Carvana Co 8-K, filed Sep 23, 2020
Carvana Co. (CVNA)
8-K
2020-09-23
For: 2020-09-23
View Original
Added on
April 11, 2026
About this 8-K
Carvana Co filed this 8-K on September 23, 2020.
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): September 23, 2020
(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):
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Item 8.01 Other Events.
On September 23, 2020, Carvana Co. (the “Company”) entered into a purchase agreement (the "Purchase Agreement") with the guarantors named therein (the "Guarantors") and J.P. Morgan Securities LLC, as representative for the several initial purchasers named therein (the "Initial Purchasers"). Pursuant to the Purchase Agreement, the Company has agreed to sell to the Initial Purchasers, and the Initial Purchasers have agreed to purchase from the Company, $500.0 million aggregate principal amount of 5.625% senior notes due 2025 (the "2025 Notes") and $600.0 million aggregate principal amount of 5.875% senior notes due 2028 (the "2028 Notes" and together with the 2025 Notes, the "Notes") . The Purchase Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions whereby the Company and the Guarantors, on the one hand, and the Initial Purchasers, on the other hand, have agreed to indemnify each other against certain liabilities. The sale of the Notes is expected to close on October 2, 2020, subject to customary closing conditions.
On September 23, 2020, the Company issued a press release announcing that it had upsized and priced the private placement of the Notes. A copy of the press release relating to the pricing of the Notes offering is filed as Exhibit 99.1 hereto and is incorporated by reference herein.
Cautionary Information Regarding Forward Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of federal securities laws. Statements relating to, among other things, the offering of the Notes, potential changes in market conditions, and the use of the net proceeds constitute forward-looking statements. For a description of factors that may cause the Company’s actual results, performance or expectations to differ from any forward-looking statements, please review the information under the heading “Risk Factors” included in Item 1A of the Company’s 2019 Annual Report on Form 10-K and in the Company's Quarterly Reports on Form 10-Q, filed with the Securities and Exchange Commission (the “SEC”) on February 27, 2019, May 6, 2020 and August 5, 2020, respectively and other documents of the Company on file with or furnished to the SEC. Any forward-looking statements made in this Current Report on Form 8-K are qualified by these cautionary statements, and there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, the Company or its business or operations. Except as required by law, the Company undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise. Actual outcomes and results may differ materially from what is expressed, implied or forecasted by the Company’s forward-looking statements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | ||||
| 101 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | ||||
| 104 | The cover page from this Current Report on Form 8-K, formatted as Inline XBRL. | ||||
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: | September 23, 2020 | CARVANA CO. | |||||||||||||||||||||||||||
| By: | /s/ Paul Breaux | ||||||||||||||||||||||||||||
| Name: | Paul Breaux | ||||||||||||||||||||||||||||
| Title: | Vice President, General Counsel and Secretary | ||||||||||||||||||||||||||||
News Release
Carvana Co. Announces Upsize and Pricing of Senior Notes Offering
PHOENIX – (BUSINESS WIRE) – September 23, 2020 – Carvana Co. (“Carvana”) (NYSE: CVNA), a leading e-commerce platform for buying and selling used cars, today announced it has upsized and priced the private placement of (i) $500.0 million in aggregate principal amount of its 5.625% Senior Notes due 2025 (the “2025 Notes”) and (ii) $600.0 million in aggregate principal amount of its 5.875% Senior Notes due 2028 (the “2028 Notes” and, collectively, the “Notes”). The Company upsized its offering of 2028 Notes by $100.0 million aggregate principal amount from the previously announced amount. The Notes will be issued under separate indentures to be entered into upon the closing of the offering, which Carvana anticipates will take place on or about October 2, 2020, subject to customary closing conditions. Carvana intends to use a portion of the net proceeds from the offering to redeem in full $600.0 million aggregate principal amount of its outstanding 8.875% Senior Notes due 2023 (the “2023 Notes”), and the remainder of the net proceeds to pay fees and expenses related to the offering and for general corporate purposes.
The 2025 Notes will bear interest at a rate of 5.625% per year and the 2028 Notes will bear interest at a rate of 5.875% per year, payable semi-annually on April 1 and October 1 of each year, beginning on April 1, 2021. The 2025 Notes will mature on October 1, 2025, and the 2028 Notes will mature on October 1, 2028, in each case unless earlier redeemed or repurchased.
The Notes, which generally will be guaranteed on a senior unsecured basis by Carvana’s existing domestic subsidiaries, are being offered only to persons reasonably believed to be “qualified institutional buyers” in reliance on the exemption from registration pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to persons outside of the United States in compliance with Regulation S under the Securities Act. The Notes and the related guarantees have not been and will not be registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities or blue sky laws and foreign securities laws.
This press release is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security. No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. Offers of the Notes are being made only by means of a private offering memorandum. Furthermore, this press release is not an offer to purchase or a solicitation of an offer to purchase any 2023 Notes and does not constitute a redemption notice for the 2023 Notes.
About Carvana Co.
Founded in 2012 and based in Phoenix, Carvana’s (NYSE: CVNA) mission is to change the way people buy cars. By removing the traditional dealership infrastructure and replacing it with technology and exceptional customer service, Carvana offers consumers an intuitive and convenient online car buying and financing platform. Carvana.com enables consumers to quickly and easily shop more than 15,000 vehicles, finance, trade-in or sell their current vehicle to Carvana, sign contracts, and schedule as-soon-as-next-day delivery or pickup at one of Carvana’s patented, automated Car Vending Machines.
Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect Carvana’s current intentions, expectations or beliefs regarding the Notes offering and the anticipated use of the net proceeds therefrom. 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. 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:
Mike Levin
investors@carvana.com
or
Media Contact:
Amy O’Hara
press@carvana.com