Carvana Co. Announces $250.0 Million Private Offering of Senior Notes
May 20 2019 - 4:16PM
Business Wire
Carvana Co. (NYSE: CVNA), a leading e-commerce platform for
buying and selling used cars, today announced it is planning to
offer, subject to market conditions and other factors, $250.0
million of additional 8.875% senior notes due 2023 (the “new
notes”) in a private offering. The new notes will be issued as
additional notes under the indenture governing the outstanding
$350.0 million in aggregate principal amount of Carvana’s 8.875%
senior notes due 2023 that were issued on September 21, 2018 (the
“existing notes”).
Concurrently with the offering of new notes, Carvana intends to
offer 3,500,000 shares of Carvana's Class A common stock in an
underwritten public offering, subject to market conditions. Carvana
also expects to grant the underwriters a 30-day option to purchase
up to an additional 525,000 shares of Carvana’s Class A common
stock. The new notes offering is not contingent upon the concurrent
public offering of Class A common stock, and the concurrent public
offering of Class A common stock is not contingent upon the new
notes offering.
Carvana intends to use the net proceeds from the new notes
offering and the public offering of 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 new notes will not be registered under the Securities Act of
1933, as amended (“Securities Act”), or the securities laws of any
other jurisdiction, and will not be offered or sold in the United
States or to U.S. persons absent registration or an applicable
exemption from the registration requirements. The offering of the
new notes will be made only to persons reasonably believed to be
qualified institutional buyers in accordance with Rule 144A under
the Securities Act and to non-U.S. persons in accordance with
Regulation S under the Securities Act. The new notes and the
existing notes are expected to trade fungibly with one another.
This press release is issued pursuant to Rule 135c of the
Securities Act 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 proposed 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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version on businesswire.com: https://www.businesswire.com/news/home/20190520005775/en/
Investor Relations:CarvanaMike
Levininvestors@carvana.com
Carvana (NYSE:CVNA)
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