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): December 3, 2014
Nissan Auto Receivables Corporation II
(Exact name of Depositor as specified in its charter)
Nissan Auto Receivables 2014-B Owner Trust
(Exact name of Issuing Entity as specified in its charter)
| Delaware | 333-183569-05 | 38-7122738 | ||
| (State or Other Jurisdiction | (Commission | (IRS Employer | ||
| of Incorporation of Issuing Entity) | File Number of Issuing Entity) | 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
None
(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 8.01. OTHER EVENTS.
The registrant has filed a prospectus supplement, dated December 3, 2014 setting forth a description of the receivables pool and the structure of $179,000,000 aggregate principal amount of the Class A-1 Asset Backed Notes, $243,000,000 aggregate principal amount of the Class A-2 Asset Backed Notes, $343,000,000 aggregate principal amount of the Class A-3 Asset Backed Notes, and $85,000,000 aggregate principal amount of the Class A-4 Asset Backed Notes by Nissan Auto Receivables 2014-A Owner Trust.
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 5.1 | Opinion of Mayer Brown LLP, dated as of December 9, 2014, as to legality matters | |
| Exhibit 8.1 | Opinion of Mayer Brown LLP, dated as of December 9, 2014, as to certain tax matters | |
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/ Shishir Bhushan | |
| Name: Shishir Bhushan | ||
| Title: Treasurer | ||
Date: December 9, 2014
EXHIBIT INDEX
Item 601(a) of Regulation S-K
| Exhibit No. |
Description | |
| Exhibit 5.1 | Opinion of Mayer Brown LLP, dated as of December 9, 2014, as to legality matters | |
| Exhibit 8.1 | Opinion of Mayer Brown LLP, dated as of December 9, 2014, as to certain tax matters | |
Exhibit 5.1
| Mayer Brown LLP 71 South Wacker Drive Chicago, Illinois 60606-4637 | ||
| December 9, 2014 | Main Tel +1 312 782 0600 Main Fax +1 312 701 7711 www.mayerbrown.com | |
Nissan Auto Receivables 2014-B Owner Trust
Nissan Auto Receivables Corporation II
Nissan Motor Acceptance Corporation
One Nissan Way
Franklin, Tennessee 37067
| Re: | Nissan Auto Receivables 2014-B Owner Trust |
Registration Statement on Form S-3
Registration No. 333-183569
Ladies and Gentlemen:
We have acted as special counsel to Nissan Auto Receivables Corporation II, a Delaware corporation (the “Depositor”), in connection with the above-captioned registration statement (the “Registration Statement”) and the offering of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes (collectively, the “Notes”) described in the final prospectus supplement dated December 3, 2014 and the base prospectus dated December 1, 2014 (collectively, the “Prospectus”), which have been filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Act”). As described in the Prospectus, the Notes will be issued by Nissan Auto Receivables 2014-B Owner Trust, a Delaware statutory trust (the “Issuing Entity”), formed by the Depositor pursuant to a trust agreement between the Depositor and Wilmington Trust, National Association, as owner trustee. The Notes will be issued pursuant to an indenture (the “Indenture”) between the Issuing Entity and Wells Fargo Bank, National Association, as indenture trustee.
We have examined originals or copies, certified or otherwise identified to our satisfaction, of the organizational documents of the Depositor, Nissan Motor Acceptance Corporation (“NMAC”) and the Issuing Entity, the Prospectus, the current drafts of the Indenture and an amended and restated trust agreement, the form of Notes included as an exhibit to the Indenture, and such other records, documents and certificates of the Depositor, NMAC, the Issuing Entity and public officials and other instruments as we have deemed necessary for the purpose of this opinion.
Mayer Brown LLP operates in combination with other Mayer Brown entities with offices in Europe and Asia and is associated with Tauil & Chequer Advogados, a Brazilian law partnership.
Nissan Auto Receivables 2014-B Owner Trust
Nissan Auto Receivables Corporation II
Nissan Motor Acceptance Corporation
December 9, 2014
Page 2
Based upon the foregoing, we are of the opinion that, with respect to the Notes, when (a) the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, (b) the Notes have been duly executed and issued by the Issuing Entity, authenticated by the Indenture Trustee, and sold by the Seller, and (c) payment of the agreed consideration for the Notes has been received by the Issuing Entity, such Notes will have been duly authorized by all necessary action of the Issuing Entity and will be legally issued and binding obligations of the Issuing Entity and entitled to the benefits afforded by the Indenture, except as may be limited by bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws relating to or affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws), and general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether such enforceability is considered in a proceeding in equity or at law.
The opinions expressed above are limited to the federal laws of the United States of America, the laws of the State of New York (excluding choice of law principles therein), the Delaware Limited Liability Company Act and the Delaware Statutory Trust Act. We express no opinion herein as to the laws of any other jurisdiction and no opinion regarding the statutes, administrative decisions, rules, regulations or requirements of any county, municipality, subdivision or local authority of any jurisdiction.
We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to a Form 8-K filed in connection with the Prospectus and to the use of our name therein, without admitting that we are “experts” within the meaning of the Act or the rules or regulations of the Commission thereunder, with respect to any part of the Registration Statement or the Prospectus.
| Respectfully submitted, |
| /s/ Mayer Brown LLP |
| Mayer Brown LLP |
Exhibit 8.1
| Mayer Brown LLP 71 South Wacker Drive Chicago, Illinois 60606-4637 | ||
| December 9, 2014 | Main Tel +1 312 782 0600 Main Fax +1 312 701 7711 www.mayerbrown.com | |
Nissan Auto Receivables 2014-B Owner Trust
Nissan Auto Receivables Corporation II
Nissan Motor Acceptance Corporation
One Nissan Way
Franklin, Tennessee 37067
| Re: | Nissan Auto Receivables 2014-B Owner Trust |
Registration Statement on Form S-3
Registration No. 333-183569
Ladies and Gentlemen:
We have acted as special tax counsel to Nissan Auto Receivables Corporation II, a Delaware corporation (the “Depositor”), in connection with the above-captioned registration statement (the “Registration Statement”) and the offering of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes (collectively, the “Notes”) described in the final prospectus supplement dated December 3, 2014 (the “Prospectus Supplement”), and the base prospectus dated December 1, 2014 (the “Base Prospectus” and together with the Prospectus Supplement, the “Prospectus”), which have been filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Act”). As described in the Prospectus, the Notes will be issued by Nissan Auto Receivables 2014-B Owner Trust, a Delaware statutory trust (the “Issuing Entity”), formed by the Depositor pursuant to a trust agreement (the “Trust Agreement”) between the Depositor and Wilmington Trust, National Association, as owner trustee. The Notes will be issued pursuant to an indenture (the “Indenture”) between the Issuing Entity and Wells Fargo Bank, National Association, as indenture trustee.
Based on the foregoing, we are of the opinion that the statements set forth in the Base Prospectus and the Prospectus Supplement forming part of the above captioned registration statement under the headings “Summary—Tax Status” and “Material Federal Income Tax Consequences,” to the extent that they constitute matters of law or legal conclusions relating to the federal laws of the United States, have been reviewed by us and are correct in all material respects and, to the extent such statements expressly state our opinions or state that our opinion has been or will be provided as to the Notes, we hereby confirm and adopt the opinions set forth therein.
The opinion expressed above is subject to the following assumptions, qualifications, limitations and exceptions:
The opinion set forth above is based on relevant provisions of the United States Internal Revenue Code of 1986, as amended, Treasury Regulations thereunder, and interpretations of the
Mayer Brown LLP operates in combination with other Mayer Brown entities with offices in Europe and Asia and is associated with Tauil & Chequer Advogados, a Brazilian law partnership.
Nissan Auto Receivables 2014-B Owner Trust
Nissan Auto Receivables Corporation II
Nissan Motor Acceptance Corporation
December 9, 2014
Page 2
foregoing as expressed in court decisions, administrative determinations, and legislative history as of the date hereof. These provisions and interpretations are subject to change, which may or may not be retroactive in effect, that might result in modifications of our opinion.
This opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters. We assume no obligation to update or supplement this opinion to reflect any facts or circumstances that arise after the date of this opinion and come to our attention, or any future changes in laws.
We consent to the filing of this letter with the Commission as Exhibit 8.1 to a Form 8-K filed in connection with the Prospectus and to the use of our name therein, without admitting that we are “experts” within the meaning of the Act or the rules or regulations of the Commission thereunder, with respect to any part of the Registration Statement or the Prospectus.
| Respectfully submitted, |
| /s/ Mayer Brown LLP |
| Mayer Brown LLP |