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
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 23, 2007
Nissan Wholesale Receivables Corporation II
(Depositor)
Nissan Master Owner Trust Receivables
(Issuing Entity)
(Exact name of Registrant as Specified in its Charter)
333-105666 | 65-1184628 | |||
Delaware | 333-105666-01 | 51-6538952 | ||
(State or Other Jurisdiction | (Commission | (IRS Employer | ||
of Incorporation) | File Number) | Identification No.) | ||
BELLSOUTH TOWER | ||||
333 COMMERCE STREET | ||||
NASHVILLE, TENNESSEE | 37201-1800 | |||
(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):
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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On May 23, 2007, Nissan Wholesale Receivables Corporation II (“NWRC II”), Nissan Motor Acceptance Corporation (“NMAC”), and the Issuing Entity (as hereinafter defined) entered into an Underwriting Agreement with Morgan Stanley & Co. Incorporated, on behalf of itself and as representative of the several underwriters (collectively, the “Underwriters”), for the issuance and sale of Series 2007-A Notes (the “Notes”) by Nissan Master Owner Trust Receivables (the “Issuing Entity”), a Delaware statutory trust created pursuant to that certain Trust Agreement, dated as of May 13, 2003, as amended and restated by the Amended and Restated Trust Agreement, dated as of July 24, 2003, and as further amended and restated as of October 15, 2003, by and between NWRC II, as transferor, and Wilmington Trust Company, as owner trustee. The Notes have an aggregate scheduled principal balance of $1,000,000,000. The Notes have been registered pursuant to the Securities Act of 1933, as amended, under a Registration Statement on Form S-3 (Commission File No. 333-139682). It is anticipated that the Notes will be issued on or about May 30, 2007.
Attached as Exhibit 1.1 is the Underwriting Agreement.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits
The exhibits number corresponds with Item 601(a) of Regulation S-K.
Exhibit No. | Description | |
Exhibit 1.1 | Underwriting Agreement, dated May 23, 2007, among NWRC II, NMAC, the Issuing Entity and Morgan Stanley & Co. Incorporated, on behalf of itself and as a representative of the several Underwriters. |
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.
NISSAN MASTER OWNER TRUST RECEIVABLES | ||||||||
By: | Nissan Wholesale Receivables Corporation II, as depositor of Nissan Master Owner Trust Receivables | |||||||
By: | /s/ Rakesh Kochhar | |||||||
Name: Rakesh Kochhar | ||||||||
Title: Treasurer | ||||||||
NISSAN WHOLESALE RECEIVABLES CORPORATION II | ||||||||
By: | /s/ Rakesh Kochhar | |||||||
Name: Rakesh Kochhar | ||||||||
Title: Treasurer |
Date: May 25, 2007
EXHIBIT INDEX
Item 601(a) of Regulation S-K
Exhibit No. | Description | |
Exhibit 1.1 | Underwriting Agreement, dated May 23, 2007, among NARC II, NMAC, the Issuing Entity and Morgan Stanley & Co. Incorporated, on behalf of itself and as a representative of the several Underwriters. |