Form 8-K Nissan Auto Receivables For: Feb 16 Filed by: NISSAN AUTO RECEIVABLES Co II LLC

February 18, 2022 4:57 PM EST

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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): February 16, 2022

 

 

Nissan Auto Receivables 2022-A Owner Trust

(Exact name of Issuing Entity as specified in its charter)

Central Index Key Number: 0001905655

Nissan Auto Receivables Company II LLC

(Exact name of Depositor as specified in its charter)

Central Index Key Number: 0001129068

Nissan Motor Acceptance Company LLC

(Exact name of Sponsor as specified in its charter)

Central Index Key Number: 0001540639

 

 

 

Delaware   333-255899-02   38-7280036
(State or Other Jurisdiction of
Incorporation of Issuing Entity)
  (Commission File Number
of Issuing Entity)
 

(IRS Employer Identification

No. of Issuing Entity)

 

ONE NISSAN WAY

ROOM 5-124
FRANKLIN, TENNESSEE

  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))

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


ITEM 8.01. OTHER EVENTS.

The registrant has filed a prospectus, dated February 16, 2022, setting forth a description of the receivables pool and the structure of $180,000,000 aggregate principal amount of the Class A-1 Asset Backed Notes, $365,000,000 aggregate principal amount of the Class A-2 Asset Backed Notes, $365,000,000 aggregate principal amount of the Class A-3 Asset Backed Notes and $90,000,000 aggregate principal amount of the Class A-4 Asset Backed Notes by Nissan Auto Receivables 2022-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 February 18, 2022, as to legality matters
Exhibit 8.1    Opinion of Mayer Brown LLP, dated as of February 18, 2022, 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 COMPANY II LLC
By:   /s/ Douglas E. Gwin, Jr.
  Name: Douglas E. Gwin, Jr.
  Title: Assistant Treasurer

Date: February 18, 2022

LOGO    Exhibit 5.1

 

  

Mayer Brown LLP

71 South Wacker Drive
Chicago, IL 60606

United States of America

 

T +1 312 782 0600
F +1 312 701 7711

 

www.mayerbrown.com

February 18, 2022

 

Nissan Auto Receivables Company II LLC
One Nissan Way
Franklin, Tennessee 37067

 

Re:  Nissan Auto Receivables 2022-A Owner Trust
Registration Statement on Form SF-3
Registration No. 333-255899

Ladies and Gentlemen:

We have acted as special counsel to Nissan Auto Receivables Company II LLC, a Delaware limited liability company (the “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 and sale 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 prospectus dated February 16, 2022 (the “Prospectus”), which has been filed by the Company 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 2022-A Owner Trust, a Delaware statutory trust (the “Trust”), formed by the Company pursuant to a trust agreement between the Company and Wilmington Trust, National Association, as owner trustee. The Notes will be issued pursuant to an indenture (the “Indenture”) between the Trust and U.S. Bank Trust Company, National Association, as indenture trustee (the “Indenture Trustee”).

In that regard, we are generally familiar with the proceedings taken or 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 Registration Statement and the underwriting agreement, the Indenture (including the form of Notes included as an exhibit thereto), the amended and restated trust agreement, the purchase agreement, the sale and servicing agreement, the asset representations review agreement and the administration agreement (collectively, the “Operative Documents”), each with respect to the Notes. Terms used herein without definition have the meanings given to such terms in the Prospectus.

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, authenticated by the Indenture Trustee, and sold by the Company, and (c) payment of the agreed consideration for the Notes has been received by the Trust, all in accordance with the terms and conditions of the Operative Documents and in the manner described in the Registration Statement, such Notes will

Mayer Brown is a global services provider comprising an association of legal practices that are separate entities including

Mayer Brown LLP (Illinois, USA), Mayer Brown International LLP (England), Mayer Brown (a Hong Kong partnership)

and Tauil & Chequer Advogados (a Brazilian partnership).


Mayer Brown LLP

Nissan Auto Receivables Company II LLC

February 18, 2022

Page 2

 

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 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.

Our opinions expressed herein are limited to the federal laws of the United States of America, the laws of the State of New York, the Delaware General 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.

 

NAROT 2022-A Form 8-K Legality Opinion


Mayer Brown LLP

Nissan Auto Receivables Company II LLC

February 18, 2022

Page 3

 

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.

 

Respectfully submitted,
/s/ Mayer Brown LLP
Mayer Brown LLP
LOGO    Exhibit 8.1

 

  

Mayer Brown LLP

71 South Wacker Drive
Chicago, IL 60606

United States of America

 

T +1 312 782 0600
F +1 312 701 7711

 

www.mayerbrown.com

February 18, 2022

 

Nissan Auto Receivables Company II LLC
One Nissan Way
Franklin, Tennessee 37067

 

Re:

Nissan Auto Receivables 2022-A Owner Trust

Registration Statement on Form SF-3

Registration No. 333-255899

Ladies and Gentlemen:

We have acted as special federal tax counsel to Nissan Auto Receivables Company II LLC, a Delaware limited liability company (the “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 and sale 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 prospectus dated February 16, 2022 (the “Prospectus”), which has 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 2022-A Owner Trust, a Delaware statutory trust (the “Trust”), formed by the Company pursuant to a trust agreement (the “Trust Agreement”) between the Company and Wilmington Trust, National Association, as owner trustee. The Notes will be issued pursuant to an indenture (the “Indenture”) between the Trust and U.S. Bank Trust Company, National Association, as indenture trustee.

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 Registration Statement and the underwriting agreement, the Indenture (including the form of Notes included as an exhibit thereto), the amended and restated trust agreement, the purchase agreement, the sale and servicing agreement, the asset representations review agreement and the administration agreement (collectively, the “Operative Documents”). Terms used herein without definition have the meanings given to such terms in the Prospectus.

 

Mayer Brown is a global services provider comprising an association of legal practices that are separate entities including

Mayer Brown LLP (Illinois, USA), Mayer Brown International LLP (England), Mayer Brown (a Hong Kong partnership)

and Tauil & Chequer Advogados (a Brazilian partnership).


Mayer Brown LLP

Nissan Auto Receivables Company II LLC

February 18, 2022

Page 2

 

Based on the foregoing and assuming that the Operative Documents 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, to the extent the statements set forth in the Prospectus forming part of the Registration Statement (to the extent they relate to U.S. federal income tax consequences) under the headings “Summary—Tax Status” and “Material U.S. Federal Income Tax Consequences” constitute matters of U.S. federal income tax law or legal conclusions with respect thereto relating to U.S. federal tax law matters, 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 (subject to the qualifications, assumptions, limitations and exceptions 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 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.

 

NAROT 2022-A Form 8-K Tax Opinion


Mayer Brown LLP

Nissan Auto Receivables Company II LLC

February 18, 2022

Page 3

 

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 as Exhibit 8.1 to a Form 8-K filed in connection with the Prospectus, without admitting that we are “experts” within the meaning of the Act or the rules or regulations of the Commission issued thereunder, with respect to any part of the Registration Statement or the Prospectus.

 

Respectfully submitted,
/s/ Mayer Brown LLP
Mayer Brown LLP


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