(To Prospectus dated May 20, 2019)
4,200,000 Shares
Class A Common Stock
We are offering 4,200,000 shares of our Class A common stock, par value $0.001 per share (our Class A common stock).
Our Class A common stock is listed on the New York Stock Exchange (the NYSE) under the symbol CVNA. On May 21, 2019, the last reported sale price of our Class A
common stock was $67.03 per share.
We have two classes of common stock: Class A common stock and Class B common stock. Holders of
the Class A common stock are entitled to one vote per share. Ernest Garcia, II, Ernie Garcia, III, and entities controlled by one or both of them (collectively, the Garcia Parties) are entitled to ten votes per share of Class B
common stock they beneficially own, for so long as the Garcia Parties maintain, in the aggregate, direct or indirect beneficial ownership of at least 25% of the outstanding shares of Class A common stock (determined on an
as-exchanged
basis assuming that all of the Class A common units (Class A Units) and Class B common units (Class B Units and together with the Class A Units
(LLC Units)) of Carvana Group, LLC (Carvana Group) were exchanged for Class A common stock). All other holders of Class B common stock are each entitled to one vote per share. All holders of Class A and
Class B common stock vote together as a single class except as otherwise required by applicable law. Holders of the Class B common stock do not have any right to receive dividends or distributions upon the liquidation or winding up of us.
Carvana Co. will contribute its net proceeds from this offering to its wholly owned subsidiary, Carvana Co. Sub LLC (Carvana Sub),
that will in turn use such net proceeds to purchase newly-issued Class A Units in Carvana Group. The purchase price for the Class A Units will be equal to 0.8 times the public offering price of the shares of Class A common stock less
the underwriting discounts and commissions referred to below. Carvana Group will use the net proceeds it receives in connection with this offering as described under Use of Proceeds. Upon completion of this offering, Carvana Co. will
own, indirectly through Carvana Sub, 60,998,407 Class A Units representing a 32% economic interest in Carvana Group. Although Carvana Co. has an indirect minority economic interest in Carvana Group, Carvana Sub is the sole manager of Carvana
Group and, through Carvana Group, operates and controls its business. The other owners of Carvana Group will hold the remaining 132,848,021 LLC Units representing a 68% economic interest in Carvana Group, LLC Units are, from time to time,
exchangeable for shares of Class A common stock or, at our election, for cash. Carvana Co. is a holding company and its sole asset is the capital stock of Carvana Sub, whose only assets are equity interests in Carvana Group and Carvana, LLC.
Immediately following this offering, the holders of Class A common stock will collectively own 100% of the economic interests in Carvana Co. and have 5% of the voting power of Carvana Co. The holders of our Class B common stock will have
the remaining 95% of the voting power of Carvana Co.
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Per share
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Total
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Public offering price
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$65.00
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$273,000,000
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Underwriting discounts and commissions
(1)
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$ 3.25
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$ 13,650,000
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Proceeds, before expenses
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$61.75
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$259,350,000
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(1) See Underwriting for a description of the compensation payable to the underwriters.
See
Risk Factors
beginning on page
S-10,
along with the risk factors incorporated by reference herein, to read about
factors you should consider before buying shares of our Class A common stock.
Neither the United States Securities and Exchange
Commission, nor any state securities commission, has approved or disapproved of the securities that may be offered under this prospectus supplement, nor have any of these regulatory authorities determined if this prospectus supplement is truthful or
complete. Any representation to the contrary is a criminal offense.
Concurrently with this offering, we are offering, $250.0 million
unsecured senior notes in a separate offering exempt from registration under the Securities Act of 1933, as amended (the Securities Act), The completion of this offering is not contingent upon the completion of the concurrent offering of
unsecured senior notes, and the completion of the concurrent offering of unsecured senior notes is not contingent upon the completion of this offering.
The underwriters may also exercise their option to purchase up to an additional 630,000 shares from us, at the public offering price, less the underwriting discount, for 30 days after the date of this
prospectus supplement.
The underwriters expect to deliver the shares on or about May 24, 2019.
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Wells Fargo Securities
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Citigroup
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Deutsche Bank Securities
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May 21, 2019