLC |
| 36.1 | | Depositor Certification, dated March 21, 2017, for shelf offerings of asset-backed securities |
