8-KOther EventsExhibits & Filings

CARVANA CO. 8-K Report, Corporate Update (May 17, 2023)

Filed May 17, 2023For Securities:CVNA

Summary

Carvana Co. (CVNA) has announced an amendment to its existing offers for eligible holders to exchange their Senior Notes due between 2025 and 2030 for new Senior Secured Second Lien Notes due 2028. The primary purpose of this filing is to inform investors that the company has extended the expiration date of these exchange offers to June 1, 2023, and has also extended the withdrawal deadline to May 24, 2023. These extensions suggest Carvana is seeking more time to gain participation in its debt restructuring efforts. Furthermore, Carvana is incentivizing participation by offering an Early Exchange Premium of $20 per $1,000 principal amount for notes tendered by the new expiration date. The total consideration offered per $1,000 principal amount varies by the specific note series being exchanged, reflecting current market valuations and the company's financial position. Investors should note that all other terms and conditions of the exchange offers remain unchanged, and the total aggregate principal amount of new notes to be issued is capped at $1,000,000,000, subject to adjustment.

Key Highlights

  • 1Carvana Co. extended its exchange offers for multiple series of Senior Notes, with the new expiration date set for June 1, 2023.
  • 2The withdrawal deadline for tendering notes has also been extended to May 24, 2023.
  • 3An Early Exchange Premium of $20 per $1,000 principal amount is offered to encourage prompt participation.
  • 4The company is exchanging existing notes for new 9.0%/12.0% Cash/PIK Toggle Senior Secured Second Lien Notes due 2028.
  • 5The aggregate principal amount of new notes to be issued is capped at $1,000,000,000, with potential for increase or decrease.
  • 6The total consideration offered for tendered notes varies based on the specific series of existing notes being exchanged.
  • 7All other terms and conditions of the original exchange offers remain unchanged.

Frequently Asked Questions

Carvana has extended its debt exchange offers to provide eligible holders with additional time to consider and participate in the exchange. This extension, along with an extended withdrawal deadline, suggests the company is aiming to secure a higher level of participation in its debt restructuring efforts.

The Early Exchange Premium is an additional incentive of $20 per $1,000 principal amount of existing notes that are validly tendered and accepted by Carvana at or before the new expiration date. It is offered to encourage holders to commit their notes to the exchange sooner rather than later.

Carvana is issuing new 9.0%/12.0% Cash/PIK Toggle Senior Secured Second Lien Notes due 2028 in exchange for its existing notes.

Carvana plans to issue up to an aggregate principal amount of $1,000,000,000 of the new notes, although this amount is subject to the company's discretion to increase or decrease it.