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 15, 2022
Honda Auto Receivables 2022-1 Owner Trust
(Issuing Entity)
Central Index Key Number: 0001902266
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 |
333-261436-01 |
87-6902292 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (Issuing Entity’s IRS Employer Identification No.) | ||
| American Honda Receivables LLC 1919 Torrance Boulevard Torrance, California |
90501 | |||
| (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))
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
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| N/A | N/A | N/A |
ITEM 8.01. Other Events.
The registrant has filed a prospectus, dated February 15, 2022, setting forth a description of the receivables pool and the structure of $389,000,000 aggregate principal amount of the Class A-1 Asset Backed Notes (the “Class A-1 Notes”), $531,800,000 aggregate principal amount of the Class A-2 Asset Backed Notes (the “Class A-2 Notes”), $531,800,000 aggregate principal amount of the Class A-3 Asset Backed Notes (the “Class A-3 Notes”), and $126,348,000 aggregate principal amount of the Class A-4 Asset Backed Notes (the “Class A-4 Notes”) issued by Honda Auto Receivables 2022-1 Owner Trust. American Honda Finance Corporation will initially retain at least 5% (by initial principal amount) of each of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes.
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 February 17, 2022, as to legality | |
| 8.1 | Opinion of Mayer Brown LLP, dated as of February 17, 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 behalf of the undersigned thereunto duly authorized.
| AMERICAN HONDA RECEIVABLES LLC | ||
| By: | /s/ Paul C. Honda | |
| Name: | Paul C. Honda | |
| Title: | Treasurer | |
Dated: February 17, 2022
Exhibit 5.1
| Mayer Brown LLP | |
| 71 South Wacker Drive | |
| February 17, 2022 | Chicago, Illinois 60606-4637 |
| Main Tel +1 312 782 0600 | |
| Main Fax +1 312 701 7711 | |
| www.mayerbrown.com |
| American Honda Receivables LLC 1919 Torrance Boulevard, Torrance, California 90501 |
| Re: | American Honda Receivables LLC Registration Statement on Form SF-3 Registration No. 333-261436 |
Ladies and Gentlemen:
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 0.57000% Asset Backed Notes, the Class A-2 1.44% Asset Backed Notes, the Class A-3 1.88% Asset Backed Notes and the Class A-4 2.04% Asset Backed Notes (other than such Notes retained by American Honda Finance Corporation, “AHFC”) (collectively, the “Offered Notes”) described in the final prospectus dated February 15, 2022 (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 2022-1 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 Offered Notes and other Notes retained by AHFC (such Notes collectively with the Offered Notes, the “Notes”) will be issued pursuant to an Indenture (the “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 the Offered 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 Offered 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 Offered Notes, when (a) the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, (b) the Offered 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 Offered Notes shall have been received by the Trust, all in accordance with the terms and conditions of the related transaction documents and a definitive purchase, underwriting or similar agreement with respect to the Offered Notes and in the manner described in the Prospectus, the Offered 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 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 |
| 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 | |
| Chicago, Illinois 60606-4637 | |
| Main Tel +1 312 782 0600 | |
| Main Fax +1 312 701 7711 | |
| www.mayerbrown.com |
February 17, 2022
|
American Honda Receivables LLC | |
| Re: | American Honda Receivables LLC Registration Statement on Form SF-3 Registration No. 333-261436 |
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 (other than such Notes retained by American Honda Finance Corporation, “AHFC”) (collectively, the “Offered Notes”) described in the final prospectus dated February 15, 2022 (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 and other Notes retained by AHFC (such Notes collectively with the Offered Notes, the “Notes”) will be issued by Honda Auto Receivables 2022-1 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 Citibank, N.A., 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 Offered 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 Offered Notes (collectively, the “Operative Documents”). In addition, we have assumed 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.
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 |
| American Honda Receivables LLC |
| Page 2 |
We hereby confirm and adopt the opinions set forth in the Prospectus (to the extent they relate to U.S. federal income tax consequences) under the captions “Summary of Terms—Description of the Securities—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 |
| American Honda Receivables LLC |
| Page 3 |
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 |