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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/21/23 American Honda Receivables LLC 8-K:8,9 2/16/23 3:61K Toppan Merrill/FA Honda Auto Receivables 2023-1 Owner Trust |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 31K 2: EX-5.1 Opinion of Counsel re: Legality HTML 13K 3: EX-8.1 Opinion of Counsel re: Tax Matters HTML 16K
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 16, 2023
Honda Auto Receivables 2023-1 Owner Trust
(Issuing Entity)
Central Index Key Number: 0001962487
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 | 333-261436-03 | 92-6342883 | ||
| (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 |
C:
ITEM 8.01. Other Events.
The registrant has filed a prospectus, dated February 16, 2023, setting forth a description of the receivables pool and the structure of $361,600,000 aggregate principal amount of the Class A-1 Asset Backed Notes (the “Class A-1 Notes”), $576,200,000 aggregate principal amount of the Class A-2 Asset Backed Notes (the “Class A-2 Notes”), $504,200,000 aggregate principal amount of the Class A-3 Asset Backed Notes (the “Class A-3 Notes”), and $136,950,000 aggregate principal amount of the Class A-4 Asset Backed Notes (the “Class A-4 Notes”) issued by Honda Auto Receivables 2023-1 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 21, 2023, as to legality | |
| 8.1 | Opinion of Mayer Brown LLP, dated as of February 21, 2023, as to certain tax matters |
C:
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 21, 2023
C:
| Co-Registrant CIK | 0001962487 |
| Co-Registrant Amendment Flag | false |
| Co-Registrant Form Type | 8-K |
| Co-Registrant Document Period End Date | 2023-02-16 |
| Co-Registrant Incorporation, State or Country Code | Delaware |
| Co-Registrant File Number | 333-261436-03 |
| Co-Registrant Tax Identification Number | 92-6342883 |
| Co-Registrant Address Line 1 | American Honda Receivables LLC |
| Co-Registrant Address Line 2 | 1919 Torrance Boulevard |
| Co-Registrant City | Torrance |
| Co-Registrant State |
California |
| Co-Registrant ZipCode | 90501 |
| Co-Registrant City Area Code | 310 |
| Co-Registrant Local Phone Number | 781-4100 |
| Co-Registrant Written Communications | false |
| Co-Registrant Solicitating Materials | false |
| Co-Registrant PreCommencement Tender Offer | false |
| Co-Registrant PreCommencement Issuer Tender Offer | false |
| Co-Registrant Emerging growth company | false |
| Co-Registrant CIK | 0000864270 |
| Co-Registrant Amendment Flag | false |
| Co-Registrant Form Type | 8-K |
| Co-Registrant Document Period End Date | 2023-02-16 |
| Co-Registrant Incorporation, State or Country Code | Delaware |
| Co-Registrant File Number | 333-261436-03 |
| Co-Registrant Tax Identification Number | 92-6342883 |
| Co-Registrant Address Line 1 | American Honda Receivables LLC |
| Co-Registrant Address Line 2 | 1919 Torrance Boulevard |
| Co-Registrant City | Torrance |
| Co-Registrant State |
California |
| Co-Registrant ZipCode | 90501 |
| Co-Registrant City Area Code | 310 |
| Co-Registrant Local Phone Number | 781-4100 |
| Co-Registrant Written Communications | false |
| Co-Registrant Solicitating Materials | false |
| Co-Registrant PreCommencement Tender Offer | false |
| Co-Registrant PreCommencement Issuer Tender Offer | false |
| Co-Registrant Emerging growth company | false |
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/21/23 | 424B5, 8-K, ABS-EE | ||
| For Period end: | 2/16/23 | 8-K, FWP | ||
| List all Filings | ||||