8-KLeadership ChangesMaterial AgreementsSecurities & Listing+3

CARVANA CO. 8-K Report, Material Agreement (May 3, 2017)

Filed May 3, 2017For Securities:CVNA

Summary

This 8-K filing from Carvana Co. (CVNA) dated May 2, 2017, announces the pricing of its Initial Public Offering (IPO). The company priced its Class A common stock at $15.00 per share, offering 15,000,000 shares with an option for underwriters to purchase an additional 2,250,000 shares. This marks a significant milestone as Carvana transitions from a private to a public entity, providing capital for future growth and operations. The filing also details several material definitive agreements entered into in conjunction with the IPO, including an underwriting agreement, a tax receivable agreement, and revised LLC and exchange agreements. Notably, the Garcia Parties, including key management, committed to purchasing shares in the IPO, subject to a 180-day lock-up period, demonstrating their continued investment in the company.

Key Highlights

  • 1Carvana Co. has successfully priced its Initial Public Offering (IPO) of Class A common stock at $15.00 per share.
  • 2The IPO will offer 15,000,000 shares, with an underwriters' option to purchase an additional 2,250,000 shares.
  • 3The company entered into an Underwriting Agreement with several major financial institutions acting as representatives for the underwriters.
  • 4Key management and controlling shareholders (Garcia Parties) have committed to purchasing shares in the IPO, subject to a 180-day lock-up period.
  • 5The filing confirms the entry into a Tax Receivable Agreement, an Amended and Restated Limited Liability Company Agreement of Carvana Group, an Exchange Agreement, and a Registration Rights Agreement, all effective around the IPO pricing.
  • 6Carvana Co. repaid all outstanding borrowings and terminated its Master Loan Agreement in connection with the IPO closing.
  • 7New directors have been appointed to the board, and the company has entered into amended indemnification agreements with its directors and officers.
  • 8The company adopted the Carvana Co. 2017 Omnibus Incentive Plan to incentivize key employees and directors.

Frequently Asked Questions

This 8-K filing primarily announces the pricing of Carvana Co.'s Initial Public Offering (IPO) and details material definitive agreements entered into in connection with the IPO, such as the underwriting agreement.

Carvana Co. priced its Class A common stock at $15.00 per share. The IPO offers 15,000,000 shares, with an option for underwriters to purchase up to an additional 2,250,000 shares.

The underwriters are represented by Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., and Deutsche Bank Securities Inc.

The commitment by the Garcia Parties, which include key management and controlling shareholders, to purchase shares in the IPO at the IPO price (subject to a 180-day lock-up) indicates their continued confidence and investment in the company's future, even as it goes public.

In connection with the closing of the IPO, Carvana Co. repaid all of its outstanding borrowings and terminated its obligations under its Master Loan Agreement.