8-K 1 c99112e8vk.htm CURRENT REPORT e8vk
Table of Contents

 
 
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report: October 18, 2005
 
(Date of earliest event reported)
NISSAN AUTO LEASE TRUST 2005-A
(Issuer with respect to the Notes)
 
(Exact name of registrant as specified in its charter)
NISSAN AUTO LEASING LLC II
(Originator of the Note Issuer and Transferor of the SUBI Certificate to the Note Issuer)
 
(Exact name of registrant as specified in its charter)
NILT TRUST
(Transferor of the SUBI Certificate to Nissan Auto Leasing LLC II)
 
(Exact name of registrant as specified in its charter)
NISSAN-INFINITI LT
(Issuer with respect to the SUBI Certificate)
 
(Exact name of registrant as specified in its charter)
         
DELAWARE   333-127992   Nissan Auto Lease Trust 2005-A
        51-6567939
    333-127992-03   Nissan Auto Leasing LLC II 95-4885574
    333-127992-02   NILT Trust 52-6935346
    333-127992-01   Nissan-Infiniti LT 33-6226449
(State or Other Jurisdiction of Incorporation)   (Commission File Number)   (I.R.S. Employer Identification No.)
990 WEST 190TH STREET
TORRANCE, CALIFORNIA 90502
(Address of principal executive offices of Nissan Auto Lease Trust 2005-A, Nissan Auto Leasing LLC II,
NILT
Trust, and Nissan-Infiniti LT)
Registrants’ telephone number, including area code: (310) 719–8583
     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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 October 18, 2005, Nissan Auto Leasing LLC II (“NALL II”) and Nissan Motor Acceptance Corporation (“NMAC”) entered into an Underwriting Agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated, on behalf of itself and as a representative of the several underwriters, for the issuance and sale of notes of Nissan Auto Lease Trust 2005-A in the following classes: Class A-1, Class A-2, Class A-3 and Class A-4 (collectively, the “Notes”). The Notes have an aggregate scheduled principal balance of $1,395,400,000. The Notes have been registered pursuant to the Securities Act of 1933, as amended, under a Registration Statement on Form S-1, as amended (File Nos. 333-127992, 333-127992-01, 333-127992-02 and 333-127992-03). It is anticipated that the Notes will be issued on or about October 25, 2005 (the “Closing Date”).
     NILT Inc. (defined below) will create a special unit of beneficial interest (the “2005-A SUBI”) in specified assets of Nissan-Infiniti LT, a Delaware statutory trust (“Nissan-Infiniti LT”), including certain closed-end retail vehicle lease contracts (the “Leases”), the related Nissan and Infiniti vehicles leased under the Leases (the “Leased Vehicles”) and related property pursuant to the Amended and Restated Trust and Servicing Agreement for Nissan-Infiniti LT, dated as of August 26, 1998, by and among NILT Trust, a Delaware statutory trust (“NILT Trust”), as grantor and initial beneficiary, Nissan Motor Acceptance Corporation (“NMAC”), as servicer, NILT, Inc., as trustee to Nissan-Infiniti LT (the “NILT, Inc.”), Wilmington Trust Company, as Delaware trustee, and U.S. Bank National Association, as trust agent, as it will be supplemented on the Closing Date by a 2005-A SUBI Supplement (the “2005-A SUBI Supplement”). In connection with the creation of the 2005-A SUBI, Nissan-Infiniti LT will issue to NILT Trust a certificate evidencing a 100 percent beneficial interest in the 2005-A SUBI (the “2005-A SUBI Certificate”). On the Closing Date, NILT Trust will sell the 2005-A SUBI Certificate to NALL II pursuant to a SUBI Certificate Transfer Agreement by and between NILT Trust, as transferor, and NALL II, as transferee. NALL II will further sell the 2005-A SUBI Certificate to Nissan Auto Lease Trust 2005-A, a Delaware statutory trust (the “Trust”), pursuant to a Trust SUBI Certificate Transfer Agreement by and between NALL II, as transferor, and the Trust, as transferee.
     Attached as Exhibit 1.1 is the Underwriting Agreement.
ITEM 9.01. Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Exhibits
     
Exhibit No.   Description
Exhibit 1.1
  Underwriting Agreement, dated October 18, 2005, by and among NALL II, NMAC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, on behalf of itself and as a representative of the several Underwriters.


Table of Contents

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Co-Registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.
Date: October 18, 2005
         
    NISSAN AUTO LEASE TRUST 2005-A
 
       
 
  By:   Nissan Auto Leasing LLC II, solely as originator of Nissan Auto Lease Trust 2005-A
             
 
  By:   /S/ Kazuhiko Kazama
 
   
 
      Name: Kazuhiko Kazama    
 
      Title: Treasurer    
     
 
  NISSAN AUTO LEASING LLC II
             
 
  By:   /S/ Kazuhiko Kazama
 
   
 
      Name: Kazuhiko Kazama    
 
      Title: Treasurer    
         
    NILT TRUST
 
       
 
  By:   Nissan Motor Acceptance Corporation, solely as grantor and beneficiary
             
 
  By:   /S/ Kazuhiko Kazama
 
   
 
      Name: Kazuhiko Kazama    
 
      Title: Treasurer    
         
    NISSAN-INFINITI LT
 
       
 
  By:   Nissan Motor Acceptance Corporation, solely as originator of Nissan-Infiniti LT
             
 
  By:   /S/ Kazuhiko Kazama
 
   
 
      Name: Kazuhiko Kazama    
 
      Title: Treasurer    


Table of Contents

EXHIBIT INDEX
     
Exhibit No.   Description
Exhibit 1.1
  Underwriting Agreement, dated October 18, 2005, by and among NALL II, NMAC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, on behalf of itself and as a representative of the several Underwriters.