8-KOther EventsExhibits & Filings

CARVANA CO. 8-K Report, Corporate Update (May 3, 2023)

Filed May 3, 2023For Securities:CVNA

Summary

Carvana Co. (CVNA) has filed an 8-K report detailing amendments to its ongoing exchange offers for several series of its senior notes. The company is offering new 9.0%/12.0% Cash/PIK Toggle Senior Secured Second Lien Notes due 2028 in exchange for its existing notes, with an aggregate principal amount of up to $1,000,000,000. The primary update in this filing is the extension of the exchange offers' expiration date from May 3, 2023, to May 17, 2023, and the extension of the early exchange premium offer. This move suggests Carvana is seeking to encourage more participation in its debt restructuring efforts. Investors should note that tendered notes are no longer eligible for withdrawal, and the consideration offered for each series of existing notes has been specified, including an Early Exchange Premium of $20 per $1,000 principal amount for those tendering by the new deadline. This strategy aims to manage Carvana's debt maturity profile and potentially improve its liquidity position by exchanging older debt for newer, albeit possibly more complex, instruments. The filing emphasizes that all other terms remain consistent with previous announcements.

Key Highlights

  • 1Carvana Co. extended its exchange offers for existing senior notes to May 17, 2023.
  • 2The company is offering up to $1,000,000,000 of new 9.0%/12.0% Cash/PIK Toggle Senior Secured Second Lien Notes due 2028 in exchange.
  • 3An Early Exchange Premium of $20 per $1,000 principal amount is available for notes tendered by the new deadline.
  • 4Specific total consideration amounts per $1,000 principal for each series of existing notes are detailed, reflecting discounts.
  • 5Existing notes tendered prior to the extension are no longer eligible for withdrawal.
  • 6This debt exchange aims to manage Carvana's debt structure and maturity.

Frequently Asked Questions

Carvana is conducting exchange offers to swap its existing senior notes for new Senior Secured Second Lien Notes due 2028. The company is also extending the deadline for these offers and an associated early exchange premium.

The extension suggests Carvana may not have achieved its desired participation rate in the initial offering and is providing more time for eligible holders to tender their notes. This could be to ensure sufficient debt is exchanged for their new issuance.

The Early Exchange Premium is an additional payment of $20 per $1,000 principal amount offered to investors who validly tender their existing notes by the new expiration date of May 17, 2023. It incentivizes prompt participation in the exchange.

No, the filing explicitly states that the withdrawal deadline has passed. Any Existing Notes already tendered in the Exchange Offers may not be withdrawn.