Carvana Co. (“Carvana”) (NYSE: CVNA), a leading e-commerce platform for
buying and selling used cars, today announced that it has priced the
private placement of an additional $250.0 million aggregate principal
amount of its 8.875% senior notes due 2023 (the “new notes”). The new
notes priced at 100.500% of their principal amount, plus accrued and
unpaid interest from April 1, 2019, representing a yield to call of
8.693%. The new notes will be issued as additional notes under the
indenture governing the outstanding $350.0 million of senior notes that
were issued on September 21, 2018. Carvana anticipates that the closing
of the offering of the new notes will take place on or about May 24,
2019, subject to customary closing conditions.
Carvana also announced today the upsize and pricing of its concurrent
underwritten public offering of 4,200,000 shares of its Class A common
stock at a public offering price of $65.00 per share. Carvana granted
the underwriters a 30-day option to purchase up to an additional 630,000
shares of its Class A common stock. The public offering was upsized from
the previously announced offering size of 3,500,000 shares of Class A
common stock.
Carvana intends to use the net proceeds from the new notes offering and
the public offering of its Class A common stock for general corporate
purposes. Carvana may use the net proceeds from these offerings to
partially repay borrowings under its floor plan facility until it
identifies other specific uses.
The notes will bear interest at a rate of 8.875% per year, payable
semi-annually on April 1 and October 1 of each year, beginning on
October 1, 2019. The new notes will mature on October 1, 2023, unless
earlier redeemed or repurchased.
The new notes, which will be guaranteed on a senior unsecured basis by
Carvana’s existing domestic subsidiaries, are being offered only to
persons reasonably believed to be “qualified institutional buyers” in
reliance on the exemption from registration pursuant to Rule 144A under
the Securities Act of 1933, as amended (the “Securities Act”), and to
persons outside of the United States in compliance with Regulation S
under the Securities Act. The new notes and the related guarantees have
not been and will not be registered under the Securities Act, or the
securities laws of any state or other jurisdiction, and may not be
offered or sold in the United States without registration or an
applicable exemption from the registration requirements of the
Securities Act and applicable state securities or blue sky laws and
foreign securities laws. The new notes and the existing notes are
expected to trade fungibly with one another.
This press release is for informational purposes only and does not
constitute an offer to sell, or a solicitation of an offer to buy, any
security. No offer, solicitation, or sale will be made in any
jurisdiction in which such an offer, solicitation, or sale would be
unlawful. Any offers of the new notes will be made only by means of a
private offering memorandum.
About Carvana Co.
Founded in 2012 and based in Phoenix, Carvana’s mission is to change the
way people buy cars. By removing the traditional dealership
infrastructure and replacing it with technology and exceptional customer
service, Carvana offers consumers an intuitive and convenient online car
buying and financing platform. Carvana.com enables consumers to quickly
and easily shop more than 18,000 vehicles, finance, trade-in or sell
their current vehicle to Carvana, sign contracts, and schedule
as-soon-as-next-day delivery or pickup at one of Carvana’s patented,
automated Car Vending Machines.
Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements reflect Carvana’s current intentions,
expectations or beliefs regarding the new notes offering and the public
offering of its Class A common stock. These statements may be preceded
by, followed by or include the words “aim,” “anticipate,” “believe,”
“estimate,” “expect,” “forecast,” “intend,” “likely,” “outlook,” “plan,”
“potential,” “project,” “projection,” “seek,” “can,” “could,” “may,”
“should,” “would,” “will,” the negatives thereof and other words and
terms of similar meaning. Forward-looking statements include all
statements that are not historical facts. Such forward-looking
statements are subject to various risks and uncertainties. Accordingly,
there are or will be important factors that could cause actual outcomes
or results to differ materially from those indicated in these
statements. There is no assurance that any forward-looking statements
will materialize. You are cautioned not to place undue reliance on
forward-looking statements, which reflect expectations only as of this
date. Carvana does not undertake any obligation to publicly update or
review any forward-looking statement, whether as a result of new
information, future developments, or otherwise.
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