8-K 1 d193536d8k.htm 8-K 8-K

 

 

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): October 20, 2021

 

 

NISSAN AUTO LEASE TRUST 2021-A

(Exact name of Issuing Entity as specified in its charter with respect to the Notes)

Central Index Key Number: 0001886591

 

 

NISSAN AUTO LEASING LLC II

(Exact name of Depositor as specified in its charter and Transferor of the Series Certificate to the Issuing Entity)

Central Index Key Number: 0001244832

 

 

NISSAN-INFINITI LT LLC

(Exact name of Issuer as specified in its charter with respect to the Series Certificate)

Central Index Key Number: 0001244827

 

 

NISSAN MOTOR ACCEPTANCE COMPANY LLC

(Exact name of Sponsor as specified in its charter)

Central Index Key Number: 0001540639

 

 

 

DELAWARE   333-258304-02   87-6662208

(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)

(615) 725-1127

(Registrant’s telephone number, including area code)

 

 

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 Securities Exchange Act of 1934:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

N/A   N/A   N/A

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 Depositor has filed a prospectus, dated October 20, 2021, setting forth a description of the pool of closed-end Nissan and Infiniti leases, the related Nissan and Infiniti leased vehicles and related assets and the structure of $123,000,000 aggregate principal amount of the Class A-1 Asset Backed Notes (the “Class A-1 Notes”), $396,000,000 aggregate principal amount of the Class A-2 Asset Backed Notes (the “Class A-2 Notes”), $396,000,000 aggregate principal amount of the Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and $85,000,000 aggregate principal amount of the Class A-4 Asset Backed Notes by Nissan Auto Lease Trust 2021-A (the “Class A-4 Notes” and, together with the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes, the “Notes”).

This Current Report on Form 8-K is being filed in connection with the issuance of the Notes to satisfy an undertaking to file unqualified legality and tax opinions at the time of each takedown from the Registration Statement. Copies of the legality and tax opinions delivered by Mayer Brown LLP, counsel to the Nissan Auto Leasing LLC II, in connection with the issuance of the Notes are attached hereto as Exhibits 5.1 and 8.1, respectively and copies of the legality opinion delivered by Richards, Layton and Finger, P.A., counsel to Nissan-Infiniti LT LLC, in connection with the issuance of the Notes is attached hereto as Exhibit 5.2.

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 October 22, 2021, as to legality matters
Exhibit 5.2    Opinion of Richards, Layton and Finger, P.A., dated as of October 22, 2021, as to legality matters
Exhibit 8.1    Opinion of Mayer Brown LLP, dated as of October 22, 2021, 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.

 

Date: October 22, 2021     NISSAN AUTO LEASING LLC II
    By:  

/s/ Douglas E. Gwin, Jr.

    Name:   Douglas E. Gwin, Jr.
    Title:   Assistant Treasurer