8-KMaterial AgreementsOther EventsExhibits & Filings

CARVANA CO. 8-K Report, Material Agreement (May 1, 2018)

Filed May 1, 2018For Securities:CVNA

Summary

Carvana Co. (CVNA) filed an 8-K on May 1, 2018, detailing a material definitive agreement related to a significant follow-on public offering of its Class A common stock. The company, along with selling stockholders, offered a total of 11,000,000 shares, with an additional option for underwriters to purchase 1,650,000 shares. This offering was registered under a Form S-1 registration statement that became effective in late April 2018. The primary purpose of this filing is to disclose the Underwriting Agreement executed on April 25, 2018, with key underwriters including Wells Fargo Securities, LLC and Citigroup Global Markets Inc. The offering itself closed on April 30, 2018. The company also announced the pricing of this offering via a press release on April 26, 2018, which is incorporated by reference. Investors should note that Carvana has elected to use the extended transition period for complying with new or revised financial accounting standards as an emerging growth company.

Key Highlights

  • 1Carvana Co. (CVNA) completed a follow-on public offering of 11,000,000 shares of Class A common stock, with an option for underwriters to purchase an additional 1,650,000 shares.
  • 2The Underwriting Agreement was entered into on April 25, 2018, with major underwriters including Wells Fargo Securities and Citigroup.
  • 3The offering was registered under a Form S-1 registration statement that became effective on April 25, 2018.
  • 4The follow-on public offering closed on April 30, 2018.
  • 5The company issued a press release on April 26, 2018, to announce the pricing of the offering.
  • 6Carvana has elected to be treated as an emerging growth company and has chosen not to opt out of the extended transition period for new accounting standards.

Frequently Asked Questions

The main purpose of this 8-K filing was to report the entry into a material definitive agreement, specifically the Underwriting Agreement for a follow-on public offering of Carvana's Class A common stock.

A total of 11,000,000 shares of Class A common stock were offered. These shares were sold by both Carvana Co. and existing selling stockholders.

Yes, the underwriters were granted a 30-day option by one of the selling stockholders to purchase up to an additional 1,650,000 shares of Class A common stock.

The follow-on public offering closed on April 30, 2018.