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) October 16, 2024

 

 

BRIDGECREST LENDING AUTO SECURITIZATION TRUST 2024-4

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

Commission File Number of Issuing Entity: 333-271899-05

Central Index Key Number of Issuing Entity: 0002036955

 

 

BRIDGECREST AUTO FUNDING LLC

(Exact Name of Depositor as Specified in its Charter)

Commission File Number of Depositor: 333-271899

Central Index Key Number of Depositor: 0001974820

 

 

BRIDGECREST ACCEPTANCE CORPORATION

(Exact Name of Sponsor as Specified in its Charter)

Central Index Key Number of Sponsor: 0001493927

 

 

Delaware

(State or Other Jurisdiction of Incorporation of Registrant)

99-6229734

(Issuing Entity’s I.R.S. Employer Identification No.)

 

 

 

Bridgecrest Auto Funding LLC 1720 W. Rio Salado Parkway Tempe, Arizona		85281
(Address of Principal Executive Offices of Registrant)		(Zip Code)

(888) 418-1212

(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.

The Registrant is filing the exhibits listed in Item 9.01(d) below in connection with the issuance of Class A-1 Auto Loan Asset Backed Notes (the “Class A-1 Notes”), Class A-2 Auto Loan Asset Backed Notes (the “Class A-2 Notes”), Class A-3 Auto Loan Asset Backed Notes (the “Class A-3 Notes”), Class B Auto Loan Asset Backed Notes (the “Class B Notes”), Class C Auto Loan Asset Backed Notes (the “Class C Notes”) and Class D Auto Loan Asset Backed Notes (the “Class D Notes” and, together with the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class B Notes and Class C Notes, the “Publicly Registered Notes”) and Class E Auto Loan Asset Backed Notes by Bridgecrest Lending Auto Securitization Trust 2024-4 described in the Prospectus dated October 16, 2024.

This Current Report on Form 8-K is being filed in connection with the issuance of the Publicly Registered 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 Publicly Registered 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 Morris James LLP, counsel to Bridgecrest Lending Auto Securitization Grantor Trust 2024-4, 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 with respect to legality matters
5.2		Opinion of Morris James LLP with respect to enforceability of the Grantor Trust Certificate
8.1		Opinion of Mayer Brown LLP with respect to tax matters

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.

 

October 18, 2024				BRIDGECREST AUTO FUNDING LLC
				By:		/s/ Daniel Gaudreau
				Name:		Daniel Gaudreau
				Title:		President

Exhibit 5.1

 

		Mayer Brown LLP 71 South Wacker Drive Chicago, IL 60606 United States of America   T: +1 (312) 782 0600 F: +1 (312) 701 7711 mayerbrown.com

October 18, 2024

Bridgecrest Auto Funding LLC

1720 W. Rio Salado Parkway

Tempe, Arizona 85281

 

Re:	Bridgecrest Auto Funding LLC

Registration Statement on Form SF-3 (No. 333-271899)

Ladies and Gentlemen:

We have acted as special counsel to Bridgecrest Auto Funding LLC, a Delaware limited liability company (the “Seller”), in connection with the above-captioned registration statement (the “Registration Statement”) and the offering of the Class A-1 Auto Loan Asset Backed Notes, the Class A-2 Auto Loan Asset Backed Notes, the Class A-3 Auto Loan Asset Backed Notes, the Class B Auto Loan Asset Backed Notes, the Class C Auto Loan Asset Backed Notes and the Class D Auto Loan Asset Backed Notes (collectively, the “Offered Notes”) and the issuance of the Class E Auto Loan Asset Backed Notes (together with the Offered Notes, the “Notes”) described in the final prospectus dated October 16, 2024 (the “Prospectus”), which has been filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Act”). As described in the Prospectus, the Notes will be issued by Bridgecrest Lending Auto Securitization Trust 2024-4 (the “Issuer”), a trust formed by the Seller pursuant to a trust agreement (as amended, restated or otherwise modified, the “Trust Agreement”) between the Seller and Wilmington Trust, National Association, as owner trustee. The Notes will be issued pursuant to an indenture (the “Indenture”) between the Issuer, Bridgecrest Lending Auto Securitization Grantor Trust 2024-4 and Computershare Trust Company, National Association, as indenture trustee.

In that connection, we are generally familiar with the proceedings taken or to be taken in connection with the proposed authorization, issuance and sale of the Offered Notes, and have examined and relied upon copies of such statutes, documents, corporate records and other instruments as we have deemed necessary or appropriate for the purposes of this opinion, including the Prospectus and the underwriting agreement and current drafts of the Indenture (including the form of the Offered Notes included as an exhibit thereto), the Trust Agreement, the grantor trust agreement, the receivables contribution agreement, the purchase agreement, the sale and servicing agreement, the administration agreement and the asset representations review agreement (collectively, the “Operative Documents”).

Mayer Brown is a global services provider comprising an association of legal practices that are separate entities including Mayer Brown LLP

(Illinois, USA), Mayer Brown International LLP (England), Mayer Brown (a Hong Kong partnership) and Tauil & Chequer Advogados

(a Brazilian partnership).

MAYER BROWN LLP

Bridgecrest Auto Funding LLC

October 18, 2024

Page 2

 

Based on and subject to the foregoing, we are of the opinion that, with respect to the Offered Notes, when (a) the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, (b) the Offered Notes have been duly executed and issued by the Issuer and authenticated by the Indenture Trustee, and sold by (or at the direction of) the Seller and (c) payment of the agreed consideration for the Offered Notes has been received by the Issuer, all in accordance with the terms and conditions of the Operative Documents and in the manner described in the Prospectus, such Offered Notes will have been duly authorized by all necessary action of the Issuer and will be legally issued and binding obligations of the Issuer and entitled to the benefits afforded by the Indenture, except as may be limited by bankruptcy, insolvency, reorganization, arrangement, moratorium or other laws relating to or affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws), and by general principles of equity, regardless of whether such matters are considered in a proceeding in equity or at law.

MAYER BROWN LLP

Bridgecrest Auto Funding LLC

Page 3

 

Our opinions expressed herein are limited to the federal laws of the United States and the laws of the State of New York and the Delaware Statutory Trust Act. We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to a Form 8-K filed in connection with the Prospectus and to the use of our name therein without admitting we are “experts” within the meaning of the Act or the rules and regulations of the Commission issued thereunder, with respect to any part of the Registration Statement or the Prospectus.

 

Exhibit 5.2

October 18, 2024

Bridgecrest Auto Funding LLC

 

Re:

Bridgecrest Lending Auto Securitization Grantor Trust 2024-4

Ladies and Gentlemen:

We have acted as special Delaware counsel in connection with the formation of Bridgecrest Lending Auto Securitization Grantor Trust 2024-4, a Delaware statutory trust (the “Trust”), for the purposes of giving the opinions set forth herein relating to the filing of the Registration Statement on Form SF-3 (the “Registration Statement”), filed by Bridgecrest Auto Funding LLC (the “Depositor”) on May 12, 2023, with the Securities and Exchange Commission in connection with the registration by the Depositor of the Grantor Trust Certificate to be issued by the Trust. This opinion is being delivered to you at your request. Capitalized terms used but not defined herein shall have the meanings associated therewith in the Registration Statement.

For purposes of this letter, our review of documents has been limited to the review of originals or copies furnished to us of the following documents:

(a) the Registration Statement;

(b) the Trust Agreement of the Trust, dated as of December 22, 2023 (the “Initial Trust Agreement”), by and between Bridgecrest Lending Auto Securitization Trust 2024-4 (the “Grantor Trust Seller”) and Wilmington Trust, National Association, as Grantor Trust Trustee;

(c) the Amended and Restated Trust Agreement, to be dated as of October 23, 2024 (the “Trust Agreement”), between the Grantor Trust Seller and the Grantor Trust Trustee in connection with the issuance of the Grantor Trust Certificate for the Trust, including the exhibits attached thereto;

(d) the Grantor Trust Certificate to be issued to the Grantor Trust Seller on or about October 23, 2024 (the “Grantor Trust Certificate”); and

(e) the Certificate of Trust of the Trust, filed with the Office of the Secretary of State of the State of Delaware (the “Secretary of State”) on December 22, 2023 (the “Certificate of Trust”).

Bridgecrest Auto Funding LLC

October 18, 2024

Page | 2

 

For purposes of this letter, we have not reviewed any documents other than the documents referenced in paragraphs (a) through (e) above. In particular, we have not reviewed and express no opinion as to any other document that is referred to in, incorporated by reference into, or attached (as an exhibit, schedule, or otherwise) to any of the documents reviewed by us unless specifically identified herein. The opinions in this letter relate only to the documents specified in such opinions, and not to any exhibit, schedule, or other attachment to, or any other document referred to in or incorporated by reference into, any of such documents. We have assumed that there exists no provision in any document that we have not reviewed that bears upon or is inconsistent with or contrary to the opinions in this letter. We have conducted no factual investigation of our own, and have relied solely upon the documents reviewed by us, the statements and information set forth in such documents, certain statements of governmental authorities and others, and the additional matters recited or assumed in this letter, all of which we assume to be true, complete, and accurate and none of which we have independently investigated or verified. With respect to all documents examined by us, we have assumed that (i) the documents, in the forms submitted to us for our review, have not been and will not be altered or amended in any respect material to our opinions expressed herein, and (ii) in connection with the documents of which we have received a form, that all blanks contained in such documents will be properly and appropriately completed, and optional provisions included in such documents will be properly and appropriately selected.

Based upon and subject to the foregoing, and subject to the assumptions, exceptions, qualifications, and limitations in this letter, it is our opinion that:

1. The Trust has been duly formed as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq. (the “Act”).

2. Upon execution and delivery of the Trust Agreement by the parties thereto, the Trust will have the power and authority under the Trust Agreement and the Act to execute and deliver the Grantor Trust Certificate, and the Grantor Trust Certificate will be duly authorized by the Trust.

3. When the Grantor Trust Certificate has been duly executed, authenticated and delivered as described in the Trust Agreement and as contemplated by the Registration Statement, and such Grantor Trust Certificate will represent valid and, subject to the qualifications set forth in paragraph 4 below, fully paid and nonassessable undivided beneficial interests in the assets of the Trust.

4. The Grantor Trust Certificateholder, as beneficial owner of the Trust, is entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware. We note that the Grantor Trust Certificateholder may be obligated to make payments as set forth in the applicable Trust Agreement.

Bridgecrest Auto Funding LLC

October 18, 2024

Page | 3

 

The foregoing opinions are subject to the following exceptions, qualifications, limitations, and assumptions in addition to those above:

A. The opinions in this letter are limited to the laws of the State of Delaware, other than (i) tax laws and securities laws of the State of Delaware, and rules, regulations, orders, and decisions relating thereto, and (ii) laws, rules, regulations, orders, and decisions applicable to the particular nature of the property or activities of the Trust. We have not considered and express no opinion on the effect of, concerning matters involving, or otherwise with respect to any other laws of any jurisdiction (including, without limitation, federal laws of the United States of America), or rules, regulations, orders, or decisions relating thereto, including without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Trust Indenture Act of 1939, as amended, and the Investment Company Act of 1940.

B. We have assumed (i) the authenticity of all documents submitted to us as authentic originals, (ii) the conformity with the originals of all documents submitted to us as copies or forms, and (iii) the genuineness of all signatures.

C. We have assumed (i) that when the Trust was formed, the Initial Trust Agreement constituted the entire agreement among the parties thereto with respect to the subject matter thereof, including with respect to the formation of the Trust, (ii) that, at the time the Grantor Trust Certificate is issued, the Trust Agreement constitutes the entire agreement among the parties thereto with respect to the subject matter thereof, including with respect to the operation and termination of the Trust, that the Certificate of Trust is in full force and effect and has not been amended and that the Trust Agreement is in full force and effect and has been executed and delivered in substantially the forms reviewed by us, (iii) except to the extent provided in paragraph 1 above, the due creation or due organization or due formation, as the case may be, and valid existence in good standing of each party to the documents examined by us under the laws of the jurisdiction governing its creation, organization or formation, (iv) the legal capacity of natural persons who are to be parties to the documents examined by us, (v) except to the extent provided in paragraph 2 above, that each of the parties to the documents examined by us has the power and authority to execute and deliver, and to perform its obligations under, such documents, and (vi) except to the extent provided in paragraphs 2 and 3 above, the due authorization, execution and delivery by all parties thereto of all documents examined by us.

D. We have not participated in the preparation of the Registration Statement (except for providing this opinion), the prospectus included therein or any other offering materials with respect to the formation of the Trust and issuance of the Grantor Trust Certificate, and assume no responsibility for their contents, other than this opinion.

Bridgecrest Auto Funding LLC

October 18, 2024

Page | 4

 

E. The opinion in paragraph 3 above is subject to (i) applicable bankruptcy, insolvency, liquidation, moratorium, receivership, reorganization, fraudulent transfer and similar laws or proceedings relating to and affecting the rights and remedies of creditors generally, (ii) principles of equity, including applicable law relating to fiduciary duties (regardless of whether considered and applied in a proceeding in equity or at law), (iii) applicable public policy with respect to the enforceability of provisions relating to exculpation, indemnification or contribution, and (iv) judicial imposition of an implied covenant of good faith and fair dealing.

F. We express no opinion with respect to (i) provisions of a document reviewed by us to the extent that such provisions purport to bind a person or entity that is not a party to such document, (ii) transfer restrictions in a document reviewed by us to the extent that a transfer occurs by operation of law, or (iii) any provisions in the Trust Agreement that purport to restrict any right that a party may have to apply for a judicial dissolution of the Trust.

G. There are no implied opinions in this letter. The opinions in this letter are limited to the opinions expressly stated in numbered paragraphs 1 through 4 above, and no opinions shall be inferred beyond the opinions expressly stated in such numbered paragraphs.

We consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. We also consent to the use of our name in the Registration Statement. In giving the foregoing consents, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

 

SSF

Exhibit 8.1

 

		Mayer Brown LLP 71 South Wacker Drive Chicago, IL 60606 United States of America   T: +1 (312) 782 0600 F: +1 (312) 701 7711 mayerbrown.com
October 18, 2024

Bridgecrest Auto Funding LLC

1720 W. Rio Salado Parkway

Tempe, Arizona 85281

 

Re:	Bridgecrest Auto Funding LLC

Registration Statement on Form SF-3 (No. 333-271899)

Ladies and Gentlemen:

We have acted as special tax counsel to Bridgecrest Auto Funding LLC (the “Seller”) and Bridgecrest Acceptance Corporation (“BAC”) in connection with the above-captioned Registration Statement (the “Registration Statement”) and the offering of the Class A-1 Auto Loan Asset Backed Notes, the Class A-2 Auto Loan Asset Backed Notes, the Class A-3 Auto Loan Asset Backed Notes, the Class B Auto Loan Asset Backed Notes, the Class C Auto Loan Asset Backed Notes and the Class D Auto Loan Asset Backed Notes (collectively, the “Offered Notes”) and the issuance of the Class E Auto Loan Asset Backed Notes (together with the Offered Notes, the “Notes”) described in the final prospectus dated October 16, 2024 (the “Prospectus”), which has been filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Act”). As described in the Prospectus, the Notes will be issued by Bridgecrest Lending Auto Securitization Trust 2024-4 (the “Issuer”), a trust formed by the Seller pursuant to a trust agreement (as amended, restated or otherwise modified, the “Trust Agreement”) between the Seller and Wilmington Trust, National Association, as owner trustee. The Notes will be issued pursuant to an Indenture (the “Indenture”) between the Issuer, Bridgecrest Lending Auto Securitization Grantor Trust 2024-4 and Computershare Trust Company, National Association, as indenture trustee (the “Indenture Trustee”).

In that connection, we generally are familiar with the proceedings required to be taken in connection with the proposed authorization and issuance of the Offered Notes and have examined copies of such documents, corporate records and other instruments as we have deemed necessary or appropriate for the purpose of this opinion, including the Prospectus, the Trust Agreement and the Indenture (including the form of the Offered Notes included as an exhibit thereto) and other documents prepared in connection with the issuance of the Offered Notes (collectively, the “Operative Documents”).

 

Mayer Brown is a global services provider comprising an association of legal practices that are separate entities including Mayer Brown LLP

(Illinois, USA), Mayer Brown International LLP (England), Mayer Brown (a Hong Kong partnership) and Tauil & Chequer Advogados

(a Brazilian partnership).

MAYER BROWN LLP

Bridgecrest Auto Funding LLC October 18, 2024

Page 2

 

The opinion set forth herein is based upon the applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations promulgated and proposed thereunder, current positions of the Internal Revenue Service (the “IRS”) contained in published Revenue Rulings and Revenue Procedures, current administrative positions of the IRS and existing judicial decisions. No tax rulings will be sought from the IRS with respect to any of the matters discussed herein. The statutory provisions, regulations and interpretations on which our opinions are based are subject to change, which changes could apply retroactively. In addition, there can be no assurance that positions contrary to those stated in our opinions may not be taken by the IRS.

Based on the foregoing and assuming that the Operative Documents are executed and delivered in substantially the form we have examined and that the transactions contemplated to occur under the Operative Documents in fact occur in accordance with the terms thereof, to the extent that the statements set forth in the Prospectus forming part of the Registration Statement (to the extent they relate to U.S. federal income tax consequences) under the captions “Summary of Terms—Tax Status” and “Certain Federal Income Tax Considerations” constitute matters of U.S. federal income tax law or legal conclusions with respect thereto relating to U.S. federal tax matters, and to the extent such statements expressly state our opinions or state that our opinions have been or will be provided as to the Offered Notes, we hereby confirm and adopt the opinions set forth therein (subject to the qualifications, assumptions, limitations and exceptions set forth therein).

MAYER BROWN LLP

Bridgecrest Auto Funding LLC

Page 3

 

We know that we are referred to under the captions referred to above included in the Prospectus, and we hereby consent to the use of our name therein and to use of this opinion for filing of this opinion as Exhibit 8.1 to a Form 8-K filed in connection therewith, without admitting that we are “experts” within the meaning of the Act or the rules and regulations of the Securities and Exchange Commission issued thereunder, with respect to any part of the Registration Statement or the Prospectus.