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): August 15, 2016
Honda Auto Receivables 2016-3 Owner Trust
(Issuing Entity)
Central Index Key Number: 0001680180
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 |
333-205883-03 |
81-6640422 |
| (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 8.01. Other Events.
The registrant has filed a prospectus, dated August 15, 2016, setting forth a description of the receivables pool and the structure of $275,000,000 aggregate principal amount of the Class A-1 Asset Backed Notes, $500,000,000 aggregate principal amount of the Class A-2 Asset Backed Notes, $550,000,000 aggregate principal amount of the Class A-3 Asset Backed Notes, and $175,000,000 aggregate principal amount of the Class A-4 Asset Backed Notes by Honda Auto Receivables 2016-3 Owner Trust.
ITEM 9.01 Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits:
| Exhibit No. | Description | |
| 5.1 | Opinion of Mayer Brown LLP, dated as of August 18, 2016, as to legality | |
| 8.1 | Opinion of Mayer Brown LLP, dated as of August 18, 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.
AMERICAN HONDA RECEIVABLES LLC
By: /s/ Paul C. Honda
Name: Paul C. Honda
Title: Treasurer
Dated: August 18, 2016
EXHIBIT INDEX
| Exhibit No. | Description | |
| 5.1 | Opinion of Mayer Brown LLP, dated as of August 18, 2016, as to legality | |
| 8.1 | Opinion of Mayer Brown LLP, dated as of August 18, 2016, as to certain tax matters |
Exhibit 5.1
|
Mayer Brown LLP 71 South Wacker Drive
Main Tel +1 312 782 0600 www.mayerbrown.com
| |
|
August 18, 2016 | |
| American Honda Receivables LLC 20800 Madrona Ave. Torrance, California 90503 |
| Re: | American Honda Receivables LLC |
| Registration Statement on Form SF-3 | |
| Registration No. 333-205883 |
We have acted as special counsel to American Honda Receivables 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 0.64000% Asset Backed Notes, the Class A-2 1.01% Asset Backed Notes, the Class A-3 1.16% Asset Backed Notes and the Class A-4 1.33% Asset Backed Notes (collectively, the “Notes”) described in the final prospectus dated August 15, 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 Honda Auto Receivables 2016-3 Owner Trust (the “Trust”), which was formed by the Company pursuant to a trust agreement among the Company, The Bank of New York Mellon, as owner trustee, and BNY Mellon Trust of Delaware, as Delaware Trustee. The Notes will be issued pursuant to an Indenture (the “Indenture”) between the Trust and U.S. Bank National Association, 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 the 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 the Notes included as an exhibit thereto) and an Amended and Restated Trust Agreement.
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 Basic 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.
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
| |
| American Honda Receivables LLC | |
| Page 2 | |
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
|
Mayer Brown LLP 71 South Wacker Drive
Main Tel +1 312 782 0600 www.mayerbrown.com
|
||
| August 18, 2016 | ||
|
American Honda Receivables LLC |
| Re: | American Honda Receivables LLC |
| Registration Statement on Form SF-3 | |
| Registration No. 333-205883 |
Ladies and Gentlemen:
We have acted as special federal tax counsel to American Honda Receivables 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 Asset Backed Notes, the Class A-2 Asset Backed Notes, the Class A-3 Asset Backed Notes and the Class A-4 Asset Backed Notes (collectively, the “Notes”) described in the final prospectus dated August 15, 2016 (the “Prospectus”), which has been filed with the Securities and Exchange 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 Honda Auto Receivables 2016-3 Owner Trust (the “Trust”), which was formed by the Company pursuant to a trust agreement among the Company, The Bank of New York Mellon, as owner trustee, and BNY Mellon Trust of Delaware, as Delaware trustee (the “Trust Agreement”). The Notes will be issued pursuant to an Indenture between the Trust and U.S. Bank National Association, as indenture trustee (the “Indenture”). 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, limited liability company records and other instruments as we have deemed necessary or appropriate for the purpose of this opinion, including the Prospectus, the Trust Agreement and the forms of 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.
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 U.S. Federal Income Tax Considerations.”
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.
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
| |
| American Honda Receivables LLC | |
| Page 2 | |
We know that we are referred to under the Prospectus captions named above, and we hereby consent to the use of our name therein and to the filing of this opinion as Exhibit 8.1 to a Form 8-K filed therewith, without admitting that 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