CVNA 8-K
Carvana Co. (CVNA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events.
As previously announced by Carvana Co. (the “Company”) in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, on February 19, 2025, the Company entered into a Second Amended and Restated Distribution Agreement with Barclays Capital Inc., Citigroup Global Markets Inc. and Virtu Americas LLC to further refresh its “at-the-market offering” program (the “ATM Program”). The offering of shares of the Company’s Class A Common Stock pursuant to the ATM Program (the “ATM Shares”) will be made from time to time pursuant to a shelf registration statement on Form S-3ASR (File No. 333-285061), including the prospectus dated February 19, 2025 contained therein, and the prospectus supplement filed on February 19, 2025.
A copy of the opinion of Kirkland & Ellis LLP, relating to the validity of the issuance and sale of the ATM Shares, is filed with this Current Report on Form 8-K as Exhibit 5.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
| 5.1 | Opinion of Kirkland & Ellis LLP |
| 23.1 | Consent of Kirkland & Ellis LLP (contained in Exhibit 5.1) |
| 104 | Cover Page Interactive Data File (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: February 19, 2025 | CARVANA CO. | |
| By: | /s/ Paul Breaux | |
| Name: | Paul Breaux | |
| Title: | Vice President, General Counsel, and Secretary | |
Exhibit 5.1
333 West Wolf Point Plaza
Chicago, IL 60654
United States
| Facsimile: |
| +1 312 862 2000 | +1 312 862 2200 |
www.kirkland.com
February 19, 2025
Carvana Co.
300 E. Rio Salado Parkway
Tempe, Arizona 85281
Re: Offering of Shares of Class A Common Stock, par value $0.001 per share, by Carvana Co.
Ladies and Gentlemen:
We are acting as counsel to Carvana Co., a Delaware corporation (the “Company”), in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and sale of the Company’s Class A common stock, $0.001 par value per share (“Class A Common Stock”), of up to the greater of (i) shares of Class A Common Stock representing an aggregate offering price of $1,000,000,000, or (ii) an aggregate number of 21,016,898 shares of Class A Common Stock (the greater of (i) and (ii), the “ATM Shares”), from time to time in “at the market offerings,” as defined in Rule 415 promulgated under the Securities Act, pursuant to the terms of that certain Second Amended and Restated Distribution Agreement, dated February 19, 2025, amending that certain distribution agreement, dated as of July 19, 2023, as subsequently amended by that certain amended and restated distribution agreement, dated as of July 31, 2024 (as it may be amended, restated or otherwise modified, the “Distribution Agreement”), among the Company, Carvana Group, LLC, Barclays Capital Inc., Citigroup Global Markets, Inc. and Virtu Americas LLC, as sales agents.
The ATM Shares are being offered and sold by the Company under a registration statement on Form S-3 filed with the Securities and Exchange Commission (the “Commission”) on February 19, 2025 (Registration No. 333-285061) (the “Registration Statement”), including a base prospectus dated February 19, 2025 (the “Base Prospectus”), as supplemented by a prospectus supplement, dated February 19, 2025 (together with the Base Prospectus, the “Prospectus”).
In connection with the registration of the ATM Shares, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion, including (i) the organizational documents of the Company, (ii) minutes and records of the corporate proceedings of the Company, (iii) the Registration Statement and the exhibits thereto, (iv) the Prospectus, and (v) the Distribution Agreement.
Austin Bay Area Beijing Boston Brussels Dallas Hong Kong Houston London Los Angeles Miami Munich New York Paris Riyadh Salt Lake City Shanghai Washington, D.C.
Carvana Co.
February 19, 2025
Page 2
For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the legal capacity of all natural persons, the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Company and the due authorization, execution and delivery of all documents by the parties thereto other than the Company. We have not independently established or verified any facts relevant to the opinions expressed herein, but have relied upon statements and representations of the officers and other representatives of the Company.
Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that the ATM Shares have been duly authorized, and when issued, delivered and paid for in accordance with the Distribution Agreement, will be validly issued, fully paid and non-assessable.
Our opinion expressed above is subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of any laws except the laws of the State of New York and the General Corporation Law of the State of Delaware (the “DGCL”), including the applicable provisions of the Delaware constitution and reported judicial decisions interpreting these laws.
We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Company’s Current Report on Form 8-K and to its incorporation by reference into the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Prospectus constituting part of the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.
We do not find it necessary for the purposes of this opinion, and accordingly we do not purport to cover herein, the application of the securities or “Blue Sky” laws of the various states to the sale of the ATM Shares.
This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. The ATM Shares may be sold from time to time, and this opinion is limited to the laws, including the rules and regulations, as in effect on the date hereof, which laws are subject to change with possible retroactive effect. We assume no obligation should the present federal securities laws of the United States, laws of the State of New York or the DGCL be changed by legislative action, judicial decision or otherwise.
Carvana Co.
February 19, 2025
Page 3
This opinion is furnished to you in connection with the filing of the Company’s Current Report on Form 8-K, which is incorporated by reference into the Registration Statement, and is not to be used, circulated, quoted or otherwise relied upon for any other purpose.
| Very truly yours, | |
| /s/ Kirkland & Ellis LLP | |
| Kirkland & Ellis LLP |