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): September 14, 2016
Hyundai Auto Receivables Trust 2016-B
(Issuing Entity)
Central Index Key Number: 0001682868
Hyundai ABS Funding, LLC
(Depositor)
Central Index Key Number: 0001260125
Hyundai
Capital America
(Sponsor)
Central Index Key Number: 0001541028
(Exact name of Issuing Entity, Depositor/Registrant and Sponsor as specified in their respective charters)
|
Delaware |
333-205844 |
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 Notes by Hyundai Auto Receivables Trust 2016-B, which are described in the Prospectus dated September 14, 2016.
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 | |
| 5.1 | Opinion of Mayer Brown LLP, dated as of September 20, 2016, as to legality | |
| 8.1 | Opinion of Mayer Brown LLP, dated as of September 20, 2016, 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.
Date: September 20, 2016
HYUNDAI ABS FUNDING, LLC
By: /s/ Charley Changmin Yoon
Name: Charley Changmin Yoon
Title: President and Secretary
EXHIBIT INDEX
Item 601(a) of Regulation S-K
| Exhibit No. | Description | |
| 5.1 | Opinion of Mayer Brown LLP, dated as of September 20, 2016 as to legality | |
| 8.1 | Opinion of Mayer Brown LLP, dated as of September 20, 2016 as to certain tax matters |
Exhibit 5.1
| September 20, 2016 |
Mayer Brown LLP 71 South Wacker Drive
Main Tel +1 312 782 0600 www.mayerbrown.com |
| Hyundai ABS Funding, LLC 3161 Michelson Drive, Suite 1900 Irvine, California 92612 |
| Re: | Hyundai ABS Funding, LLC |
Registration Statement on Form SF-3
Registration No. 333-205844
Ladies and Gentlemen:
We have acted as special counsel to Hyundai ABS Funding, LLC (the “Company”), a Delaware limited liability company, in connection with the above-captioned registration statement (such registration statement, together with the exhibits and any amendments thereto, the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), and the offering of the Class A-1 Auto Loan Asset Backed Notes, the Class A-2 Auto Loan Asset Backed Notes, the Class A-3 Auto Loan Asset Backed Notes, the Class A-4 Auto Loan Asset Backed Notes, the Class B Auto Loan Asset Backed Notes, the Class C Auto Loan Asset Backed Notes and the Class D Auto Loan Asset Backed Notes (collectively, the “Notes”) described in the final prospectus dated September 14, 2016 (the “Prospectus”), which has been filed with the Securities and Exchange Commission pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended (the “Act”). As described in the Prospectus, the Notes will be issued by Hyundai Auto Receivables Trust 2016-B (the “Trust”), which was formed by the Company pursuant to a trust agreement between the Company and U.S. Bank Trust National Association, as owner trustee. The Notes will be issued pursuant to an Indenture between the Trust and Citibank, N.A., as indenture trustee (the “Indenture Trustee”). Capitalized terms used herein without definition have the respective meanings assigned to such terms in the Prospectus.
In that regard, we generally are familiar with the proceedings taken or required to be taken in connection with the proposed authorization, issuance and sale of any series of Notes and have examined and relied upon copies of such statutes, documents, corporate records and other instruments as we have deemed necessary or appropriate for the purposes of this opinion, including the Prospectus and current drafts of the Indenture (including the form of Notes included as an exhibit thereto), the Amended and Restated Trust Agreement (including the form of Certificate included as an exhibit thereto), the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Asset Representations Review Agreement and the Owner Trust Administration Agreement (collectively, the “Operative Documents”).
Mayer Brown
LLP operates in combination with other Mayer Brown entities (the "Mayer Brown Practices"), which have offices in North
America,
Europe and Asia and are associated with Tauil & Chequer Advogados, a Brazilian law partnership.
| Mayer Brown llp |
| Hyundai ABS Funding, LLC |
| Page 2 |
Based on and subject to 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 Trust and authenticated by the Indenture Trustee and sold by the Company or by the Trust, at the direction of the Company, as applicable, and (c) payment of the agreed consideration for the Notes shall have been received by the Trust, all in accordance with the terms and conditions of the related Operative Documents and a definitive purchase, underwriting or similar agreement with respect to the Notes and in the manner described in the Prospectus, the Notes will have been duly authorized by all necessary action of the Trust and will be legally issued and binding obligations of the Trust and entitled to the benefits afforded by the Indenture, except as may be limited by bankruptcy, insolvency, reorganization, arrangement, moratorium or other laws relating to or affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws), and by general principles of equity, regardless of whether such matters are considered in a proceeding in equity or at law.
Our opinions expressed herein are limited to the federal laws of the United States and the laws of the State of New York and the State of Delaware. 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 we are “experts” within the meaning of the Act, or the rules and regulations of the Commission issued thereunder, with respect to any part of the Registration Statement or the Prospectus.
Very truly yours,
/s/ Mayer Brown LLP
MAYER BROWN LLP
Exhibit 8.1
| September 20, 2016 |
Mayer Brown LLP 71 South Wacker Drive
Main Tel +1 312 782 0600 www.mayerbrown.com |
|
Hyundai ABS Funding, LLC |
| Re: | Hyundai ABS Funding, LLC |
Registration Statement on Form SF-3
Registration No. 333-205844
Ladies and Gentlemen:
We have acted as special federal tax counsel to Hyundai ABS Funding, LLC (the “Company”), a Delaware limited liability company, in connection with the above-captioned registration statement (such registration statement, together with the exhibits and any amendments thereto, the “Registration Statement”) and the offering of the Class A-1 Auto Loan Asset Backed Notes, the Class A-2 Auto Loan Asset Backed Notes, the Class A-3 Auto Loan Asset Backed Notes, the Class A-4 Auto Loan Asset Backed Notes, the Class B Auto Loan Asset Backed Notes, the Class C Auto Loan Asset Backed Notes and the Class D Auto Loan Asset Backed Notes (collectively, the “Notes”) described in the final prospectus dated September 14, 2016 (the “Prospectus”), which has been filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended (the “Act”). As described in the Prospectus, the Notes will be issued by Hyundai Auto Receivables Trust 2016-B (the “Trust”), which was formed by the Company pursuant to a trust agreement between the Company and U.S. Bank Trust National Association, as owner trustee. The Notes will be issued pursuant to an Indenture between the Trust and Citibank, N.A., as indenture trustee. Capitalized terms used herein without definition have the respective meanings assigned to such terms in the Prospectus.
In that regard, we generally are familiar with the proceedings required to be taken in connection with the proposed authorization, issuance and sale of the Notes and have examined copies of such documents, corporate records and other instruments as we have deemed necessary or appropriate for the purpose of this opinion, including the Prospectus, the Trust Agreement, the Indenture and other documents prepared in connection with the issuance of the Notes (collectively, the “Operative Documents”). In addition, we have assumed that the Operative Documents with respect to the Notes are executed and delivered in substantially the form we have examined and that the transactions contemplated to occur under the Operative Documents in fact occur in accordance with the terms thereof.
Mayer Brown
LLP operates in combination with other Mayer Brown entities (the "Mayer Brown Practices"), which have offices in North
America,
Europe and Asia and are associated with Tauil & Chequer Advogados, a Brazilian law partnership.
| Mayer Brown llp |
| Hyundai ABS Funding, LLC |
| Page 2 |
We hereby confirm and adopt the Opinions set forth in the Prospectus (to the extent they relate to federal income tax consequences) under the captions “Summary of Terms—Tax Status” and “Material United States Federal Income Tax Consequences.”
The opinion set forth herein is based upon the applicable provisions of the Internal Revenue Code of 1986, as amended, Treasury regulations promulgated and proposed thereunder, current positions of the Internal Revenue Service (“IRS”) contained in published Revenue Rulings and Revenue Procedures, current administrative positions of the IRS and existing judicial decisions. No tax rulings will be sought from the IRS with respect to any of the matters discussed herein. The statutory provisions, regulations and interpretations on which our opinions are based are subject to change, which changes could apply retroactively. In addition, there can be no assurance that positions contrary to those stated in our opinion may not be taken by the IRS.
We know that we are referred to under the captions referred to above included in the Prospectus, and we hereby consent to the use of our name therein and to the use of this opinion for filing of this opinion as Exhibit 8.1 to a Form 8-K filed in connection therewith, without admitting we are “experts” within the meaning of the Act, or the rules and regulations of the Commission issued thereunder, with respect to any part of the Registration Statement or Prospectus, including this exhibit.
Sincerely,
/s/ Mayer Brown LLP
Mayer Brown LLP