Carvana Co 8-K, filed Apr 19, 2023
Carvana Co. (CVNA)
8-K
2023-04-19
For: 2023-04-19
View Original
Added on
April 11, 2026
About this 8-K
Carvana Co filed this 8-K on April 19, 2023.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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): April 19, 2023
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of principal executive offices, including zip code) | ||||||||||||||
(Registrant's telephone number, including area code)
N/A
(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 Instructions A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| — | ||||||||
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.
On April 19, 2023, Carvana Co. (the “Company”) issued a press release announcing that it has amended certain terms of each of its previously announced offers to eligible holders of its 5.625% Senior Notes due 2025 (the “2025 Notes”); 5.500% Senior Notes due 2027 (the "2027 Notes"); 5.875% Senior Notes due 2028 (the "2028 Notes"); 4.875% Senior Notes due 2029 (the "2029 Notes"); and 10.250% Senior Notes due 2030 (the “2030 Notes,” and together with the 2025 Notes, the 2027 Notes, the 2028 Notes, and the 2029 Notes, the “Existing Notes”) to exchange (the “Exchange Offers”) any and all of their Existing Notes for up to an aggregate principal amount of $1,000,000,000 (subject to increase or decrease by the Company) of new 9.0%/12.0% Cash/PIK Toggle Senior Secured Second Lien Notes due 2028.
The Exchange Offers, which were originally scheduled to expire at 5:00 p.m., New York City time, on Wednesday, April 19, 2023, have been extended until 5:00 p.m., New York City time, on May 3, 2023 (the “New Expiration Time”), unless further extended. As the withdrawal deadline has passed, Existing Notes tendered in the Exchange Offers may not be withdrawn.
Additionally, eligible holders who validly tender Existing Notes at or prior to the New Expiration Time will be eligible to receive the Early Exchange Premium of $20 per $1,000 principal amount of Existing Notes (the “Early Exchange Premium”). Furthermore, the Exchange Offer relating to the Company’s 2025 Notes has been amended to increase its exchange consideration from $788.75 per $1,000 principal amount of existing 2025 Notes to $838.75 per $1,000 principal amount of existing 2025 Notes (the “New Exchange Consideration”). As a result, the total consideration per $1,000 principal amount of Existing Notes validly tendered prior to the New Expiration Time and accepted by the Company for (i) the 2025 Notes is $858.75, (ii) the 2027 Notes is $658.75, (iii) the 2028 Notes is $646.25, (iv) the 2029 Notes is $632.50, and (v) the 2030 Notes is $793.75.
Other than the extension of the Exchange Offers and Early Exchange Premium and the New Exchange Consideration, all other terms and conditions of the Exchange Offers set forth in the Exchange Offer Memorandum distributed to eligible holders, dated March 22, 2023, remain unchanged.
A copy of this press release is attached hereto as Exhibit 99.1, and the information contained therein is incorporated herein by reference.
Forward-Looking Statements.
This Current Report on Form 8-K contains forward-looking statements, including statements regarding the Exchange Offers and all other statements that are not historical facts. These statements are based on assumptions believed by the Company to be reasonable and speak only as of the date on which such statements are made. Without limiting the generality of the foregoing, words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” or “likely,” or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. Except as required by law, the Company undertakes no obligation to update such statements to reflect events or circumstances arising after such date and cautions investors not to place undue reliance on any such forward-looking statements. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those described in the statements based on a number of factors. Among these factors are risks related to the “Risk Factors” identified in our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | ||||
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | ||||
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.
Date: | April 19, 2023 | CARVANA CO. | |||||||||||||||||||||
By: | /s/ Mark Jenkins | ||||||||||||||||||||||
Name: | Mark Jenkins | ||||||||||||||||||||||
Title: | Chief Financial Officer | ||||||||||||||||||||||
Exhibit 99.1
News Release
Carvana Co. Announces Extension of Private Exchange Offers and Increase in Exchange Consideration Relating to 2025 Existing Notes and Extension of Early Exchange Premium
PHOENIX - April 19, 2023 – Carvana Co. (NYSE: CVNA) (“Carvana” or the “Company”), the leading e-commerce platform for buying and selling used cars, today announced that it has extended the expiration date for each of its previously announced offers to exchange (each an “Exchange Offer” and, collectively, the “Exchange Offers”) its outstanding existing notes listed below (the “Existing Notes”) for up to an aggregate principal amount of $1,000,000,000 (subject to increase or decrease by the Company) of new 9.0%/12.0% Cash/PIK Toggle Senior Secured Second Lien Notes due 2028 (the “New Secured Notes”) issued by the Company.
The Exchange Offers, which were originally scheduled to expire at 5:00 p.m., New York City time, on Wednesday, April 19, 2023, have been extended until 5:00 p.m., New York City time, on May 3, 2023 (the “New Expiration Time”), unless further extended. As the withdrawal deadline has passed, Existing Notes tendered in the Exchange Offers may not be withdrawn.
Additionally, eligible holders who validly tender Existing Notes at or prior to the New Expiration Time will be eligible to receive the Early Exchange Premium, as set forth in the table below. Furthermore, the Exchange Offer relating to the Company’s 5.625% Senior Notes due 2025 (the “2025 Notes Exchange Offer”), has been amended to increase its exchange consideration, as set forth in the table below (the “New Exchange Consideration”). Any Existing Notes validly tendered prior to the New Expiration Time and accepted by the Company will receive the Total Consideration, as set forth in the table below.
Other than the extension of the Exchange Offers and Early Exchange Premium and the New Exchange Consideration, all other terms and conditions of the Exchange Offers set forth in the Exchange Offer Memorandum distributed to eligible holders, dated March 22, 2023 (the “ Exchange Offer Memorandum”), remain unchanged.
The following table sets forth the amended pricing terms of the Exchange Offers:
Principal Amount of New Secured Notes(2) | ||||||||||||||||||||||||||||||||||||||||||||
| Title of Existing Notes | CUSIP Number(1) | Principal Amount Outstanding | Acceptance Priority Level | Exchange Consideration | New Exchange Consideration | Early Exchange Premium(3) | Total Consideration(4) | |||||||||||||||||||||||||||||||||||||
| 5.625% Senior Notes due 2025 | 146869AB8 / U1468GAC8 | $ | 500,000,000 | 1 | — | $ | 838.75 | $ | 20 | $ | 858.75 | |||||||||||||||||||||||||||||||||
| 10.250% Senior Notes due 2030 | 146869AJ1 / U1468GAG9 | $ | 3,275,000,000 | 2 | $ | 773.75 | — | $ | 20 | $ | 793.75 | |||||||||||||||||||||||||||||||||
| 5.500% Senior Notes due 2027 | 146869AF9 / U1468GAE4 | $ | 600,000,000 | 3 | $ | 638.75 | — | $ | 20 | $ | 658.75 | |||||||||||||||||||||||||||||||||
| 5.875% Senior Notes due 2028 | 146869AD4 / U1468GAD6 | $ | 600,000,000 | 4 | $ | 626.25 | — | $ | 20 | $ | 646.25 | |||||||||||||||||||||||||||||||||
| 4.875% Senior Notes due 2029 | 146869AH5 / U1468GAF1 | $ | 750,000,000 | 5 | $ | 612.50 | — | $ | 20 | $ | 632.50 | |||||||||||||||||||||||||||||||||
(1)No representation is made as to the correctness or accuracy of the CUSIP numbers listed in this press release or printed on the Existing Notes. They are provided solely for convenience.
(2)Consideration in the form of principal amount of New Secured Notes per $1,000 principal amount of Existing Notes that are validly tendered and accepted for exchange, subject to any rounding as described in the Exchange Offer Memorandum. In addition to the Exchange Consideration or the New Exchange Consideration, as applicable, and the Early Exchange Premium (together the “Total Consideration”), all eligible holders of Existing Notes accepted for exchange pursuant to the Exchange Offers within five business days following the New Expiration Date or as promptly as practicable thereafter (the “New Settlement Date”) will also be paid a cash amount equal to any accrued and unpaid interest for such series of Existing Notes from the last interest payment date for such series of Existing Notes to, but not including, the New Settlement Date.
(3)The Early Exchange Premium will be payable to Eligible Holders who validly tender and do not withdraw Existing Notes at or prior to the New Expiration Time.
(4)Includes the Early Exchange Premium for Existing Notes tendered for exchange and not validly withdrawn at or prior to the New Expiration Time.
This press release is for informational purposes only and shall not constitute an offer to sell nor a solicitation of an offer to buy any securities in the United States and shall not constitute an offer, solicitation or sale of any securities in any jurisdiction where such offering or sale would be unlawful.
About Carvana (NYSE: CVNA)
Carvana (NYSE: CVNA) is an industry pioneer for buying and selling used vehicles online. As the fastest growing used automotive retailer in U.S. history, its proven, customer-first ecommerce model has positively impacted millions of people’s lives through more convenient, accessible and transparent experiences. Carvana.com allows someone to purchase a vehicle from the comfort of their home, completing the entire process online, benefiting from a 7-day money back guarantee, home delivery, nationwide inventory selection and more. Customers also have the option to sell or trade-in their vehicle across all Carvana locations, including its patented Car Vending Machines, in more than 300 U.S. markets. Carvana brings a continued focus on people-first values, industry-leading customer care, technology and innovation, and is the No. 2 automotive brand in the U.S., only behind Ford, on the Forbes 2022 Most Customer-Centric Companies List. Carvana is one of the four fastest companies to make the Fortune 500 and for more information, please visit www.carvana.com and follow us @Carvana.
Carvana also encourages investors to visit its Investor Relations website as financial and other company information is posted.
Note Regarding Forward-Looking Statements
These forward-looking statements reflect Carvana’s current intentions, expectations or beliefs regarding the proposed Exchange Offers. These statements may be preceded by, followed by or include the words “aim,” “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “likely,” “outlook,” “plan,” “potential,” “project,” “projection,” “seek,” “can,” “could,” “may,” “should,” “would,” “will,” the negatives thereof and other words and terms of similar meaning. Forward-looking statements include all statements that are not historical facts. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. Among these factors are risks related to the “Risk Factors” identified in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and in the Exchange Offer Memorandum. There is no assurance that any forward-looking statements will materialize. You are cautioned not to place undue reliance on forward-looking statements, which reflect expectations only as of this date. Carvana does not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as required by law.
Contact:
Investor Relations:
Carvana
Mike Mckeever
investors@carvana.com
Media Contact:
Carvana
Kristin Thwaites
press@carvana.com