Current Report Filing (8-k)
May 24 2019 - 4:30PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 24, 2019
CARVANA CO.
(Exact name
of registrant as specified in its charter)
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Delaware
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001-38073
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81-4549921
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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1930 W. Rio Salado Parkway
Tempe, Arizona 85281
(Address of principal executive offices, including zip code)
(480)
719-8809
(Registrants telephone number, including area code)
N/A
(Former name or
former address, if changed since last report)
Check the appropriate box below
if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Class A Common Stock, Par value $0.001 Per Share
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CVNA
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 1.01 Entry into a Material Definitive Agreement
On May 24, 2019, Carvana Co. (the Company), issued $250.0 million in aggregate principal amount of 8.875% Senior Notes due 2023 (the
New Notes). The New Notes were issued as additional notes pursuant to the First Supplemental Indenture, dated as of May 24, 2019 (the Supplemental Indenture), among the Company, the guarantors party thereto (the
Guarantors) and U.S. Bank National Association, as trustee (the Trustee). The Supplemental Indenture supplements the Indenture, dated as of September 21, 2018 (the Indenture), among the Company, the
Guarantors and the Trustee.
The Company previously issued $350.0 million of its 8.875% Senior Notes due 2023 (the Existing Notes and
together with the New Notes, the Notes). The New Notes are treated as a single class with the Existing Notes for all purposes and have the same terms as those of the Existing Notes. The New Notes and the Existing Notes will trade
fungibly with one another.
The description of the Indenture set forth under Item 1.01 of the Companys Current Report filed with the Securities and
Exchange Commission on September 21, 2018 is incorporated by reference into this Item 1.01.
The foregoing description of the Supplemental Indenture
is qualified in its entirety by reference to the complete text of the Supplemental Indenture filed as Exhibit 4.1 hereto.
Creation of Direct Financial
Obligation of a Registrant
The information set forth under Item 1.01 is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
Exhibits 5.1, 23.1 and 99.1 filed herewith in connection with the issuance by the registration, offering and sale by the Company of up to 4,830,000 shares of
Class A common stock of the Company (the Common Stock) (which includes up to 630,000 shares of Common Stock pursuant to the underwriters
30-day
option to purchase additional shares of
Common Stock from the Company), pursuant to the Companys automatic shelf registration statement on Form
S-3
(No.
333-231606)
(the Registration
Statement).
(d) Exhibits
Exhibits 5.1, 23.1
and 99.1 are incorporated by reference into the Registration Statement as exhibits thereto and are filed as part of this Current Report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned here unto duly authorized.
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Date: May 24, 2019
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CARVANA CO.
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By:
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/s/ Mark Jenkins
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Name:
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Mark Jenkins
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Title:
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Chief Financial Officer
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