Item 1.01. Entry into a Material Definitive Agreement.
On June 4, 2024, Carvana Receivables Depositor LLC (the “Depositor”) and Carvana, LLC (“Carvana”) entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., as an underwriter and as representative of the several underwriters identified therein, for the sale of certain amounts of the following classes of notes to be issued by Carvana Auto Receivables Trust 2024-P2 (the “Issuing Entity”): Class A-1 Asset Backed Notes, Class A-2 Asset Backed Notes, Class A-3 Asset Backed Notes, Class A-4 Asset Backed Notes, Class B Asset Backed Notes, Class C Asset Backed Notes and Class D Asset Backed Notes (collectively, the “Publicly Registered Notes”). The Issuing Entity will also issue Class N Asset Backed Notes (the “Class N Notes”) and Class XS Asset Backed Notes (the “Class XS Notes”), which have not been registered under the Registration Statement. Five percent (5%) of the Publicly Registered Notes and the Class N Notes, and all of the Class XS Notes (collectively, the “Retained Notes,” and together with the Publicly Registered Notes, the Class N Notes and the Class XS Notes, the “Notes”) and five percent (5%) of the Certificates of the Issuing Entity will be initially retained or held by Carvana or one or more of its majority-owned affiliates.
The Publicly Registered Notes have an aggregate principal balance of $507,210,000 and will be issued on or about June 12, 2024 (the “Closing Date”).
Attached as Exhibit 1.1 is the Underwriting Agreement.
Item 8.01. Other Events.
The Depositor and Carvana will enter into a purchase agreement (the “Receivables Purchase Agreement”), to be dated as of the Closing Date, whereby Carvana will transfer to the Depositor certain motor vehicle retail installment sales contracts relating to used automobiles, light-duty trucks, SUVs and vans (the “Receivables”) and related property. The Receivables and related property will subsequently be transferred to the Issuing Entity pursuant to a sale agreement (the “Receivables Transfer Agreement”), to be dated as of the Closing Date, between the Issuing Entity and the Depositor. The Receivables and related property will subsequently be transferred to the Grantor Trust pursuant to a sale agreement (the “Receivables Contribution Agreement”), to be dated as of the Closing Date, between the Issuing Entity and the Grantor Trust. The Servicer will manage, service and otherwise administer the Receivables pursuant to a servicing agreement (the “Servicing Agreement”), to be dated as of the Closing Date, among the Servicer, the Issuing Entity, the Grantor Trust, Computershare Trust Company, N.A., as indenture trustee (in such capacity, the “Indenture Trustee”), and Vervent Inc., as backup servicer (the “Backup Servicer”). The Backup Servicer will perform certain backup servicing duties and assume the role of successor servicer if the Servicer is terminated under the Servicing Agreement, pursuant to a backup servicing agreement (the “Backup Servicing Agreement”), to be dated as of the Closing Date, among the Issuing Entity, the Grantor Trust, the Servicer and the Backup Servicer. Certain representations made by Carvana with respect to such Receivables may be reviewed, upon the satisfaction of certain conditions, pursuant to an asset representations review agreement (the “Asset Representations Review Agreement”), to be dated as of the Closing Date, among the Issuing Entity, Carvana Auto Receivables Grantor Trust 2024-P2 (the “Grantor Trust”), Carvana, in its capacity as administrator and sponsor, Bridgecrest Credit Company, LLC (the “Servicer”), and Clayton Fixed Income Services, LLC (the “Asset Representations Reviewer”), as asset representations reviewer.
The Issuing Entity, a Delaware statutory trust, was established pursuant to a trust agreement dated as of August 31, 2023, which will be amended and restated by an Amended and Restated Trust Agreement to be dated as of the Closing Date (the “Amended and Restated Trust Agreement”), between the Depositor and BNY Mellon Trust of Delaware, as owner trustee (in such capacity, the “Owner Trustee”), and acknowledged and agreed to by Carvana, as administrator and sponsor, and by Computershare Trust Company, N.A., as certificate registrar and certificate paying agent. The Grantor Trust, a Delaware statutory trust, was established pursuant to a trust agreement dated as of August 31, 2023, which will be amended and restated by an Amended and Restated Trust Agreement to be dated as of the Closing Date (the “Amended and Restated Grantor Trust Agreement”), between the Issuing Entity, as grantor, BNY Mellon Trust of Delaware, as grantor trust trustee, grantor trust certificate registrar, and grantor trust paying agent (in such capacities, the “Grantor Trust Trustee”), and acknowledged and agreed to by Carvana, as administrator and sponsor, and Computershare Trust Company, N.A., as indenture trustee.
The Issuing Entity will enter into an indenture (the “Indenture”), to be dated as of the Closing Date, among the Issuing Entity, the Grantor Trust and the Indenture Trustee, pursuant to which the Issuing Entity will cause the issuance of the Notes and will grant a security interest in the Receivables and other related property to the Indenture
