8-KMaterial AgreementsOther EventsExhibits & Filings

CARVANA CO. 8-K Report, Material Agreement (May 22, 2019)

Filed May 22, 2019For Securities:CVNA

Summary

Carvana Co. (CVNA) filed an 8-K on May 21, 2019, to report on two significant financing activities. The company entered into an Underwriting Agreement for a public offering of Class A common stock, which was upsized to 4,200,000 shares with an option for an additional 630,000 shares. This offering is being conducted under a Form S-3ASR registration statement. Concurrently, Carvana announced a private offering of $250.0 million in 8.875% senior notes due 2023. These new notes will be fungible with existing notes and are being offered to qualified institutional buyers and persons outside the United States. The net proceeds from both the stock offering and the notes offering are intended for general corporate purposes, with a potential to partially repay borrowings under its floor plan facility.

Key Highlights

  • 1Carvana Co. announced an upsized public offering of 4,200,000 shares of Class A common stock, with an option for underwriters to purchase an additional 630,000 shares.
  • 2The company also launched a private offering of $250.0 million in 8.875% senior notes due 2023.
  • 3The new senior notes will be fungible with the company's existing $350.0 million in 8.875% senior notes due 2023.
  • 4Net proceeds from both offerings are earmarked for general corporate purposes, potentially including partial repayment of floor plan borrowings.
  • 5The stock offering is registered on Form S-3ASR, indicating Carvana's ability to use simplified registration procedures.
  • 6The closing for both the stock offering and the notes offering is expected on May 24, 2019, subject to customary conditions.
  • 7The filing includes press releases detailing the launch, upsize, and pricing of both the stock and notes offerings.

Frequently Asked Questions

Carvana Co. is undertaking two primary financing activities: a public offering of its Class A common stock and a private offering of senior notes.

The public offering involves 4,200,000 shares of Class A common stock (plus an option for 630,000 additional shares). The private offering is for $250.0 million of senior notes due 2023.

The net proceeds from both the stock and notes offerings are intended for general corporate purposes. The company may also use these proceeds to partially repay borrowings under its floor plan facility.

No, the new senior notes are being offered privately to persons reasonably believed to be 'qualified institutional buyers' in the U.S. and to persons outside the United States, in reliance on specific exemptions from registration requirements.