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 2, 2023
CARMAX AUTO OWNER TRUST 2021-2
(Issuing Entity with respect to Securities)
(Central Index Key Number: 0001851375)
CARMAX BUSINESS SERVICES, LLC
(Sponsor with respect to Securities)
(Central Key Index Number: 0001601902)
CARMAX AUTO FUNDING LLC
(Depositor with respect to Securities)
(Central Key Index Number: 0001259380)
| Delaware | 333-228379-10 333-228379 |
01-0794037 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(Registrant’s IRS Employer Identification No.) |
12800 Tuckahoe Creek Parkway, Suite 400
Richmond, VA 23238-1115
(Address of principal executive offices of registrant, including zip Code)
Registrant’s telephone number, including area code: (804) 935-4512
Former name or former address, if changed since last report: Not applicable
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 |
Trading |
Name of each exchange | ||
| 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 (§230.405 of this chapter) or Rule 12b-2 of the Exchange Act (§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 |
On August 2, 2023, CarMax Auto Owner Trust 2021-2, a Delaware statutory trust (the “Issuing Entity”), CarMax Auto Funding LLC, a Delaware limited liability company (the “Depositor”), and CarMax Business Services, LLC, a Delaware limited liability company, as servicer (in such capacity, the “Servicer”), entered into the Omnibus Amendment to Specified Sale and Servicing Agreements (the “SSA Amendment”). The SSA Amendment amends the Sale and Servicing Agreement, dated as of April 1, 2021 (the “Sale and Servicing Agreement”), among the Issuing Entity, the Depositor and the Servicer (filed as Exhibit 99.1 to the registrant’s Form 8-K dated and filed on April 21, 2021, Commission File No. 333-228379-10), to update the definition of “Eligible Institution.”
| Item 9.01. | Exhibits. |
1
SIGNATURES
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.
| CarMax Auto Funding LLC | ||||||
| (Depositor) | ||||||
| Dated: August 2, 2023 | By: | /s/ Andrew J. McMonigle | ||||
| Name: | Andrew J. McMonigle | |||||
| Title: | Vice President and Treasurer | |||||
Exhibit 99.1
OMNIBUS AMENDMENT TO
SPECIFIED SALE AND SERVICING AGREEMENTS
THIS OMNIBUS AMENDMENT TO SPECIFIED SALE AND SERVICING AGREEMENTS (this “Amendment”) is made as of August 2, 2023 among the trusts listed on the signature pages hereto, each a Delaware statutory trust (the “Trusts”), CARMAX AUTO FUNDING LLC, a Delaware limited liability company (the “Depositor”), and CARMAX BUSINESS SERVICES, LLC, a Delaware limited liability company (“CarMax”), as servicer (in such capacity, the “Servicer”).
WHEREAS the Trusts, the Depositor and CarMax are parties to the Sale and Servicing Agreements listed on Schedule A attached hereto (each as amended, supplemented and otherwise modified from time to time, each, a “Sale and Servicing Agreement” and together “Sale and Servicing Agreements”). Capitalized terms used herein but not otherwise defined have the meanings set forth in Schedule A to related Sale and Servicing Agreement;
WHEREAS the parties desire to amend the Sale and Servicing Agreements pursuant to Section 10.1(a) thereof;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:
1. Amendment to Sale and Servicing Agreements. Each Sale and Servicing Agreement is hereby amended as follows:
| (A) | The definition of “Eligible Institution” in Appendix A of each Sale and Servicing Agreement is hereby amended in its entirety to read as follows: |
“Eligible Institution” shall mean (i) the corporate trust department of the Indenture Trustee or (ii) any other depository institution organized under the laws of the United States or any State or incorporated under the laws of a foreign jurisdiction with a branch or agency located in the United States or any State qualified to take deposits and subject to supervision and examination by federal or State banking authorities and whose deposits are insured by the Federal Deposit Insurance Corporation; provided, however, that, in each case, (A) the depository institution described in either case above must have an issuer credit rating of at least “BBB” by S&P Global Ratings and (B) either (1) the commercial paper, short-term debt obligations or other short-term deposits of the depository institution described in either case above must be rated at least “F1” by Fitch or (2) the long-term unsecured debt obligations of the depository institution described in either case above must be rated at least “A” by Fitch.
2. Effectiveness. This Amendment shall become effective on the date hereof.
3. Limitation of Liability of Owner Trustee. It is expressly understood and agreed by the parties hereto that (a) this Amendment is executed and delivered by U.S. Bank Trust National Association, not individually or personally but solely as Owner Trustee of the applicable Trusts, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Trusts is made and intended not as personal representations, undertakings and agreements by U.S. Bank Trust National Association but is made and intended for the purpose of binding only the Trusts, (c) nothing herein contained shall be construed as creating any liability on U.S. Bank Trust National Association, individually or personally, to perform any covenant either expressed or implied contained herein of the Trusts, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) U.S. Bank Trust National Association has not verified and made no investigation as to the accuracy or completeness of any representations and warranties made by the Trusts in this Agreement and (e) under no circumstances shall U.S. Bank Trust National Association be personally liable for the payment of any indebtedness or expenses of the Trusts or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trusts under this Agreement or any other related documents.
4. Officer’s Certificates of Servicer and Depositor. The Servicer hereby certifies that the execution of this Amendment is authorized or permitted under Section 10.1(a) of each Sale and Servicing Agreement and that all conditions precedent provided for in each Sale and Servicing Agreement to the execution of this Amendment have been complied with. The Depositor hereby certifies that the execution of this Amendment is authorized or permitted under the Trust Agreement (as defined in each respective Sale and Servicing Agreement) and that all conditions precedent provided for in the Trust Agreement to the execution and delivery of this Amendment have been satisfied.
5. Instruction to Owner Trustee. The Depositor, as the sole Certificateholder, directs the Owner Trustee, on behalf of the Trusts, to execute this Amendment.
6. Miscellaneous. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES UNDER THIS AMENDMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PROVISIONS THEREOF WHICH MAY REQUIRE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). This Amendment may be executed in two or more counterparts (and by different parties on separate counterparts), each of which shall be an original, but all of which together shall constitute one and the same instrument. The provisions of this Amendment shall be deemed to be incorporated in, and made a part of, the Sale and Servicing Agreement and shall not constitute a novation of the Sale and Servicing Agreement; and the Sale and Servicing Agreement, as amended by this Amendment, shall be read, taken and construed as one and the same instrument.
* * * * *
- 2 -
IN WITNESS WHEREOF, the parties hereto have caused this Omnibus Amendment to Specified Sale and Servicing Agreement to be duly executed by their respective officers as of the date first written above.
| CARMAX AUTO OWNER TRUST 2020-1 | ||
| By: U.S. BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee | ||
| By: | /s/ Jennifer Napolitano | |
| Name: |
Jennifer Napolitano | |
| Title: |
Vice President | |
| CARMAX AUTO OWNER TRUST 2020-2 | ||
| By: U.S. BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee | ||
| By: | /s/ Jennifer Napolitano | |
| Name: |
Jennifer Napolitano | |
| Title: |
Vice President | |
| CARMAX AUTO OWNER TRUST 2020-3 | ||
| By: U.S. BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee | ||
| By: | /s/ Jennifer Napolitano | |
| Name: |
Jennifer Napolitano | |
| Title: |
Vice President | |
Signature Page to Omnibus
Amendment to Sale and Servicing
Agreements
(CAOT 2020-1 – CAOT 2023-2)
| CARMAX AUTO OWNER TRUST 2020-4 | ||
| By: U.S. BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee | ||
| By: | /s/ Jennifer Napolitano | |
| Name: |
Jennifer Napolitano | |
| Title: |
Vice President | |
| CARMAX AUTO OWNER TRUST 2021-1 | ||
| By: U.S. BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee | ||
| By: | /s/ Jennifer Napolitano | |
| Name: |
Jennifer Napolitano | |
| Title: |
Vice President | |
| CARMAX AUTO OWNER TRUST 2021-2 | ||
| By: U.S. BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee | ||
| By: | /s/ Jennifer Napolitano | |
| Name: |
Jennifer Napolitano | |
| Title: |
Vice President | |
Signature Page to Omnibus
Amendment to Sale and Servicing
Agreements
(CAOT 2020-1 – CAOT 2023-2)
| CARMAX AUTO OWNER TRUST 2022-3 | ||
| By: U.S. BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee | ||
| By: | /s/ Jennifer Napolitano | |
| Name: | Jennifer Napolitano | |
| Title: | Vice President | |
| CARMAX AUTO OWNER TRUST 2022-4 | ||
| By: U.S. BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee | ||
| By: | /s/ Jennifer Napolitano | |
| Name: | Jennifer Napolitano | |
| Title: | Vice President | |
| CARMAX AUTO OWNER TRUST 2023-1 | ||
| By: U.S. BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee | ||
| By: | /s/ Jennifer Napolitano | |
| Name: | Jennifer Napolitano | |
| Title: | Vice President | |
Signature Page to Omnibus
Amendment to Sale and Servicing
Agreements
(CAOT 2020-1 – CAOT 2023-2)
| CARMAX AUTO OWNER TRUST 2023-2 | ||
| By: U.S. BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee | ||
| By: | /s/ Jennifer Napolitano | |
| Name: | Jennifer Napolitano | |
| Title: | Vice President | |
Signature Page to Omnibus
Amendment to Sale and Servicing
Agreements
(CAOT 2020-1 – CAOT 2023-2)
| CARMAX AUTO FUNDING LLC, as Depositor and as holder of 100% of the outstanding Certificates | ||
| By: | /s/ Andrew J. McMonigle | |
| Name: | Andrew J. McMonigle | |
| Title: | Vice President and Treasurer | |
| CARMAX BUSINESS SERVICES, LLC, as Servicer | ||
| By: | /s/ Enrique Mayor-Mora | |
| Name: Enrique Mayor-Mora | ||
| Title: |
Executive Vice President and Chief Financial Officer | |
Signature Page to Omnibus
Amendment to Sale and Servicing
Agreements
(CAOT 2020-1 – CAOT 2023-2)
Schedule A
Specified Sale and Servicing Agreements
The Sale and Servicing Agreement between CarMax Auto Owner Trust 2020-1, CarMax Auto Funding LLC and CarMax Business Services, LLC, dated as of January 1, 2020.
The Sale and Servicing Agreement between CarMax Auto Owner Trust 2020-2, CarMax Auto Funding LLC and CarMax Business Services, LLC, dated as of April 1, 2020.
The Sale and Servicing Agreement between CarMax Auto Owner Trust 2020-3, CarMax Auto Funding LLC and CarMax Business Services, LLC, dated as of July 1, 2020.
The Sale and Servicing Agreement between CarMax Auto Owner Trust 2020-4, CarMax Auto Funding LLC and CarMax Business Services, LLC, dated as of October 1, 2020.
The Sale and Servicing Agreement between CarMax Auto Owner Trust 2021-1, CarMax Auto Funding LLC and CarMax Business Services, LLC, dated as of January 1, 2021.
The Sale and Servicing Agreement between CarMax Auto Owner Trust 2021-2, CarMax Auto Funding LLC and CarMax Business Services, LLC, dated as of April 1, 2021.
The Sale and Servicing Agreement between CarMax Auto Owner Trust 2022-3, CarMax Auto Funding LLC and CarMax Business Services, LLC, dated as of July 1, 2022.
The Sale and Servicing Agreement between CarMax Auto Owner Trust 2022-4, CarMax Auto Funding LLC and CarMax Business Services, LLC, dated as of October 1, 2022.
The Sale and Servicing Agreement between CarMax Auto Owner Trust 2023-1, CarMax Auto Funding LLC and CarMax Business Services, LLC, dated as of January 1, 2023.
The Sale and Servicing Agreement between CarMax Auto Owner Trust 2023-2, CarMax Auto Funding LLC and CarMax Business Services, LLC, dated as of April 1, 2023.
Signature Page to Omnibus
Amendment to Sale and Servicing
Agreements
(CAOT 2020-1 – CAOT 2023-2)