8-KRegulation FDOther EventsExhibits & Filings

CARVANA CO. 8-K Report, Regulation FD Disclosure (Mar 22, 2023)

Filed March 22, 2023For Securities:CVNA

Summary

Carvana Co. (CVNA) announced on March 22, 2023, the launch of exchange offers for its existing senior notes. The company is offering to exchange up to $1 billion in aggregate principal amount of new 9.0%/12.0% Cash/PIK Toggle Senior Secured Second Lien Notes due 2028 for its outstanding 2025, 2027, 2028, 2029, and 2030 senior notes. This move is aimed at managing its debt structure and potentially extending maturities or altering its debt profile. Crucially, alongside the exchange offer, Carvana provided certain estimated unaudited financial results for the first quarter ending March 31, 2023. These preliminary estimates, which are not audited and subject to change, offer a glimpse into the company's recent performance. Investors should note that these figures are not a substitute for audited financial statements and actual results could differ materially. The information was disseminated via an Exchange Offer Memorandum and a related press release, incorporated into this 8-K filing.

Key Highlights

  • 1Carvana launched an exchange offer for its existing senior notes, seeking to issue up to $1 billion of new 9.0%/12.0% Cash/PIK Toggle Senior Secured Second Lien Notes due 2028.
  • 2The exchange offers apply to Carvana's 5.625% Senior Notes due 2025, 5.500% Senior Notes due 2027, 5.875% Senior Notes due 2028, 4.875% Senior Notes due 2029, and 10.250% Senior Notes due 2030.
  • 3The company provided preliminary, unaudited estimated financial results for the three months ending March 31, 2023, alongside the exchange offer details.
  • 4These preliminary results are subject to completion of financial closing procedures and actual results may differ materially.
  • 5The independent registered public accounting firm has not audited, reviewed, or performed procedures on these preliminary estimates.
  • 6The exchange offer is a strategic move to manage Carvana's capital structure and debt obligations.
  • 7The filing includes an Exchange Offer Memorandum and a press release announcing the commencement of the exchange offers as exhibits.

Frequently Asked Questions

Carvana is announcing the launch of exchange offers for its existing senior notes, inviting eligible holders to swap their current notes for new Senior Secured Second Lien Notes due 2028. The filing also includes preliminary, unaudited estimated financial results for the first quarter of 2023.

Carvana is offering to exchange any and all of its existing senior notes (due 2025, 2027, 2028, 2029, and 2030) for up to an aggregate principal amount of $1 billion of new 9.0%/12.0% Cash/PIK Toggle Senior Secured Second Lien Notes due 2028. The exact amount of new notes issued is subject to increase or decrease by the company.

Investors should view these estimates as preliminary and unaudited. They are based on currently available information and are subject to change as the company completes its financial closing procedures. These figures are not a substitute for audited financial statements, and actual results could differ significantly. The company's auditor has not reviewed or provided assurance on these preliminary estimates.

The exchange offer is a proactive measure by Carvana to manage its debt maturity profile, potentially extend debt maturities, and optimize its capital structure. It allows the company to address its outstanding debt obligations by offering new debt instruments.