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Nissan Auto Leasing LLC Ii

Filed: 28 Jun 17, 8:00pm

 

 

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 AND EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 28, 2017

 

 

NISSAN AUTO LEASE TRUST 2017-A

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

Central Index Key Number: 0001707593

NISSAN AUTO LEASING LLC II

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

Central Index Key Number: 0001244832

NISSAN-INFINITI LT

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

Central Index Key Number: 0001244827

NISSAN MOTOR ACCEPTANCE CORPORATION

(Exact name of Sponsor as specified in its charter)

Central Index Key Number: 0001540639

 

 

 

DELAWARE 333-209768-04 82-6355220
(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:

 

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.  ☐

 

 

 


ITEM 1.01.    Entry into a Material Definitive Agreement

On June 28, 2017 (the “Closing Date”), NILT Inc. (defined below) created a special unit of beneficial interest (the “2017-A SUBI”) in specified assets of Nissan-Infiniti LT, a Delaware statutory trust (“Nissan-Infiniti LT”), including certain closed-end retail vehicle lease contracts (the “Leases”), the related Nissan and Infiniti vehicles leased under the Leases (the “Leased Vehicles”) and related property (collectively, the “2017-A SUBI Assets”) pursuant to the Amended and Restated Trust and Servicing Agreement for Nissan-Infiniti LT, dated as of August 26, 1998, by and among NILT Trust, a Delaware statutory trust (“NILT Trust”), as grantor and initial beneficiary, Nissan Motor Acceptance Corporation (“NMAC”), as servicer, NILT, Inc., as trustee to Nissan-Infiniti LT (“NILT, Inc.”), Wilmington Trust Company (“WTC”), as Delaware trustee, and U.S. Bank National Association (“U.S. Bank”), as trust agent, as supplemented by a 2017-A SUBI Supplement dated as of the Closing Date (the “2017-A SUBI Supplement”). Also on the Closing Date, NMAC, as servicer, Nissan-Infiniti LT and NILT Trust entered into a 2017-A SUBI Servicing Supplement, dated as of the Closing Date (the “2017-A SUBI Servicing Supplement”) and supplementing the Servicing Agreement, dated as of March 1, 1999, to provide for the servicing obligations of the 2017-A SUBI Assets. In connection with the creation of the 2017-A SUBI, Nissan-Infiniti LT issued to NILT Trust a certificate evidencing a 100 percent beneficial interest in the 2017-A SUBI (the “2017-A SUBI Certificate”). On the Closing Date, NILT Trust sold the 2017-A SUBI Certificate to NALL II pursuant to a SUBI Certificate Transfer Agreement by and between NILT Trust, as transferor, and NALL II, as transferee. NALL II further sold the 2017-A SUBI Certificate to Nissan Auto Lease Trust 2017-A, a Delaware statutory trust (the “Issuing Entity”), pursuant to a Trust SUBI Certificate Transfer Agreement by and between NALL II, as transferor, and the Issuing Entity, as transferee. The Issuing Entity was created pursuant to a Trust Agreement, dated as of June 6, 2017, as amended and restated by the Amended and Restated Trust Agreement, dated as of the Closing Date (the “Amended and Restated Trust Agreement”), by and between NALL II, as transferor, and Wilmington Trust, National Association (“WTNA”), as owner trustee (the “Owner Trustee”). On the Closing Date, the Issuing Entity caused the issuance, pursuant to an Indenture, dated as of the Closing Date (the “Indenture”), by and between the Issuing Entity, as issuer, and U.S. Bank, as indenture trustee (the “Indenture Trustee”), of $152,000,000 aggregate principal amount of the Class A-1 Asset Backed Notes (the “Retained Notes”), $300,000,000 aggregate principal amount of the Class A-2a Asset Backed Notes, $250,000,000 aggregate principal amount of the Class A-2b Asset Backed Notes, $400,000,000 aggregate principal amount of the Class A-3 Asset Backed Notes and $97,300,000 aggregate principal amount of the Class A-4 Asset Backed Notes (collectively, the “Publicly Registered Notes”, and together with the Retained Notes, the “Notes”). The Issuing Entity, NMAC, as administrative agent, NALL II, as transferor, and U.S. Bank, as Indenture Trustee, entered into that certain Trust Administration Agreement, dated as of the Closing Date (the “Trust Administration Agreement”), relating to the provision by NMAC of certain services relating to the Notes. On the Closing Date, the Issuing Entity, as issuer, NMAC, as sponsor and servicer, and Clayton Fixed Income Services LLC, as asset representations reviewer, entered into that certain Asset Representations Review Agreement, to be dated as of the Closing Date (the “Asset Representations Review Agreement”), relating to the review of certain representations relating to the Leases and the Leased Vehicles. The Publicly Registered Notes, with an aggregate principal balance of $1,047,300,000, were sold to Citigroup Global Markets Inc., as the representative of several underwriters (the “Underwriters”), pursuant to the Underwriting Agreement. The Publicly Registered Notes have been registered pursuant to the Securities Act of 1933, as amended, under a Registration Statement on Form SF-3, as amended (Commission File No. 333-209768). With respect to the foregoing transactions, the Issuing Entity, as issuer, NILT Trust, as grantor and initial beneficiary (in such capacity, the “UTI Beneficiary”), Nissan-Infiniti LT, NMAC, in its individual capacity, as servicer and as administrative agent, NALL II, NILT Inc., as Trustee, WTNA, as Owner Trustee, WTC, as Delaware trustee, and U.S. Bank, as trust agent and Indenture Trustee, entered into that certain Agreement of Definitions, dated as of the Closing Date (the “Agreement of Definitions”).

Attached as Exhibit 4.1 is the Indenture, as Exhibit 10.1 is the Agreement of Definitions, as Exhibit 10.2 is the 2017-A SUBI Supplement, as Exhibit 10.3 is the 2017-A Servicing Supplement, as Exhibit 10.4 is the Amended and Restated Trust Agreement for the Issuing Entity, as Exhibit 10.5 is the Trust Administration Agreement, as Exhibit 10.6 is the SUBI Certificate Transfer Agreement, as Exhibit 10.7 is the Trust SUBI Certificate Transfer Agreement and as Exhibit 10.8 is the Asset Representations Review Agreement.

ITEM 9.01.    Financial Statements and Exhibits

(a) Not applicable.

(b) Not applicable.


(c) Not applicable.

(d) Exhibits.

 

Exhibit No.

  

Document Description

4.1  Indenture, dated as of June 28, 2017, by and between the Issuing Entity, as issuer, and U.S. Bank, as Indenture Trustee.
10.1  Agreement of Definitions, dated as of June 28, 2017, by and among the Issuing Entity, as issuer, NILT Trust, as grantor and UTI Beneficiary, Nissan-Infiniti LT, NMAC, in its individual capacity, as servicer and as administrative agent, NALL II, NILT Inc., as Trustee, Wilmington Trust, National Association, as Owner Trustee, Wilmington Trust Company, as Delaware trustee, U.S. Bank, as trust agent, as Indenture Trustee and as Secured Party.
10.2  2017-A SUBI Supplement, dated as of June 28, 2017, by and among NILT Trust, as grantor and UTI Beneficiary, NMAC, as servicer, NILT, Inc., as Trustee, Wilmington Trust Company, as Delaware trustee, and U.S. Bank, as trust agent.
10.3  2017-A SUBI Servicing Supplement, dated as of June 28, 2017, by and among Nissan-Infiniti LT, as titling trust, NILT Trust, as UTI Beneficiary, and NMAC, as servicer.
10.4  Amended and Restated Trust Agreement for the Issuing Entity, dated as of June 28, 2017, by and between NALL II, as transferor, and Wilmington Trust, National Association, as Owner Trustee.
10.5  Trust Administration Agreement, dated as of June 28, 2017, by and among the Issuing Entity, NMAC, as administrative agent, NALL II, as transferor, and U.S. Bank, as Indenture Trustee.
10.6  SUBI Certificate Transfer Agreement, dated as of June 28, 2017, by and between NILT Trust, as transferor, and NALL II, as transferee.
10.7  Trust SUBI Certificate Transfer Agreement, dated as of June 28, 2017, by and between NALL II, as transferor, and the Issuing Entity, as transferee.
10.8  Asset Representations Review Agreement, dated as of June 28, 2017, by and among the Issuing Entity, as issuer, NMAC, as sponsor and servicer, and Clayton Fixed Income Services LLC, as asset representations reviewer.


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: June 29, 2017  NISSAN AUTO LEASING LLC II
  By: /s/ Riley A. McAndrews
  Name: Riley A. McAndrews
  Title: Assistant Treasurer


EXHIBIT INDEX

 

Exhibit No.

  

Description

Exhibit 4.1  Indenture, dated as of June 28, 2017, by and between the Issuing Entity, as issuer, and U.S. Bank, as Indenture Trustee.
Exhibit 10.1  Agreement of Definitions, dated as of June 28, 2017, by and among the Issuing Entity, as issuer, NILT Trust, as grantor and UTI Beneficiary, Nissan-Infiniti LT, NMAC, in its individual capacity, as servicer and as administrative agent, NALL II, NILT Inc., as Trustee, Wilmington Trust, National Association, as Owner Trustee, Wilmington Trust Company, as Delaware trustee, U.S. Bank, as trust agent, as the Indenture Trustee and as Secured Party.
Exhibit 10.2  2017-A SUBI Supplement, dated as of June 28, 2017, by and among NILT Trust, as grantor and UTI Beneficiary, NMAC, as servicer, NILT, Inc., as Trustee, Wilmington Trust Company, as Delaware trustee, and U.S. Bank, as trust agent.
Exhibit 10.3  2017-A SUBI Servicing Supplement, dated as of June 28, 2017, by and among Nissan-Infiniti LT, as titling trust, NILT Trust, as UTI Beneficiary, and NMAC, as servicer.
Exhibit 10.4  Amended and Restated Trust Agreement for the Issuing Entity, dated as of June 28, 2017, by and between NALL II, as transferor, and Wilmington Trust, National Association, as Owner Trustee.
Exhibit 10.5  Trust Administration Agreement, dated as of June 28, 2017, by and among the Issuing Entity, NMAC, as administrative agent, NALL II, as transferor, and U.S. Bank, as Indenture Trustee.
Exhibit 10.6  SUBI Certificate Transfer Agreement, dated as of June 28, 2017, by and between NILT Trust, as transferor, and NALL II, as transferee.
Exhibit 10.7  Trust SUBI Certificate Transfer Agreement, dated as of June 28, 2017, by and between NALL II, as transferor, and the Issuing Entity, as transferee.
Exhibit 10.8  Asset Representations Review Agreement, dated as of June 28, 2017, by and among the Issuing Entity, as issuer, NMAC, as sponsor and servicer, and Clayton Fixed Income Services LLC, as asset representations reviewer.