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): November 14, 2017
CNH EQUIPMENT TRUST 2017-C
(Exact Name of Issuing Entity as Specified in its Charter)
Issuing Entity CIK: 0001721257
CNH CAPITAL RECEIVABLES LLC
(Exact Name of Depositor as Specified in its Charter)
Depositor CIK: 0001115252
CNH INDUSTRIAL CAPITAL AMERICA LLC
(Exact Name of Sponsor as Specified in its Charter)
Sponsor CIK: 0001540092
Delaware
(State or Other Jurisdiction of Incorporation)
|
333-206749 |
|
39-1995297 (CNH Capital Receivables LLC) |
|
|
|
|
|
6900 Veterans Boulevard, Burr Ridge, Illinois |
|
60527 |
(630) 887-5451
(Registrant’s Telephone Number, Including Area Code)
No Change
(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):
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))
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 o
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. o
Item 8.01. Other Events
The Registrant is filing the exhibits listed in Item 9.01(d) below in connection with the public issuance of Class A-1 Asset Backed Notes, Class A-2 Asset Backed Notes, Class A-3 Asset Backed Notes, Class A-4 Asset Backed Notes and Class B Asset Backed Notes (collectively, the “Offered Notes”) by CNH Equipment Trust 2017-C, described in the Prospectus dated November 14, 2017.
Item 9.01. Financial Statements and Exhibits
(a) Not applicable
(b) Not applicable
(c) Not applicable
(d) Exhibits
|
Exhibit |
|
Document Description |
|
5.1 |
|
Opinion of Greenberg Traurig, LLP with respect to legality (including consent of such firm) |
|
|
|
|
|
8.1 |
|
Opinion of Greenberg Traurig, LLP with respect to tax matters (including consent of such firm) |
|
|
|
|
|
23.1 |
|
Consent of Greenberg Traurig, LLP (included in Exhibit 5.1) |
|
|
|
|
|
23.2 |
|
Consent of Greenberg Traurig, LLP (included in Exhibit 8.1) |
INDEX TO EXHIBITS
|
Exhibit |
|
Document Description |
|
5.1 |
|
Opinion of Greenberg Traurig, LLP with respect to legality (including consent of such firm) |
|
|
|
|
|
8.1 |
|
Opinion of Greenberg Traurig, LLP with respect to tax matters (including consent of such firm) |
|
|
|
|
|
23.1 |
|
|
|
|
|
|
|
23.2 |
|
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.
|
|
CNH CAPITAL RECEIVABLES LLC, as depositor | |
|
|
|
|
|
|
By: |
/s/ Thomas N. Beckmann |
|
|
Name: |
Thomas N. Beckmann |
|
|
Title: |
Assistant Treasurer |
Dated: November 16, 2017
|
November 16, 2017 |
|
Greenberg Traurig LLP |
|
|
|
200 Park Avenue |
|
|
|
New York, NY 10166 |
|
|
|
|
|
|
|
Main Tel (212) 801-9000 |
|
CNH Capital Receivables LLC |
|
Main Fax (212) 801-6400 |
|
6900 Veterans Boulevard |
|
www.gtlaw.com |
|
Burr Ridge, Illinois 60527 |
|
|
|
|
|
|
|
CNH Equipment Trust 2017-C |
|
|
|
6900 Veterans Boulevard |
|
|
|
Burr Ridge, Illinois 60527 |
|
|
Re: CNH Capital Receivables LLC
Registration Statement on Form SF-3 (No. 333-206749)
Ladies and Gentlemen:
We have acted as special counsel for New Holland Credit Company, LLC, a Delaware limited liability company (“NH Credit”), CNH Capital Receivables LLC, a Delaware limited liability company (the “Company”), and CNH Equipment Trust 2017-C, a Delaware statutory trust (the “Trust”), in connection with (a) the above-captioned registration statement (together with the exhibits and any amendments thereto, the “Registration Statement”) and (b) the offering of the publicly offered Class A-1 Asset Backed Notes, Class A-2 Asset Backed Notes, Class A-3 Asset Backed Notes, Class A-4 Asset Backed Notes and Class B Asset Backed Notes (collectively, the “Offered Notes”) described in the related prospectus dated November 14, 2017 (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 Offered Notes will be issued on or about November 21, 2017 by the Trust, which has been formed by the Company pursuant to a trust agreement between the Company and Wilmington Trust Company, as trustee (the “Trustee”). The Offered Notes will be issued pursuant to an indenture (the “Indenture”) between the Trust and Citibank, N.A., as indenture trustee (the “Indenture Trustee”).
In that connection, we are familiar with the proceedings taken or to be taken in connection with the authorization, issuance and sale of the Offered Notes and have examined copies of such documents, company records and other instruments as we have deemed necessary or appropriate for the purposes of this opinion, including, without limitation, the Registration Statement, the Prospectus and the current draft of the Indenture (including the form of Offered Notes included as exhibits thereto).
We are also familiar with the certificate of formation and limited liability company agreement of each of the Company and NH Credit and the certificate of trust and governing instrument of the Trust and have examined all statutes, limited liability company and statutory trust records and other instruments that we have deemed necessary to examine for the purposes of this opinion.
In rendering the opinions set forth below, we have assumed the genuineness of all signatures, the authenticity of all documents, agreements and instruments submitted to us as originals, the conformity to original documents, agreements and instruments of all documents, agreements and instruments submitted to us as copies or specimens, the authenticity of the originals of such documents, agreements and instruments submitted to us as copies or specimens, the conformity of the text of each document filed with the Securities and Exchange Commission (the “Commission”) through the Commission’s Electronic Data Gathering, Analysis and Retrieval System to the printed document reviewed by us, the accuracy of the matters set forth in the documents, agreements and instruments we reviewed, and that such documents, agreements and instruments evidence the entire understanding between the parties and have not been amended, modified or supplemented in any manner material to the opinions expressed herein. As to any
facts material to such opinions that were not known to us, we have relied upon statements and representations of officers and other representatives of the Company, NH Credit, the Trust and of public officials. Except as expressly set forth herein, we have not undertaken any independent investigation (including, without limitation, conducting any review, search or investigation of any public files, records or dockets) to determine the existence or absence of the facts that are material to our opinions, and no inference as to our knowledge concerning such facts should be drawn from our reliance on the representations of the Company, NH Credit or the Trust in connection with the preparation and delivery of this letter.
We have also assumed (x) the legal capacity of all natural persons and (y) (except to the extent expressly opined on herein) that all documents, agreements and instruments have been duly authorized, executed and delivered by all parties thereto, that all such parties are validly existing and in good standing under the laws of their respective jurisdictions of organization, that all such parties had the power and legal right to execute and deliver all such documents, agreements and instruments, and that such documents, agreements and instruments are legal, valid and binding obligations of such parties, enforceable against such parties in accordance with their respective terms. As used herein, “to our knowledge”, “known to us” or words of similar import mean the actual knowledge, without independent investigation, of any lawyer in our firm actively involved in the transactions contemplated by the Prospectus.
In our examination, we have assumed that the transaction documents will be executed in the form submitted to us. We have also assumed, without independent verification, that the facts and representations and warranties in the documents upon which we relied are true and correct, and that the transaction contemplated by such documents have been or will be consummated strictly in accordance with their terms.
Our opinions expressed herein are limited to the federal laws of the United States, the laws of the State of New York, the Delaware Limited Liability Company Act and the Delaware Statutory Trust Act. In rendering this opinion letter, we have not passed upon and do not pass upon the application of the “doing business” or securities laws of any jurisdiction. This opinion letter is further subject to the qualification that enforceability may be limited by: (1) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or other laws relating to or affecting creditors’ rights generally; (2) general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); (3) forum non conveniens or venue clauses; (4) waivers of rights or protective legal requirements; (5) setoff clauses; (6) limitations of liability; and (7) severability clauses. Furthermore, enforcement of rights with respect to indemnification and contribution obligations and provisions (a) purporting to waive or limit rights to trial by jury, oral amendments to written agreements or rights of setoff or (b) relating to submission to jurisdiction or service of process, may be limited by applicable law or considerations of public policy.
Based on and subject to the foregoing, we are of the opinion that the direction by the Company to the Trustee to execute the Offered Notes has been duly authorized by the Company. The direction by NH Credit to the Indenture Trustee to authenticate and deliver the Offered Notes has been duly authorized by NH Credit. Each of the Offered Notes is in due and proper form, and when executed, authenticated and delivered as specified in the Indenture, and delivered against payment of the consideration specified in the Underwriting Agreement, each of the Offered Notes will be validly and legally issued and outstanding, will have been duly authorized by the Trust and will constitute the legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, and will be entitled to the benefits of the Indenture.
We hereby consent to the filing of this opinion with the Commission as an exhibit to a Form 8-K filed in connection with the Prospectus and to the use of our name therein 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, the Prospectus or this letter.
Very truly yours,
|
/s/ Greenberg Traurig, LLP |
|
|
|
|
|
Greenberg Traurig, LLP |
|
GREENBERG TRAURIG, LLP
|
|
200 Park Avenue |
November 16, 2017
CNH Capital Receivables LLC
6900 Veterans Boulevard
Burr Ridge, Illinois 60527
CNH Equipment Trust 2017-C
6900 Veterans Boulevard
Burr Ridge, Illinois 60527
Re: CNH Capital Receivables LLC
Registration Statement on Form SF-3 (No. 333-206749)
Ladies and Gentlemen,
We have acted as tax counsel for CNH Capital Receivables LLC, a Delaware limited liability company (the “Company”), and for CNH Equipment Trust 2017-C, a Delaware statutory trust (the “Trust”), in connection with (a) the above-captioned registration statement (together with the exhibits and any amendments thereto, the “Registration Statement”), and (b) the offering of the publicly offered Class A-1 Asset Backed Notes, Class A-2 Asset Backed Notes, Class A-3 Asset Backed Notes, Class A-4 Asset Backed Notes and Class B Asset Backed Notes (collectively, the “Offered Notes”) described in the related prospectus dated November 14, 2017 (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 Offered Notes will be issued on or about November 21, 2017, by CNH Equipment Trust 2017-C, a trust formed by the Company pursuant to a trust agreement between the Company and Wilmington Trust Company, as trustee (the “Trust Agreement”). The Offered Notes will be issued pursuant to an indenture (the “Indenture”) between the Trust and Citibank, N.A., as indenture trustee.
In that connection, we are generally familiar with the proceedings required to be taken by the Company in connection with the proposed authorization and issuance of the Offered Notes and have examined copies of such documents, 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 forms of the Indenture and other documents prepared in connection with the issuance of the Offered Notes (collectively, the “Operative Documents”).
The opinions set forth herein are based upon the applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations promulgated and proposed thereunder, current positions of the Internal Revenue Service (the “IRS”) contained in published Revenue Rulings and Revenue Procedures, current administrative positions of the IRS and existing judicial decisions. We will not seek tax rulings 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 the IRS may not take positions contrary to those stated in our opinions.
Based on the foregoing, and assuming that the Operative Documents with respect to the Offered 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 are of the opinion that the statements set forth in the Prospectus relating to the Offered Notes under the captions “Summary of Terms—Tax Status” and “Material U.S. Federal Income Tax Consequences” (to the extent such statements constitute matters of federal law or legal conclusions with respect thereto) are based upon reasonable interpretations of existing United States federal tax law. To the extent that such discussions expressly state our opinion, or state that our opinion has been or will be provided as to the Offered Notes, we hereby confirm and adopt such opinion herein. There can be no assurance, however, that the conclusions of United States federal tax law presented therein will not be successfully challenged by the IRS or significantly altered by new legislation, changes in IRS position or judicial decisions, any of which challenges or alterations may be applied retroactively with respect to completed transactions.
We hereby consent to the filing of this opinion with the Securities and Exchange Commission (the “Commission”) as an exhibit to a Form 8-K filed in connection with the Prospectus and to the use of our name therein 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, the Prospectus or this letter.
|
|
Very truly yours, |
|
|
|
|
|
/s/ Greenberg Traurig, LLP |
|
|
|
|
|
GREENBERG TRAURIG, LLP |