Carvana Co. Announces Pricing of Senior Notes Offering
May 21 2019 - 9:12PM
Business Wire
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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version on businesswire.com: https://www.businesswire.com/news/home/20190521006001/en/
Investor Relations:Mike Levininvestors@carvana.com
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