8-KOther EventsExhibits & Filings

CARVANA CO. 8-K Report, Corporate Update (Jun 2, 2023)

Filed June 2, 2023For Securities:CVNA

Summary

Carvana Co. (CVNA) announced on June 2, 2023, the expiration and termination of its previously announced offers to exchange its existing senior notes for new 9.0%/12.0% Cash/PIK Toggle Senior Secured Second Lien Notes due 2028. The exchange offers aimed to raise up to an aggregate principal amount of $1,000,000,000 in new debt. Crucially, the exchange offers failed to meet their minimum participation condition, which required at least $500,000,000 in aggregate principal amount of existing notes to be tendered. As a result, Carvana will not accept any tendered notes, and all notes submitted for exchange will be promptly returned to their holders without any payment or consideration. This outcome indicates a lack of sufficient investor appetite for the proposed debt restructuring under the stated terms, potentially reflecting concerns about the company's financial health or the attractiveness of the new debt offering.

Key Highlights

  • 1Carvana's exchange offers for its existing senior notes have expired and been terminated.
  • 2The exchange offers failed to meet the minimum participation condition of $500,000,000 in aggregate principal amount of existing notes.
  • 3No existing notes will be accepted for exchange, and all tendered notes will be returned to holders.
  • 4No consideration will be paid to holders who validly tendered their existing notes.
  • 5The company was attempting to issue up to $1,000,000,000 of new 9.0%/12.0% Cash/PIK Toggle Senior Secured Second Lien Notes due 2028.
  • 6This filing includes a press release announcing the expiration of the exchange offers as an exhibit.

Frequently Asked Questions

Carvana Co. offered to exchange its existing senior notes for newly issued 9.0%/12.0% Cash/PIK Toggle Senior Secured Second Lien Notes due 2028, with the goal of raising up to $1,000,000,000 in aggregate principal amount of new debt.

The exchange offers failed because they did not meet the minimum participation condition, which required at least $500,000,000 in aggregate principal amount of existing notes to be tendered by eligible holders.

Since the minimum participation condition was not met, Carvana will not accept any of the existing notes that were tendered for exchange. All such tendered notes will be promptly returned to their respective holders.

No, holders who validly tendered their existing notes in the exchange offers will not receive any consideration or payment, as the offers were terminated due to the failure to meet the minimum participation requirement.