Carvana Auto Receivables Trust 2021-N2
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(D)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 25, 2021
Carvana Auto Receivables Trust 2021-N2
(Exact name of Issuing Entity as specified in its charter)
Central Index Key Number: 0001843643
Carvana Receivables Depositor LLC
(Exact name of Depositor as specified in its charter)
Central Index Key Number: 0001770373
(Exact name of Sponsor as specified in its charter)
Central Index Key Number: 0001576462
(State or other jurisdiction
1930 W. Rio Salado Parkway
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number, including area code: (480) 719-8809
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))
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each class
Name of each exchange
on which registered
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. ☐
Entry into a Material Definitive Agreement
On May 25, 2021, Carvana, LLC (“Carvana”) and Carvana Receivables Depositor LLC (the “Depositor”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., on behalf of itself and as representative of the several underwriters (collectively, the “Underwriters”), whereby each of the Underwriters has severally agreed to purchase $321,100,000 aggregate principal balance of various classes of asset-backed notes (the “Offered Notes”) to be issued by Carvana Auto Receivables Trust 2021-N2 (the “Issuing Entity”). The Underwriting Agreement provides that the obligations of the Underwriters are subject to specified conditions precedent and that the Underwriters will purchase the Offered Notes. Carvana and the Depositor have agreed to indemnify the Underwriters against some liabilities, including civil liabilities under the Securities Act of 1933, as amended (the “Securities Act”), or contribute to payments which the Underwriters may be required to make in respect of some liabilities, including civil liabilities under the Securities Act.
The sale of the Offered Notes has been registered pursuant to the Securities Act under a Registration Statement on Form SF-3 (Commission File No. 333-239650) (as amended, the “Registration Statement”). It is anticipated that the Offered Notes will be issued on or about June 3, 2021 (the “Closing Date”).
The Underwriting Agreement is filed as Exhibit 1.1 hereto.
In connection with the issuance of the Offered Notes, Carvana, the Depositor, and the Issuing Entity intend to enter into the agreements listed in Item 9.01 on the Closing Date, the forms of which are attached as Exhibits 4.1, 4.2, 4.3, 10.1, 10.2, 10.3. 99.1, 99.2, 99.3, 99.4, and 99.5 to this Current Report on Form 8-K. These forms of agreements are being filed to satisfy the requirements of Item 1100(f) of Regulation AB.
Legal opinions and a consent of Allen & Overy LLP are attached as Exhibit 5.1 and Exhibit 8.1.
In connection with the offering of the Notes, the chief executive officer of the Registrant has made the certifications required by Paragraph I.B.1(a) of Form SF-3 attached as Exhibit 36.1. The certification is being filed on this Current Report to satisfy the requirements of Item 601(b)(36) of Regulation S-K.
Financial Statements and Exhibits.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the depositor has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Carvana Receivables Depositor LLC|
|Dated: May 27, 2021||By:|
/s/ Mike McKeever