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): July 10, 2012
Hyundai Auto Receivables Trust 2012-B
(Issuing Entity)
Hyundai ABS Funding Corporation
(Depositor)
Hyundai
Capital America
(Sponsor)
(Exact name of Issuing Entity, Depositor/Registrant and Sponsor as specified in their respective charters)
|
Delaware |
333-168518 |
33-0978453 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number for Registrant and Issuing Entity, respectively) | (Registrant’s IRS Employer Identification No.) |
| 3161 MICHELSON DRIVE, SUITE 1900 IRVINE, CALIFORNIA |
92612 | |
| (Address of principal executive offices) | (Zip Code) | |
| Registrant’s telephone number, including area code: (949) 732-2697 | ||
|
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))
ITEM 8.01. OTHER EVENTS.
The Registrant is filing the exhibits listed in Item 9.01(d) below in connection with the issuance of the Class A-1 Asset Backed Notes, Class A-2 Asset Backed Notes, Class A-3 Asset Backed Notes, Class A-4 Asset Backed Notes, Class B Asset Backed Notes and Class C Asset Backed Notes (the “Notes”) by Hyundai Auto Receivables Trust 2012-B described in the Prospectus Supplement dated July 10, 2012.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits
The exhibits number corresponds with Item 601(a) of Regulation S-K.
| Exhibit No. | Description | |
| Exhibit 5.1 | Opinion of Mayer Brown LLP, dated as of July 12, 2012, as to legality | |
| Exhibit 8.1 | Opinion of Mayer Brown LLP, dated as of July 12, 2012, 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 behalf of the undersigned thereunto duly authorized.
| HYUNDAI ABS FUNDING CORPORATION | ||
| By: | /s/ Min Sok Randy Park | |
| Name: | Min Sok Randy Park | |
| Title: | President and Secretary | |
Date: July 12, 2012
EXHIBIT INDEX
Item 601(a) of Regulation S-K
| Exhibit No. | Description | |
| Exhibit 5.1 | Opinion of Mayer Brown LLP, dated as of July 10, 2012 as to legality | |
| Exhibit 8.1 | Opinion of Mayer Brown LLP, dated as of July 10, 2012 as to certain tax matters |
EXHIBIT 5.1
Mayer Brown LLP
71 South Wacker
Drive
Chicago, Illinois 60606-4637
Main Tel +1
312 782 0600
Main Fax +1 312 701 7711
www.mayerbrown.com
July 12, 2012
Hyundai Auto Receivables Trust 2012-B
Hyundai ABS Funding Corporation
3161 Michelson Drive, Suite 1900
Irvine, California 92612
| Re: | Hyundai Auto
Receivables Trust 2012-B Registration Statement on Form S-3 Registration No. 333-168518 |
Ladies and Gentlemen:
We have acted as special counsel to Hyundai ABS Funding Corporation, a Delaware corporation (the “Depositor”), in connection with the preparation of the Registration Statement on Form S-3 (Registration No. 333-168518, together with the exhibits and amendments thereto, the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), and the rules or regulations promulgated thereunder, for the registration under the Act of $1,452,230,000 aggregate principal amount of asset backed notes (the “Notes”) to be issued by Hyundai Auto Receivables Trust 2012-B, a Delaware statutory trust (the “Issuing Entity”), pursuant to an indenture (the “Indenture”) between the Issuing Entity and Citibank, N.A., as indenture trustee. Capitalized terms used herein without definition herein have the meanings set forth in the Registration Statement.
We have examined originals or copies, certified or otherwise identified to our satisfaction, of the organizational documents of the Depositor and the Issuing Entity, the Indenture, the form of Notes included as an exhibit to the Indenture, and such other records, documents and certificates of the Issuing Entity and public officials and other instruments as we have deemed necessary for the purpose of this opinion. In addition, we have assumed that the Indenture will be duly executed and delivered by the parties thereto; that the Notes will be duly executed and delivered substantially in the forms contemplated by the Indenture; and that the Notes will be sold as described in the Registration Statement.
Based upon the foregoing, we are of the opinion that:
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.
Mayer Brown llp
Hyundai Auto Receivables Trust 2012-B
July 12, 2012
Page 2
The Notes are in due and proper form and, assuming the due authorization, execution and delivery of the Indenture by the Issuing Entity and the Indenture Trustee, and the due authorization of the Notes by all necessary action on the part of the Issuing Entity, when the Notes have been validly executed, authenticated and issued in accordance with the Indenture and delivered against payment therefor, the Notes will be valid and binding obligations of the Issuing Entity, enforceable against the Issuing Entity in accordance with their terms, subject to bankruptcy, insolvency, reorganization, 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 and the laws of the State of New York (excluding choice of law principles therein). 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 Securities and Exchange Commission as an exhibit to the Registration Statement 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 Securities and Exchange Commission thereunder, with respect to any part of the Registration Statement, including this exhibit.
| Very truly yours, | |
| /s/ Mayer Brown LLP | |
| MAYER BROWN LLP |
EXHIBIT 8.1
Mayer Brown LLP
71 South Wacker
Drive
Chicago, Illinois 60606-4637
Main Tel +1
312 782 0600
Main Fax +1 312 701 7711
www.mayerbrown.com
July 12, 2012
Hyundai Auto Receivables Trust 2012-B
Hyundai ABS Funding Corporation
3161 Michelson Drive, Suite 1900
Irvine, California 92612
| Re: | Hyundai Auto
Receivables Trust 2012-B Registration Statement on Form S-3 Registration No. 333-168518 |
Ladies and Gentlemen:
We have acted as special tax counsel to Hyundai ABS Funding Corporation, a Delaware corporation, in connection with the preparation of the Registration Statement on Form S-3 (Registration No. 333-168518, together with the exhibits and amendments thereto, the “Registration Statement”), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), and the rules or regulations promulgated thereunder, for the registration under the Act of $1,452,230,000 asset backed notes (the “Notes”), issued by Hyundai Auto Receivables Trust 2012-B, a Delaware statutory trust (the “Issuing Entity”) pursuant to an Indenture between the Issuing Entity and Citibank, N.A., as indenture trustee. Capitalized terms used herein without definition herein have the meanings set forth in the Registration Statement.
We hereby confirm that the statements set forth in the Base Prospectus and the Prospectus Supplement forming part of the Registration Statement under the headings “Summary—Tax Status” and “Material United States Federal Income Tax Consequences,” to the extent that they constitute matters of law or legal conclusions relating to the federal tax laws of the United States, and subject to the assumptions, qualifications, limitations and exceptions set forth in the discussion under the foregoing headings, are the opinion of Mayer Brown LLP.
In addition, the opinion expressed above is subject to the following assumptions, qualifications, limitations and exceptions:
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.
Mayer Brown llp
Hyundai Auto Receivables Trust 2012-B
July 12, 2012
Page 2
The law covered by this opinion is limited to the applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations (including proposed and temporary Treasury Regulations), and interpretations of the foregoing as expressed in court decisions, administrative determinations and the 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. We express no opinion as to the laws of any other jurisdiction and, unless otherwise specified, 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 Securities and Exchange Commission as an exhibit to the Registration Statement 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 Securities and Exchange Commission thereunder, with respect to any part of the Registration Statement, including this exhibit.
| Sincerely, | |
| /s/ Mayer Brown LLP | |
| Mayer Brown LLP |