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): May 19, 2022

Carvana Receivables Depositor LLC

(Exact Name of Depositor as Specified in its Charter)

Commission File Number: 333-263473

Central Index Key Number: 0001770373

Carvana Auto Receivables Trust 2022-P2

(Exact Name of Issuing Entity as Specified in its Charter)

Commission File Number: 333-263473-02

Central Index Key Number: 0001903763

Carvana, LLC

(Exact Name of Sponsor as Specified in its Charter)

Central Index Key Number: 0001576462

Delaware

(State or Other Jurisdiction of Incorporation of Registrant)

83-3243432

(Registrant’s I.R.S. Employer Identification No.)

 

Carvana Receivables Depositor LLC 1930 W. Rio Salado Parkway Tempe, Arizona		85281
(Address of Registrant’s Principal Executive Offices)		(Zip Code)

(480) 719-8809

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(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:

 

☐	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))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

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 8.01. Other Events.

Carvana Receivables Depositor LLC (the “Registrant”) is filing the exhibits listed in Item 9.01(d) below in connection with the public issuance of the Class A-1, Class A-2, Class A-3, Class A-4, Class B, Class C and Class D Asset Backed Notes, in each case, in the initial principal amount specified in the Prospectus dated May 19, 2022 (the “Notes”) by Carvana Auto Receivables Trust 2022-P2.

This Current Report on Form 8-K is being filed in connection with the issuance of the Notes to satisfy an undertaking to file unqualified legality and tax opinions at the time of each takedown from the Registration Statement. Copies of the legality and tax opinions delivered by Mayer Brown LLP, counsel to the Registrant, in connection with the issuance of the Notes are attached hereto as Exhibits 5.1 and 8.1, respectively. A copy of the opinion with respect to enforceability of the Grantor Trust Certificate delivered by Richards, Layton & Finger, P.A., counsel to Carvana Auto Receivables Grantor Trust 2022-P2, in connection with the issuance of the Notes is attached hereto as Exhibit 5.2.

Item 9.01. Financial Statements and Exhibits.

 

(a)	Not applicable.

 

(b)	Not applicable.

 

(c)	Not applicable.

 

(d)

Exhibits.

 

Exhibit No.		Document Description
5.1		Opinion of Mayer Brown LLP dated as of May 23, 2022 with respect to legality matters
5.2		Opinion of Richards, Layton & Finger, P.A. dated as of May 23, 2022 with respect to enforceability of the Grantor Trust Certificate
8.1		Opinion of Mayer Brown LLP dated as of May 23, 2022 with respect to tax matters

 

2

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.

 

May 23, 2022				CARVANA RECEIVABLES DEPOSITOR LLC
				By:		/s/ Mike McKeever
				Name:		Mike McKeever
				Title:		President

 

S-1

Exhibit 5.1

 

		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
May 23, 2022   Carvana Receivables Depositor LLC 1930 W. Rio Salado Parkway Tempe, Arizona 85281

 

Re:	Carvana Receivables Depositor LLC

Registration Statement on Form SF-3 (No. 333-263473)

Ladies and Gentlemen:

We have acted as special counsel to Carvana Receivables Depositor LLC, a Delaware limited liability company (the “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 Class A-1, Class A-2, Class A-3, Class A-4, Class B, Class C and Class D Auto Loan Asset Backed Notes (collectively, the “Offered Notes”), in each case, in the initial principal amount specified in the final prospectus dated May 19, 2022 (the “Prospectus”), which Prospectus 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 the other notes described in the Prospectus (collectively with the Offered Notes, the “Notes”) will be issued by Carvana Auto Receivables Trust 2022-P2 (the “Issuer”), a trust formed by the Company pursuant to a trust agreement (as amended, restated or otherwise modified, the “Trust Agreement”) between the Company and BNY Mellon Trust of Delaware, as owner trustee. The Notes will be issued pursuant to an indenture (the “Indenture”) between the Issuer, Carvana Auto Receivables Grantor Trust 2022-P2 and Computershare Trust Company, N.A., as indenture trustee (the “Indenture Trustee”).

In that connection, we generally are familiar with the proceedings required to be taken in connection with the proposed authorization, issuance and sale of any series of Notes and have examined copies of such documents, corporate records and other instruments as we have deemed necessary or appropriate for the purpose of this opinion, including the Prospectus and the underwriting agreement and current drafts of the Trust Agreement, the Indenture (including the form of Notes included as an exhibit thereto), the grantor trust agreement, the receivables purchase agreement, the receivables transfer agreement, the receivables contribution agreement, the servicing agreement, the backup servicing agreement, the collateral custodian agreement, the administration agreement and the asset representations agreement (collectively, the “Operative Documents”). Terms used herein without definitions have the meanings given to such terms in the Prospectus.

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

Carvana Receivables Depositor LLC

Page 2

 

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 Issuer and authenticated by the Indenture Trustee, and sold by (or at the direction of) the Company and (c) payment of the agreed consideration for the Offered Notes has been received by the Issuer, all in accordance with the terms and conditions of the Operative Documents and in the manner described in the Prospectus, such Offered Notes will have been duly authorized by all necessary action of the Issuer and will be legally issued and binding obligations of the Issuer 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 LLP

Carvana Receivables Depositor LLC

Page 3

 

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 Delaware Statutory Trust Act. 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, as amended, or the rules and regulations of the Commission issued thereunder, with respect to any part of the Registration Statement the Prospectus.

 

Exhibit 5.2

May 23, 2022

Carvana Receivables Depositor LLC

1930 W. Rio Salado Parkway

Tempe, Arizona 85281

 

Re:

Carvana Auto Receivables Grantor Trust 2022-P2

Ladies and Gentlemen:

We have acted as special Delaware counsel in connection with the formation of Carvana Auto Receivables Grantor Trust 2022-P2, a Delaware statutory trust (the “Trust”), and in connection with (i) the Grantor Trust Certificate to be issued by the Trust, (ii) the filing of the Registration Statement on Form SF-3 (together with the exhibits and any amendments thereto and the prospectus described therein, the “Registration Statement”), filed by Carvana Receivables Depositor LLC (the “Depositor”) on March 11, 2022, with the Securities and Exchange Commission, and (iii) the preliminary prospectus, dated May 12, 2022, relating to the Offered Notes that was filed with the Securities and Exchange Commission on May 12, 2022, and a copy of the prospectus, dated May 19, 2022 (the “Prospectus”). This opinion is being delivered pursuant to your request. Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Prospectus.

We have examined originals or copies of the following documents:

 

(a)

The Certificate of Trust of the Trust filed with the Secretary of State of the State of the Delaware (the “Secretary of State”) on August 10, 2021, as amended by the Amended Certificate of Trust filed with the Secretary of State on April 19, 2022 (the “Certificate of Trust”);

 

(b)

The initial Grantor Trust Agreement, dated as of August 10, 2021, between Carvana, LLC, as settlor, and Donald J. Puglisi, as owner trustee, in connection with the formation of the Trust (the “Initial Trust Agreement”);

 

(c)

The Resignation and Succession Agreement, dated as of April 19, 2022, among Carvana, LLC, as sponsor, Donald J. Puglisi, as resigning trustee, BNY Mellon Trust of Delaware, as successor trustee (the “Grantor Trust Trustee”) and Carvana Auto Receivables Trust 2022-P2, as the grantor (the “Grantor”) (the “RSA”);

 

Carvana Auto Receivables Grantor Trust 2022-P2

Carvana Receivables Depositor LLC

May 23, 2022

Page 2

 

(d)

The form of the Amended and Restated Grantor Trust Agreement, to be dated as of May 25, 2022, between the Grantor and the Grantor Trust Trustee in connection with the issuance of the Grantor Trust Certificate for the Trust (the “Amended and Restated Grantor Trust Agreement”), attached as Exhibit 4.3 to the Form 8-K;

 

(e)

A form of Trust Certificate of the Grantor Trust (the “Grantor Trust Certificate”) attached as an exhibit to the Amended and Restated Grantor Trust Agreement ; and

 

(f)

A Certificate of Good Standing for the Trust, dated May 19, 2022, obtained from the Secretary of State.

For purposes of this opinion, we have not reviewed any documents other than the documents listed in paragraphs (a) through (f) above. In particular, we have not reviewed any document (other than the documents listed in paragraphs (a) through (f) above) that is referred to in or incorporated by reference into the documents reviewed by us. We have assumed that there exists no provision in any document that we have not reviewed that is inconsistent with the opinions stated herein. We have conducted no independent factual investigation of our own but rather have relied solely upon the foregoing documents, the statements and information set forth therein and the additional matters recited or assumed herein, all of which we have assumed to be true, complete and accurate in all material respects.

Based upon the foregoing and upon an examination of such questions of law as we have deemed necessary or appropriate, and subject to the assumptions, exceptions and qualifications set forth herein, we advise you that, in our opinion:

1. The Trust is duly formed and is validly existing in good standing as a Delaware statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq. (the “Act”).

2. Upon execution and delivery of the Amended and Restated Grantor Trust Agreement for the Trust, the Trust will have the power and authority under the Amended and Restated Trust Agreement and the Act, to execute and deliver the Grantor Trust Certificate, and the Grantor Trust Certificate will be duly authorized by the Trust.

3. When the Grantor Trust Certificate has been duly authorized by all necessary trust action and have been duly executed, authenticated and delivered against payment therefor as described in the Amended and Restated Grantor Trust Agreement and as contemplated by the Prospectus, the Grantor Trust Certificate will represent a valid and, subject to the qualifications set forth in paragraph 4 below, fully paid and nonassessable undivided beneficial interest in the assets of the Trust.

Carvana Auto Receivables Grantor Trust 2022-P2

Carvana Receivables Depositor LLC

May 23, 2022

Page 3

 

4. The holders of the Grantor Trust Certificate, as beneficial owner of the Trust, will be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware. We note that the holder of the Grantor Trust Certificate may be obligated to make payments as set forth in the Amended and Restated Grantor Trust Agreement.

The foregoing opinions are subject to the following exceptions, qualifications and assumptions:

A. The foregoing opinions are limited to the laws of the State of Delaware currently in effect. We express no opinion with respect to (i) federal laws, including without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Trust Indenture Act of 1939, as amended, and the Investment Company Act of 1940, as amended, (ii) state tax, insurance, securities or blue sky laws or (iii) laws, rules and regulations relating to the particular nature of the Trust assets.

B. For purposes of this opinion, we have assumed (i) that, at the time the Grantor Trust Certificate is issued, the Amended and Restated Trust Agreement will constitute the entire agreement among the parties thereto with respect to the subject matter thereof, including, with respect to the operation and termination of the Trust, that the Certificate of Trust is in full force and effect and will not be amended and that the Amended and Restated Trust Grantor Agreement for such Trust will be in full force and effect and will be executed and delivered in substantially the form reviewed by us, (ii) except to the extent provided in paragraph 1 above, the due creation or due organization or due formation, as the case may be, and valid existence in good standing of each party (other than the Trust) to the documents examined by us under the laws of the jurisdiction governing its creation, organization or formation, (iii) the legal capacity of natural persons who are to be parties to the documents examined by us, (iv) except to the extent provided in paragraph 2 above, that each of the parties to the documents examined by us has the power and authority to execute and deliver, and to perform its obligations under, such documents, and (v) except to the extent provided in paragraph 3 above, the due authorization, execution and delivery by all parties thereto of all documents examined by us. We have not participated in the preparation of the Registration Statement or the Prospectus (except for providing this opinion) and assume no responsibility for their contents, other than this opinion.

C. The opinion in paragraph 3 above is subject to (i) applicable bankruptcy, insolvency, liquidation, moratorium, receivership, reorganization, fraudulent transfer and similar laws or proceedings relating to and affecting the rights and remedies of creditors generally, (ii) principles of equity, including applicable law relating to fiduciary duties (regardless of whether considered and applied in a proceeding in equity or at law), (iii) applicable public policy with respect to the enforceability of provisions relating to exculpation, indemnification or contribution, and (iv) judicial imposition of an implied covenant of good faith and fair dealing.

Carvana Auto Receivables Grantor Trust 2022-P2

Carvana Receivables Depositor LLC

May 23, 2022

Page 4

 

D. We express no opinion with respect to (i) provisions of a document reviewed by us to the extent that such provisions purport to bind a person or entity that is not a party to such document, (ii) transfer restrictions in a document reviewed by us to the extent that a transfer occurs by operation of law, or (iii) any provisions in the Amended and Restated Grantor Trust Agreement that purport to restrict any right that a party may have to apply for a judicial dissolution of the Trust.

E. With respect to all documents examined by us, we have assumed that (i) the documents, in the forms submitted to us for our review, have not been and will not be altered or amended in any respect material to our opinions expressed herein, and (ii) in connection with the documents of which we have received a form, that all blanks contained in such documents will be properly and appropriately completed, and optional provisions included in such documents will be properly and appropriately selected.

F. We have not participated in the preparation of the Registration Statement or the Prospectus (other than this opinion) or any other offering materials with respect to the formation of the Trust and issuance of the Grantor Trust Certificate and assume no responsibility for their contents, except for this opinion.

We consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit on Form 8-K in connection with the sale of the Offered Notes. We also consent to the use of our name in the Registration Statement and the Prospectus. In giving the foregoing consents, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

 

DKD/CZD

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
May 23, 2022
Carvana Receivables Depositor LLC 1930 W. Rio Salado Parkway Tempe, Arizona 85281
Re:  Carvana Receivables Depositor LLC Registration Statement on Form SF-3 (No. 333-263473)

Ladies and Gentlemen:

We have acted as special federal tax counsel to Carvana Receivables Depositor LLC, a Delaware limited liability company (the “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 Class A-1, Class A-2, Class A-3, Class A-4, Class B, Class C and Class D Auto Loan Asset Backed Notes (collectively, the “Offered Notes”), in each case, in the initial principal amount specified in the final prospectus dated May 19, 2022 (the “Prospectus”), which Prospectus has been filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended. As described in the Prospectus, the Offered Notes and the other notes described in the Prospectus (collectively with the Offered Notes, the “Notes”) will be issued by Carvana Auto Receivables Trust 2022-P2 (the “Issuer”), a trust formed by the Company pursuant to a trust agreement (as amended, restated or otherwise modified, the “Trust Agreement”) between the Company and BNY Mellon Trust of Delaware, as owner trustee. The Notes will be issued pursuant to an indenture (the “Indenture”) between the Issuer, Carvana Auto Receivables Grantor Trust 2022-P2 and Computershare Trust Company, N.A., as indenture trustee (the “Indenture Trustee”).

In that connection, we generally are familiar with the proceedings required to be taken in connection with the proposed authorization, issuance and sale of any series of Notes and have examined copies of such documents, corporate records and other instruments as we have deemed necessary or appropriate for the purpose of this opinion, including the Prospectus and the underwriting agreement and current drafts of the Trust Agreement, the Indenture (including the form of Notes included as an exhibit thereto), the grantor trust agreement, the receivables purchase agreement, the receivables transfer agreement, the receivables contribution agreement, the servicing agreement, the backup servicing agreement, the collateral custodian agreement, the administration agreement and the asset representations agreement (collectively, the “Operative Documents”). Terms used herein without definitions have the meanings given to such terms in the Prospectus.

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

Carvana Receivables Depositor LLC

Page 2

 

The opinion set forth herein is based upon the applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations promulgated and proposed thereunder, current positions of the Internal Revenue Service (the “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 opinions may not be taken by the IRS.

Based on the foregoing and assuming that the Operative Documents 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, to the extent that the statements set forth in the Prospectus under the captions “Prospectus Summary—Tax Considerations” and “Certain Material Federal Income Tax Consequences” constitute matters of U.S. federal income tax law or legal conclusions with respect thereto relating to U.S. federal tax matters, and to the extent such statements expressly state our opinions or state that our opinion has been or will be provided as to the Offered Notes, we hereby confirm and adopt the opinions set forth therein (subject to the qualifications, assumptions, limitations and exceptions set forth therein).

Mayer Brown LLP

Carvana Receivables Depositor LLC

Page 3

 

We know that we are referred to under the captions referred to above included in the Prospectus, and we hereby consent to the use of our name therein and to use of this opinion for filing as Exhibit 8.1 to a Form 8-K filed in connection therewith, without admitting that we are “experts” within the meaning of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission issued thereunder, with respect to any part of the Registration Statement or the Prospectus.