Attached files
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): November 2, 2011
CarMax Auto Funding LLC
(Depositor)
CarMax Auto Owner Trust 2011-3
(Issuing Entity)
CarMax Business Services, LLC
(Sponsor)
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
| 333-174975 333-174975-02 |
01-0794037 80-6127518 | |
| (Commission File No.) |
(I.R.S. Employer Identification No.) |
12800 Tuckahoe Creek Parkway, Suite 400, Richmond, Virginia 23238
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (804) 935-4512
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 (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)) |
| ITEM 1.01. | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. |
On November 2, 2011, CarMax Auto Funding LLC (“CarMax Funding”) and CarMax Business Services, LLC (“CarMax”) entered into an Underwriting Agreement with Barclays Capital Inc., on behalf of itself and as representative of the several underwriters, for the issuance and sale of certain asset backed notes of CarMax Auto Owner Trust 2011-3 in the following classes: Class A-1, Class A-2, Class A-3, Class A-4, Class B, Class C and Class D (collectively, the “Offered Notes”). The Offered Notes have an aggregate principal amount of $650,000,000. The Offered Notes have been registered pursuant to the Securities Act of 1933, as amended, under a Registration Statement on Form S-3 (Commission File No. 333-174975). It is expected that the Offered Notes will be issued on or about November 10, 2011.
The Underwriting Agreement is attached as Exhibit 1.1.
| ITEM 8.01. | OTHER EVENTS. |
The registrant has filed a preliminary prospectus supplement dated October 27, 2011 and a free writing prospectus dated October 27, 2011 setting forth a description of the receivables pool and the structure of $114,000,000 aggregate principal amount of Class A-1 Asset Backed Notes, $216,000,000 aggregate principal amount of Class A-2 Asset Backed Notes, $198,000,000 aggregate principal amount of Class A-3 Asset Backed Notes, $85,600,000 aggregate principal amount of Class A-4 Asset Backed Notes, $13,650,000 aggregate principal amount of Class B Asset Backed Notes, $11,700,000 aggregate principal amount of Class C Asset Backed Notes and $11,050,000 aggregate principal amount of Class D Asset Backed Notes.
Legal opinions of McGuireWoods LLP are attached as Exhibit 5.1 and Exhibit 8.1.
| ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS. |
FINANCIAL STATEMENTS AND EXHIBITS
| (d) | Exhibits. The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index. |
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Signatures
Pursuant to the requirements of the Securities and Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: November 3, 2011 | CARMAX AUTO FUNDING LLC | |||||
| By: | /s/ Thomas W. Reedy | |||||
| Name: | Thomas W. Reedy | |||||
| Title: | President | |||||
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Exhibit Index
| Exhibit |
Description | |
| 1.1 | Underwriting Agreement dated November 2, 2011 among CarMax Auto Funding LLC, CarMax Business Services, LLC and Barclays Capital Inc., as Representative. | |
| 5.1 | Opinion of McGuireWoods LLP dated November 2, 2011 as to legality. | |
| 8.1 | Opinion of McGuireWoods LLP dated November 2, 2011 as to certain tax matters. | |
| 23.1 | Consent of McGuireWoods LLP (included in Exhibits 5.1 and 8.1). | |
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