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American Honda Receivables LLC, et al. – ‘8-K’ for 9/29/20

On:  Wednesday, 9/30/20, at 1:17pm ET   ·   For:  9/29/20   ·   Accession #:  1104659-20-110315   ·   File #s:  33-51204, 333-228592-07

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 9/30/20  American Honda Receivables LLC    8-K:1,9     9/29/20    7:1.9M                                   Toppan Merrill/FA
          Honda Auto Receivables 2020-3 Owner Trust

Asset-Backed Securities (ABS)

Asset Class:  Auto loans   ·   Sponsor:  American Honda Finance Corp.   ·   Depositor:  American Honda Receivables LLC


Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     20K 
 2: EX-4.1      Indenture                                           HTML    355K 
 3: EX-10.1     Receivables Purchase Agreement                      HTML     86K 
 4: EX-10.2     Sale and Servicing Agreement                        HTML    366K 
 5: EX-10.3     Administration Agreement                            HTML     88K 
 6: EX-10.4     Amended and Restated Trust Agreement                HTML    215K 
 7: EX-10.5     Asset Representations Review Agreement              HTML    112K 


‘8-K’   —   Current Report


This is an HTML Document rendered as filed.  [ Alternative Formats ]



 

 

 

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): September 29, 2020

 

Honda Auto Receivables 2020-3 Owner Trust

(Issuing Entity)

Central Index Key Number: 0001820728

 

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   333-228592-07   85-6351381
(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 1.01. Entry into a Material Definitive Agreement.

 

In connection with the sale of certain of the Class A-1, Class A-2, Class A-3 and Class A-4 Asset Backed Notes (together, the “Underwritten Notes”) of Honda Auto Receivables 2020-3 Owner Trust (the “Issuer”), which are described in the Final Prospectus dated September 22, 2020 and which were issued on September 29, 2020 (the “Closing Date”), the Registrant is filing the agreements listed below, each dated as of the Closing Date. American Honda Finance Corporation (“AHFC”) 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 (collectively with the Underwritten Notes, the “Notes”).

 

1.          A Receivables Purchase Agreement (the “Receivables Purchase Agreement”), by and between AHFC and American Honda Receivables LLC (“AHR LLC”), pursuant to which AHFC transferred to AHR LLC certain retail installment sale contracts relating to new or used Honda or Acura automobiles and related property (the “Receivables”).

 

2.          An Amended and Restated Trust Agreement (the “Amended and Restated Trust Agreement”), among AHR LLC, The Bank of New York Mellon, as owner trustee, and BNY Mellon Trust of Delaware, as Delaware trustee, which amended and restated the Trust Agreement, dated as of June 30, 2020, pursuant to which the Issuer was formed.

 

3.          A Sale and Servicing Agreement (the “Sale and Servicing Agreement”), among AHR LLC, as seller, AHFC, as servicer, RPA seller and sponsor, and acknowledged and accepted by U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”), pursuant to which the Receivables and related property were transferred to the Issuer.

 

4.          An Asset Representations Review Agreement (the “Asset Representations Review Agreement”), among the Trust, AHFC, as sponsor and servicer, and Clayton Fixed Income Services LLC, as asset representations reviewer, relating to the review of certain representations with respect to the Receivables.

 

5.          An Indenture (the “Indenture”), by and between the Issuer and the Indenture Trustee and acknowledged and accepted by AHFC, as servicer, pursuant to which the Issuer will cause the issuance of the Notes.

 

6.          An Administration Agreement (the “Administration Agreement”), among the Issuer, AHFC, as sponsor and administrator, AHR LLC, as depositor, and the Indenture Trustee, relating to the provision by AHFC of certain services relating to the Notes.

 

Attached as Exhibit 4.1 is the Indenture, as Exhibit 10.1 is the Receivables Purchase Agreement, as Exhibit 10.2 is the Sale and Servicing Agreement, as Exhibit 10.3 is the Administration Agreement, as Exhibit 10.4 is the Amended and Restated Trust Agreement and as Exhibit 10.5 is the Asset Representations Review Agreement.

 

ITEM 9.01. Financial Statements and Exhibits

 

(a) Not applicable.

 

(b) Not applicable.

 

(c) Not applicable.

 

(d) Exhibits:

 

 C: 

 

 

Exhibit No.   Description
     
4.1   Indenture, dated the Closing Date, between the Indenture Trustee and the Issuer and acknowledged and accepted by AHFC
10.1   Receivables Purchase Agreement, dated the Closing Date, between AHFC and AHR LLC
10.2   Sale and Servicing Agreement, dated the Closing Date, among the Issuer, AHFC and AHR LLC and acknowledged and accepted by the Indenture Trustee
10.3   Administration Agreement, dated the Closing Date, among the Issuer, AHFC, AHR LLC and the Indenture Trustee
10.4   Amended and Restated Trust Agreement, dated the Closing Date, among AHR LLC, The Bank of New York Mellon and BNY Mellon Trust of Delaware
10.5   Asset Representations Review Agreement, dated the Closing Date, among the Issuer, AHFC and Clayton Fixed Income Services LLC

 

 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: September 30, 2020

 

 C: 

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
Filed on:9/30/2010-D,  ABS-EE
For Period end:9/29/20
9/22/208-K,  FWP
6/30/20ABS-EE
 List all Filings 


3 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 6/23/23  Honda Auto Recs 2020-3 Owner Tr   10-K        3/31/23    7:483K                                   Donnelley … Solutions/FA
 6/24/22  Honda Auto Recs 2020-3 Owner Tr   10-K        3/31/22    7:444K                                   Donnelley … Solutions/FA
 6/25/21  Honda Auto Recs 2020-3 Owner Tr   10-K        3/31/21    7:362K                                   ActiveDisclosure/FA
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