8-K 1 d369981d8k.htm FORM 8-K Form 8-K

 

 

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): August 30, 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-P3

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

Commission File Number: 333-263473-03

Central Index Key Number: 0001903763

Carvana, LLC

(Exact Name of Sponsor as Specified in its Charter)

Central Index Key Number: 0001903756

 

 

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 August 30, 2022 (the “Notes”) by Carvana Auto Receivables Trust 2022-P3.

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-P3, 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 September 1, 2022 with respect to legality matters
5.2    Opinion of Richards, Layton & Finger, P.A. dated as of September 1, 2022 with respect to enforceability of the Grantor Trust Certificate
8.1    Opinion of Mayer Brown LLP dated as of September 1, 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.

 

September 1, 2022       CARVANA RECEIVABLES DEPOSITOR LLC
    By:  

/s/ Mike McKeever

    Name:   Mike McKeever
    Title:   President

 

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