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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): August 1, 2023

CARVANA CO.
(Exact name of registrant as specified in its charter)

Delaware
001-38073
81-4549921
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
300 E. Rio Salado Parkway
Tempe
Arizona
85281
(Address of principal executive offices, including zip code)

(602) 852-6604
(Registrant's 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):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Class A Common Stock, Par Value $0.001 Per Share CVNA New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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

As previously disclosed, Carvana Co. (the “Company”) entered into that certain Transaction Support Agreement, dated July 17, 2023 (the “Transaction Support Agreement”), among (i) the Company, (ii) Carvana Group, LLC (“Carvana Group”), (iii) Ernest Garcia II, Ernest Garcia III, and entities controlled by one or both of them (collectively, the “Garcia Parties”) and (iv) certain holders of the Company’s 5.625% senior unsecured notes due 2025 (the “2025 Notes”), 5.500% senior unsecured notes due 2027 (the “2027 Notes”), 5.875% senior unsecured notes due 2028 (the “2028 Notes”), 4.875% senior unsecured notes due 2029 (the “2029 Notes”), and 10.250% senior unsecured notes due 2030 (the “2030 Notes”), collectively representing over 90% of the aggregate principal amount outstanding of the Existing Notes (as defined below) (together with the Garcia Parties, the “TSA Parties”).

On August 1, 2023, the Company and Carvana Group entered into the First Amendment to the Transaction Support Agreement (the “Amendment”) with certain of the TSA Parties, which amends and restates Exhibit F of the Transaction Support Agreement in its entirety to reflect changes to the exchange offer consideration allocation as a result of the Cash Tender Offer (as defined below).

The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the Amendment, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

On August 2, 2023, the Company announced the launch of offers (the “Exchange Offers”) pursuant to which Eligible Holders (as defined below) may exchange their 2027 Notes, 2028 Notes, 2029 Notes and 2030 Notes (the “Exchangeable Notes”) for up to an aggregate principal amount of $4.275 billion of the following three tranches of senior secured notes: (i) up to $1.0 billion of new 9.0%/12.0% Cash/ PIK Senior Secured Notes due 2028 (with interest per annum payable 12% in PIK interest for the first two interest payment dates, 12% in PIK interest or 9% in cash for the third and fourth payment dates, and 9% in cash thereafter); (ii) up to $1.5 billion of new 11.0%/13.0% Cash/PIK Senior Secured Notes due 2030 (with interest per annum payable 13% in PIK interest for the first two interest payment dates, 13% in PIK interest or 11% in cash for the third and fourth interest payment dates, and 9% in cash thereafter); and (iii) up to $1.775 billion of new 9.0%/14.0% Cash/PIK Senior Secured Notes due 2031 (with interest per annum payable 14% in PIK interest for the first four interest payment dates and 9% in cash thereafter) (tranches (i), (ii), and (iii) referred to collectively as the “New Senior Secured Notes”).

Concurrently with, but separately from, the Exchange Offers, the Company announced the commencement of an offer (the “Cash Tender Offer” and, together with the Exchange Offers, the “Offers”) to purchase any and all of the Company’s 2025 Notes (together with the Exchangeable Notes, the “Existing Notes” and, each series, a “series of Existing Notes”) for up to $425.0 million in cash at a purchase price of 85.0% of the aggregate principal amount (or $850.00 per $1,000 of principal amount) of the 2025 Notes tendered for purchase, plus accrued and unpaid interest, if any, on the 2025 Notes purchased to, but not including, the date of purchase.

Simultaneously with the Offers for each series of Existing Notes, the Company announced that it is soliciting consents (with respect to each series of Existing Notes, a “Consent Solicitation” and, collectively, the “Consent Solicitations”) from holders of the Existing Notes (with respect to each series of Existing Notes, a “Consent” and, collectively, the “Consents”) to adopt certain Proposed Amendments (the “Proposed Amendments”) to the indentures governing the Existing Notes (each, an "Existing Indenture" and collectively, the “Existing Indentures”) to eliminate substantially all of the restrictive covenants as well as certain events of default and related provisions therein applicable to such series of Existing Notes for which the applicable Proposed Amendments are adopted. The Proposed Amendments to each Existing Indenture governing a series of Existing Notes require the Consents of holders of a majority in aggregate principal amount of such series of Existing Notes outstanding (excluding any Existing Notes held by the Company or its affiliates).

The consummation of the Offers and Consent Solicitations is subject to customary conditions set forth in the offering memorandum and consent solicitation statement prepared by the Company in connection with the Offers and Consent Solicitations.

The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing of the Company under the U.S. Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this report, except as shall be expressly set forth by specific reference in such a filing.




Item 8.01 Other Events

On August 2, 2023, the Company issued a press release announcing the commencement of the Exchange Offers, the Cash Tender Offer and the Consent Solicitations. A copy of this press release is attached hereto as Exhibit 99.1, and the information contained therein is incorporated herein by reference.

Forward-Looking Statements

Forward-looking statements in this Form 8-K regarding the Offers and Consent Solicitations and all other statements that are not historical facts are forward-looking statements. These statements are based on assumptions believed by the Company to be reasonable and speak only as of the date on which such statements are made. Without limiting the generality of the foregoing, words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” or “likely,” or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. Except as required by law, the Company undertakes no obligation to update such statements to reflect events or circumstances arising after such date and cautions investors not to place undue reliance on any such forward-looking statements. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those described in the statements based on a number of factors. Among these factors are risks related to the “Risk Factors” identified in our Annual Reports on Form 10-K and our Quarterly Reports on Form 10-Q.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)



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 hereunto duly authorized.

Date:
August 2, 2023
CARVANA CO.
By:
/s/ Mark Jenkins
Name:
Mark Jenkins
Title:
Chief Financial Officer


EX-10.1 2 ex101firstamendmenttotrans.htm EX-10.1 Document

Exhibit 10.1

FIRST AMENDMENT TO TRANSACTION SUPPORT AGREEMENT

This FIRST AMENDMENT TO TRANSACTION SUPPORT AGREEMENT, dated as of August 1, 2023 (this “Amendment”), to that certain Transaction Support Agreement, dated as of July 17, 2023, by and among the Company Parties, the Garcia Parties, and the Supporting Noteholders (each as defined therein) (as amended, restated, amended and restated, modified or supplemented from time to time in accordance with the terms thereof, and including all exhibits thereto, the “Transaction Support Agreement”) is entered into by and among the following parties (each, a “Party” and, collectively, the “Parties”):1

i.the Company Parties; and
ii.the undersigned Supporting Noteholders.

RECITALS

WHEREAS, pursuant to this Amendment, the Parties desire that the Transaction Support Agreement be amended to reflect certain limited modifications necessary to implement the Transaction;
WHEREAS, Section 9 of the Transaction Support Agreement provides that the Transaction Support Agreement may be modified, amended, restated, amended and restated, waived or supplemented in a writing signed by the (i) the Company Parties, (ii) the Supporting Noteholders, provided that, as of the date upon which the Supporting Noteholders comprise holders of at least 80% in outstanding principal amount of Carvana Notes, the amendment threshold set forth in this clause (ii) shall be deemed amended to read “the Required Supporting Noteholders,” and, (iii) solely with respect to the Garcia Parties’ commitments in Section 4.2 of the Transaction Support Agreement, the Garcia Parties;
WHEREAS, the Supporting Noteholders comprise holders of at least 80% in outstanding principal amount of Carvana Notes;
WHEREAS, the undersigned Supporting Noteholders comprise the Required Supporting Noteholders; and
WHEREAS, pursuant to Section 9 of the Transaction Support Agreement, the Parties desire to amend the Transaction Support Agreement as set forth herein.
NOW, THEREFORE, in consideration of the covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Party, intending to be legally bound hereby, agrees as follows:
AGREEMENT

Section 1.    Amendment to the Transaction Support Agreement
Exhibit F to the Transaction Support Agreement is hereby replaced with Exhibit F as attached to this Amendment.
Section 2.    Ratification
Except as specifically provided for in this Amendment, no waivers, releases, changes, amendments, or other modifications have been made on or prior to the date hereof or are being made to the terms of the Transaction Support Agreement or the rights and obligations of the parties thereunder, all of which such terms are hereby ratified and confirmed and remain in full force and effect.

1 Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Transaction Support Agreement.



Section 3.    Effectiveness
This Amendment shall be effective on the date (the “Amendment Effective Date”) upon which each of the Parties shall have executed and delivered counterpart signature pages of this Amendment to counsel to each of the other Parties.
Section 4.    Execution of Amendment
This Amendment may be executed and delivered (by electronic mail, or otherwise) in any number of counterparts, each of which, when executed and delivered, shall be deemed an original, and all of which together shall constitute the same agreement.
Section 5.    Entire Agreement
The Transaction Support Agreement, as amended by this Amendment, constitutes the entire agreement among the Parties regarding the subject matter thereof and hereof and supersedes any prior agreements, including any deemed agreements, among the Parties regarding the subject matter thereof and hereof, other than the Coordination Agreement.
Section 6.    Governing Law; Jurisdiction; Selection of Forum; Waiver of Trial by Jury
THIS AMENDMENT IS TO BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF. Each Party hereto (a) shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement, to the extent possible, in either the United States District Court for the Southern District of New York or any New York State court sitting in New York City (the “Chosen Courts”), and solely in connection with claims arising under this Agreement; (b) irrevocably submits to the exclusive jurisdiction of the Chosen Courts; (c) waives any objection to laying venue in any such action or proceeding in the Chosen Courts; and (d) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party hereto. Each party hereto irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

[Signature pages follow]







IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed and delivered by their respective duly authorized officers or other agents, solely in their respective capacity as officers or other agents of the undersigned and not in any other capacity, as of the Amendment Effective Date.


CARVANA CO.
By: /s/ Paul Breaux
Name: Paul Breaux
Title: Vice President, General Counsel and Secretary


CARVANA GROUP, LLC
By: /s/ Paul Breaux
Name: Paul Breaux
Title: Vice President, General Counsel and Secretary




























[Signature Page to First Amendment to Transaction Support Agreement]



IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date first written above.


APOLLO CAPITAL MANAGEMENT, L.P.,
on behalf of one or more investment funds, separate accounts, and other entities owned (in whole or in part), controlled, managed, and/or advised by it and its affiliates
By: Apollo Capital Management GP, LLC, its general partner
By: /s/ William B. Kuesel
Name: William B. Kuesel
Title: Vice President






























[Signature Page to First Amendment to Transaction Support Agreement]



IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date first written above.


DAVIDSON KEMPNER CAPITAL MANAGEMENT LP
By: /s/ Gabriel T. Schwartz
Name: Gabriel T. Schwartz
Title: Co-Deputy Executive Managing Member











































[Signature Page to First Amendment to Transaction Support Agreement]



IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date first written above.


KNIGHTHEAD CAPITAL MANAGEMENT LLC,
on behalf of certain funds and accounts it manages and/or advises
By: /s/ Laura L. Torrado
Name: Laura L. Torrado
Title: General Counsel


































[Signature Page to First Amendment to Transaction Support Agreement]



IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date first written above.


PACIFIC INVESTMENT MANAGEMENT COMPANY LLC,
as investment manager, adviser or sub-adviser on behalf of the funds and/or accounts listed on Schedule I1 below, solely in their capacity as holders of Carvana Notes:
By: /s/ Alfred T. Murata
Name: Alfred T. Murata
Title: Managing Director

[Schedule I has been intentionally omitted.]











1 The obligations arising out of this agreement are several and not joint with respect to each participating find or account, in accordance with its proportionate interest hereunder, and the parties agree not to proceed against any fluid or account for the obligations of another. To the extent a fund or account is a registered investment company (“Trust”) or a series thereof, a copy of the Declaration of Trust of such Trust is on file with the Secretary of State of The Commonwealth of Massachusetts or Secretary of State of the State of Delaware. The obligations of or arising out of this agreement are not binding upon any of such Trust’s trustees, officers, employees, agents or share fund or accounts individually, but are binding solely upon the assets and property of the Trust in accordance with its proportionate interest hereunder. If this agreement is executed by or on behalf of a Trust on behalf of one or more series of the T rust, the assets and liabilities of each series of the Trust are separate and distinct and the obligations of or arising out of this agreement are binding solely upon the assets or property of the series on whose behalf this agreement is executed. If this agreement is being executed on behalf of more than one series of a Trust, the obligations of each series hereunder shall be several and not joint, in accordance with its proportionate interest hereunder, and the parties agree not to proceed against any series for the obligations of another.

PIMCO Finds: Global Investors Series pic is an Irish umbrella company with segregated liability between sub-fluids. As a result, as a matter of Irish law. any liability attributable to a particular sub-fund may only be discharged out of the assets of that sub-fund and the assets of other sub-funds may not be used to satisfy the limited liability of that sub-fund.

To the extent a fund or account is a trust established under the laws of a province or territory of Canada (a “Canadian Trust”), the obligations of or arising out of this agreement are not binding upon (i) the Canadian Trust’s trustee or investment fund manager, (ii) any officer, director, employee or agent of the Canadian T rust’s trustee or investment fluid manager, or (iii) any unitfund or account of the Canadian T rust, but are binding solely upon the property of the Canadian Trust in accordance with its proportionate interest hereunder.

The obligations of or arising out of this agreement are not binding upon the trustee of PIMCO Bermuda Trust. PIMCO Bermuda Trust II. PIMCO Bermuda Trust IV (the “Bermuda Trusts”), PIMCO Cayman Trust (“Cayman Trust”) or any officer, director, employee, agent or servant or any other person appointed by the trustee. or unitfund or accounts individually, but are binding solely upon the assets and property of the Bermuda T rusts and Cayman T rust in accordance with their proportionate interest hereunder. If this agreement is executed by or on behalf of the Bermuda T rusts and Cayman T rust on behalf of one or more series of the Bermuda Trusts and Cayman Trust, the assets and liabilities of each series of the Bermuda Trust sand Cayman Trust are separate and distinct and the obligations of or arising out of this agreement are binding solely upon the assets or property of the series on whose behalf this agreement is executed.




[Signature Page to First Amendment to Transaction Support Agreement]



IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date first written above.


Oaktree Opportunities Fund XI Holdings (Delaware), L.P.
Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.
By: Oaktree Fund GP, LLC – Its: General Partner
By: Oaktree Fund GP I, L.P. – Its: Managing Member
By: /s/ Ross Rosenfelt
Name: Ross Rosenfelt
Title: Authorized Signatory
By: /s/ Henry Orren
Name: Henry Orren
Title: Authorized Signatory
Oaktree Opps XI Holdco, Ltd.
By: Oaktree Capital Management, L.P. – Its: Director
By: /s/ Ross Rosenfelt
Name: Ross Rosenfelt
Title: Authorized Signatory
By: /s/ Henry Orren
Name: Henry Orren
Title: Authorized Signatory











[Signature Page to First Amendment to Transaction Support Agreement]



IN WITNESS WHEREOF, the Parties have duly executed and delivered this Agreement as of the date first written above.


REDWOOD CAPITAL MANAGEMENT, LLC
By: /s/ Sean Sauler
Name: Sean Sauler
Title: Deputy CEO




































[Signature Page to First Amendment to Transaction Support Agreement]




TACONIC MASTER FUND 1.5 LP
By: Taconic Capital Advisors L.P.
By: /s/ Erin Rota
Name: Erin Rota
Title: Deputy General Counsel






































[Signature Page to First Amendment to Transaction Support Agreement]



TACONIC OPPORTUNITY MASTER FUND LP
By: Taconic Capital Advisors L.P.
By: /s/ Erin Rota
Name: Erin Rota
Title: Deputy General Counsel














































[Signature Page to First Amendment to Transaction Support Agreement]



TACONIC PARADIGM MASTER FUND LP
By: Taconic Capital Advisors L.P.
By: /s/ Erin Rota
Name: Erin Rota
Title: Deputy General Counsel






































[Signature Page to First Amendment to Transaction Support Agreement]



TACONIC MARKET DISLOCATION MASTER FUND III (CAYMAN) L.P.
By: Taconic Capital Advisors L.P.
By: /s/ Erin Rota
Name: Erin Rota
Title: Deputy General Counsel





































[Signature Page to First Amendment to Transaction Support Agreement]



IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date first written above.


DIAMETER CAPITAL PARTNERS LP,
on behalf of one or more of its investment funds
By: /s/ Shailini Rao
Name: Shailini Rao
Title: General Counsel & CCO



































[Signature Page to First Amendment to Transaction Support Agreement]



BLACKBARN CAPITAL PARTNERS LP
By: /s/ Jeremy Edelstein
Name: Jeremy Edelstein
Title: Chief Operating Officer








































[Signature Page to First Amendment to Transaction Support Agreement]



SENATOR GLOBAL OPPORTUNITY MASTER FUND LP
By: /s/ Evan Gartenlaub
Name: Evan Gartenlaub
Title: Authorized Person of its General Partner







































[Signature Page to First Amendment to Transaction Support Agreement]



IN WITNESS WHEREOF, the Parties have duly executed and delivered this Agreement as of the date first written above.


KING STREET ACQUISITION COMPANY, L.L.C.
By: King Street Capital Management, L.P.
Its Manager
By: /s/ Howard Baum
Name: Howard Baum
Title: Director of Operations






































[Signature Page to First Amendment to Transaction Support Agreement]



IN WITNESS WHEREOF, the Parties have duly executed and delivered this Agreement as of the date first written above.


KING STREET GLOBAL DRAWDOWN FUND, L.P.
By: King Street Capital Management, L.P.
Its Investment Manager
By: /s/ Howard Baum
Name: Howard Baum
Title: Director of Operations







































[Signature Page to First Amendment to Transaction Support Agreement]



Exhibit F

Exchange Offer Consideration Allocation

Exhibit F1
Exchange Consideration Allocation
Tranche Face Market Price Exchange Ratio Exchange Price Cash Price Takeback Paper Cash
2025s $ 500  87.3  % —x —  % 85.0  % $ —  $ 425 
2027s 600  67.8  % 1.13x 76.7  % —  % 460  — 
2028s 600  59.0  % 1.13x 66.8  % —  % 401  — 
2029s 750  57.4  % 1.13x 65.0  % —  % 488  — 
2030s 3,275  78.9  % 1.13x 89.3  % —  % 2,926  — 
Total $ 5,725  $ 4,275  $ 425 


Existing Bonds Consideration at Par
Tranche Face Market Cash Tranche 1 Tranche 2 Tranche 3 % of Face % of Market
2025s $ 500  $ 436  $ 425  $ —  $ —  $ —  85.0  % 97.4  %
2027s 600  407  —  108  162  191  76.7  % 113.2  %
2028s 600  354  —  94  141  166  66.8  % 113.2  %
2029s 750  431  —  114  171  202  65.0  % 113.2  %
2030s 3,275  2,585  —  684  1,027  1,215  89.3  % 113.2  %
Total $ 5,725  $ 4,212  $ 425  $ 1,000  $ 1,500  $ 1,775  82.1  % 111.6  %




1 Totals may not foot due to rounding.

EX-99.1 3 ex991coupev2exchangelaunch.htm EX-99.1 Document

Exhibit 99.1
picture1_carvanalogo.jpg

News Release

Carvana Co. Launches Private Exchange Offers, Cash Tender Offer and Consent Solicitations Relating to Existing Notes

PHOENIX - August 2, 2023 - Carvana Co. (NYSE: CVNA) (“Carvana” or the “Company”), the leading e-commerce platform for buying and selling used cars, announced today that it is offering noteholders the option to exchange their unsecured notes and receive new secured notes that would provide exchanging noteholders with collateral while reducing Carvana’s cash interest expense and total debt and maintaining significant flexibility for the Company. As previously announced, holders of more than 90% of the Company’s unsecured notes have committed to participate in this transaction.

Specifically, Carvana announced that it has commenced exchange offers (the “Exchange Offers”) pursuant to which Eligible Holders (as defined below) may exchange their outstanding 5.500% Senior Notes due 2027 (the “2027 Notes”), 5.875% Senior Notes due 2028 (the “2028 Notes”), 4.875% Senior Notes due 2029 (the “2029 Notes”) and 10.250% Senior Notes due 2030 (the “2030 Notes”, and, together with the 2027 Notes, the 2028 Notes and the 2029 Notes, the “Exchangeable Notes”) for up to an aggregate principal amount of $4.275 billion of the following three tranches of senior secured notes: (i) up to $1.0 billion of new 9.0%/12.0% Cash/PIK Senior Secured Notes due 2028 (the “New 2028 Notes”); (ii) up to $1.5 billion of new 11.0%/13.0% Cash/PIK Senior Secured Notes due 2030 (the “New 2030 Notes”); and (iii) up to $1.775 billion of new 9.0%/14.0% Cash/PIK Senior Secured Notes due 2031 (the “New 2031 Notes”) (tranches (i), (ii), and (iii) referred to collectively as the “New Secured Notes”) issued by the Company, pursuant to the terms and conditions described in an Exchange Offer Memorandum and Consent Solicitation Statement, dated August 2, 2023 (the “Exchange Offer Memorandum”).

Concurrently with, but separately from, the Exchange Offers, the Company has commenced a $425.0 million cash offer (the “Cash Tender Offer” and, together with the Exchange Offers, the “Offers”) to purchase any and all of the Company’s outstanding 5.625% Senior Notes due 2025 (the “2025 Notes”, and together with the Exchangeable Notes, the “Existing Notes” and, each series, a “series of Existing Notes”) at a purchase price of 85.0% of the aggregate principal amount (or $850.00 per $1,000 of principal amount) of the 2025 Notes tendered for purchase, plus accrued and unpaid interest, if any, on the 2025 Notes repurchased to, but not including, the date of repurchase (the “Cash Tender Offer Consideration”). Tenders of 2025 Notes pursuant to the Cash Tender Offer prior to the Expiration Time (as defined below) will include the delivery of the related Consent (as defined below), which will be counted for purposes of meeting the Requisite Consents (as defined below) with respect to the Proposed Amendments (as defined below). The Cash Tender Offer will be funded with cash from the balance sheet and/or proceeds from sales under the Company’s “at-the-market offering” program or other equity offerings.

Simultaneously with the Offers for each series of Existing Notes, the Company is soliciting (with respect to each series of Existing Notes, a “Consent Solicitation” and, collectively, the “Consent Solicitations”), on the terms and subject to the conditions set forth in the Exchange Offer Memorandum, consents (with respect to each series of Existing Notes, a “Consent” and, collectively, the “Consents”) from Eligible Holders of Existing Notes to adopt certain proposed amendments (the “Proposed Amendments”) to the indentures governing the Existing Notes (each, an “Existing Indenture” and collectively, the “Existing Indentures”). The Proposed Amendments for each series of Existing Notes would eliminate substantially all of the restrictive covenants as well as certain events of default and related provisions therein applicable to such series of Existing Notes for which the applicable Proposed Amendments are adopted. The Proposed Amendments to each Existing Indenture governing a series of Existing Notes require the Consents of holders of a majority in aggregate principal amount of such series of Existing Notes outstanding (excluding any Existing Notes held by the Company or its affiliates) (with respect to each series of Existing Notes, the “Requisite Consents”). Any Eligible Holder who tenders Existing Notes pursuant to an Exchange Offer or the Cash Tender Offer must also deliver a corresponding Consent to all of the Proposed Amendments for such series of Existing Notes pursuant to the related Consent Solicitation.



Eligible Holders may not deliver Consents without tendering their Existing Notes in the Offers.

The New Secured Notes will be issued under three separate indentures (the “New Secured Notes Indentures”) governing each series of the New Secured Notes, and each series will be fully and unconditionally guaranteed on a senior basis, jointly and severally, by the Company and by the subsidiaries of the Company (other than any subsidiary that constitutes an “immaterial subsidiary”, “captive insurance subsidiary”, “securitization subsidiary” or “permitted joint venture”), which, as of the settlement date for the Exchange Offers will include, without limitation, the subsidiaries that guarantee the Existing Notes as well as certain ADESA subsidiaries and certain other subsidiaries (collectively, the “Guarantors”).

The New Secured Notes and the guarantees will be secured by (i) second-priority liens on certain assets and property of Carvana, LLC pledged in favor of Ally Bank (Ally Capital in Hawaii, Mississippi, Montana and New Jersey) and Ally Financial Inc. (collectively, the “Ally Parties”) under our existing and future vehicle inventory financing and security agreements with the Ally Parties (such existing and future vehicle inventory financing and security agreements, collectively, the “Floor Plan Facility”), including certain automobiles, vans and light duty trucks that are not manufactured for a particular commercial purpose, accounts and general intangibles, chattel paper, certain deposit accounts and all cash, cash equivalents, or other collections in such deposit accounts, and, in each case, proceeds thereof (the “Ally Collateral”), subject to certain exclusions (such Ally Collateral (other than the deposit accounts and certain excluded assets), the “Shared Ally Collateral”) and (ii) first-priority liens on certain assets and property of the Company and the Guarantors that do not constitute Shared Ally Collateral, including accounts, chattel paper, deposit accounts, securities accounts, commodity accounts, documents, equipment, general intangibles, goods, fixtures, instruments, inventory, investment property, books and records, cash and cash equivalents, letter of credit rights, intellectual property, commercial tort claims, securities entitlements, real property, and proceeds thereof (such assets and property of the Company and the Guarantors under this clause (ii), the “First Lien Collateral” and together with the Shared Ally Collateral, in each case, securing the New Secured Notes and guarantees, together with the assets and property of any other person that becomes a grantor after the settlement date in accordance with the New Secured Notes Indentures or the related collateral documents executed in connection therewith, the “Collateral”, subject to certain exclusions, materiality thresholds, permitted liens and other qualifications as more fully described in (x) the New Secured Notes Indentures and the related security agreements, (y) the intercreditor agreement among parties with liens on the Shared Ally Collateral and (z) any other intercreditor agreement permitted or required under the New Secured Notes Indentures.

The New Secured Notes and the guarantees will be: (i) general senior secured obligations of the Company and the guarantors, (ii) pari passu in right of payment with any existing and future senior indebtedness of the Company and the guarantors, including the obligations of Carvana, LLC under the Floor Plan Facility with the Ally Parties and of the Company and the guarantors under the Existing Notes; provided, however, that to the extent a “Default” under the Floor Plan Facility has occurred and is continuing or if a “Default” has occurred and is continuing immediately before or after the making of any payment on the New Secured Notes or would be expected to result therefrom and any of the Ally Parties have provided written notice of such “Default” to the Collateral Agent, such payments on the New Secured Notes (including payments of principal, premium, interest and/or fees) with Shared Ally Collateral (or the proceeds thereof) will be prohibited or subject to turnover if the Ally Parties provide notice of a “Default” after such payment is made (the foregoing proviso, the “Ally Payment Prohibition”); (iii) pari passu in lien priority as to the Collateral of the grantors thereof with respect to indebtedness secured on a pari passu basis incurred on and after the settlement date (which, as of the settlement date, will include the New 2028 Notes, the New 2030 Notes and the New 2031 Notes); (iv) senior in right of payment to any existing and future indebtedness that is structurally and/or contractually subordinated in right of payment to the New Secured Notes, which includes indebtedness under the Existing Notes with respect to the New Secured Notes guarantees of the ADESA guarantors and the other guarantors that are not guarantors under the Existing Indentures, subject in all respects to the Ally Payment Prohibition; (v) effectively senior to all existing and future unsecured and junior lien indebtedness of the Company and the guarantors to the extent of the value of the Collateral, subject in all respects to the Ally Payment Prohibition; (vi) effectively subordinated to indebtedness that is secured by assets that do not secure the New Secured Notes or the guarantees or that is secured by assets or property that have priority or priming liens on the Collateral, including liens held by the Ally Parties, to the extent of the value of the assets or property subject to such other liens; and (vii) structurally subordinated to all indebtedness and other liabilities of our subsidiaries that do not guarantee the New Secured Notes.




The New 2028 Notes will bear cash interest at a rate of 9.0% per annum payable semi-annually in arrears. Interest for the first two interest payment dates will be paid in kind at a rate of 12.0% per annum. Interest for the third and fourth interest payment dates may, at the Company’s option, be paid in kind at a rate of 12.0% per annum or in cash at a rate of 9.0% per annum. Thereafter, interest will be payable solely in cash at a rate of 9.0% per annum.

The New 2030 Notes will bear cash interest at a rate of 9.0% per annum payable semi-annually in arrears. Interest for the first two interest payment dates will be paid in kind at a rate of 13.0% per annum. Interest for the third and fourth interest payment dates may, at the Company’s option, be paid in kind at a rate of 13.0% per annum or in cash at a rate of 11.0% per annum. Thereafter, interest will be payable solely in cash at a rate of 9.0% per annum.
The New 2031 Notes will bear interest at a rate of 9.0% per annum payable semi-annually in arrears. Interest for the first four interest payment dates shall be paid solely in kind at a rate of 14.0% per annum, Thereafter, interest will be payable solely in cash at a rate of 9.0% per annum.

The following table describes certain terms of the Offers:

Title of Existing Notes
CUSIP Number(1)
Principal Amount Outstanding
Consideration (which includes consideration for accompanying Consents delivered pursuant to the Consent Solicitations)(2)(3)
5.625% Senior Notes due 2025(3)(a)
146869AB8/U1468GAC8 $ 500,000,000  $
850.00 of Cash(a)
5.500% Senior Notes due 2027(b)
146869AF9/U1468GAE4 $ 600,000,000  $
 767.38 of New Secured Notes(b)
5.875% Senior Notes due 2028(c)
146869AD4/U1468GAD6 $ 600,000,000  $
 668.00 of New Secured Notes(c)
4.875% Senior Notes due 2029(d)
146869AH5/U1468GAF1 $ 750,000,000  $
 650.08 of New Secured Notes(d)
10.250% Senior Notes due 2030(e)
146869AJ1/U1468GAG9 $ 3,275,000,000  $
 893.50 of New Secured Notes(e)

(1)No representation is made as to the correctness or accuracy of the CUSIP numbers listed in this press release or printed on the Existing Notes. CUSIPs are provided solely for convenience.
(2)Consideration in the form of principal amount of the three series of New Secured Notes per $1,000 principal amount of such Exchangeable Notes that are validly tendered and accepted for exchange and accompanying Consents delivered pursuant to the Consent Solicitations, subject to any rounding as described herein. In addition to the New Secured Notes, all Eligible Holders of Exchangeable Notes accepted for exchange pursuant to the Exchange Offers on the settlement date of the Exchange Offers (the “Settlement Date”) will also be paid a cash amount equal to any accrued and unpaid interest for such series of Exchangeable Notes from the last interest payment date for such series of Exchangeable Notes to, but not including, the Settlement Date (with respect to each series of Exchangeable Notes, the “Accrued Interest”). Note that the exchange consideration described in this note (2) will not be paid in case of tenders by the Eligible Holders of the 2025 Notes, which will be subject to the Cash Tender Offer.
(3)Simultaneous with, but separate from the Exchange Offers, we are hereby commencing the Cash Tender Offer for any and all of the outstanding 2025 Notes, which Cash Tender Offer is coupled with the solicitation of the Consents of the Eligible Holders of the outstanding 2025 Notes with respect to the Proposed Amendments with respect to the indenture governing the 2025 Notes. Eligible Holders who tender their 2025 Notes in the Cash Tender Offer will receive the Cash Tender Offer Consideration.
(a)For each $1,000 principal amount of 2025 Notes validly tendered for cash purchase in the Cash Tender Offer prior to the Expiration Time, Eligible Holders will be eligible to receive $850.00 of cash. Assuming 100% participation, Eligible Holders of the 2025 Notes will receive an aggregate of $425.0 million of cash consideration in respect of the 2025 Notes tendered.
(b)For each $1,000 principal amount of 2027 Notes validly tendered for exchange in the Exchange Offer for the 2027 Notes prior to the Expiration Time, Eligible Holders will be eligible to receive (i) $179.50514698 principal amount of the New 2028 Notes, (ii) $269.25772047 principal amount of the New 2030 Notes, (iii) $318.62163589 principal amount of the New 2031 Notes. Assuming 100% participation by the holders, we will issue $107,703,088.19 of the New 2028 Notes, $161,554,632.28 of the New 2030 Notes and $191,172,981.53 of the New 2031 Notes in respect of the 2027 Notes tendered.



(c)For each $1,000 principal amount of 2028 Notes validly tendered for exchange in the Exchange Offer for the 2028 Notes prior to the Expiration Time, Eligible Holders will be eligible to receive (i) $156.25775909 principal amount of the New 2028 Notes, (ii) $234.38663864 principal amount of the New 2030 Notes, (iii) $277.35752239 principal amount of the New 2031 Notes. Assuming 100% participation by the holders, we will issue $93,754,655.45 of the New 2028 Notes, $140,631,983.18 of the New 2030 Notes and $166,414,513.43 of the New 2031 Notes in respect of the 2028 Notes tendered.

(d)For each $1,000 principal amount of 2029 Notes validly tendered for exchange in the Exchange Offer for the 2029 Notes prior to the Expiration Time, Eligible Holders will be eligible to receive (i) $152.06440115 principal amount of the New 2028 Notes, (ii) $228.09660172 principal amount of the New 2030 Notes, (iii) $269.91431204 principal amount of the New 2031 Notes. Assuming 100% participation by the holders, we will issue $114,048,300.86 of the New 2028 Notes, $171,072,451.29 of the New 2030 Notes and $202,435,734.03 of the New 2031 Notes in respect of the 2029 Notes tendered.

(e)For each $1,000 principal amount of 2030 Notes validly tendered for exchange in the Exchange Offer for the 2030 Notes prior to the Expiration Time, Eligible Holders will be eligible to receive (i) $209.00578794 principal amount of the New 2028 Notes, (ii) $313.50868191 principal amount of the New 2030 Notes, (iii) $370.98527359 principal amount of the New 2031 Notes. Assuming 100% participation by the holders, we will issue $684,493,955.50 of the New 2028 Notes, $1,026,740,933.26 of the New 2030 Notes and $1,214,976,771.01 of the New 2031 Notes in respect of the 2030 Notes tendered.

Each Offer and Consent Solicitation will expire at 5:00 pm, New York City time, on August 30, 2023, or any other date and time to which the Company extends such date and time in its sole discretion (such date and time for such Offer and Consent Solicitation, as each may be extended, the “Expiration Time”), unless earlier terminated. Eligible Holders that validly tender their Existing Notes prior to the Expiration Time will be eligible to receive the applicable consideration set forth in the table above.

The Company will (i) exchange any Exchangeable Notes that have been validly tendered at or prior to the Expiration Time and that are accepted for exchange, subject to all conditions to such Exchange Offer having been either satisfied or waived by Carvana, within five business days following the Expiration Time or as promptly as practicable thereafter and (ii) pay for any 2025 Notes that have been validly tendered at or prior to the Expiration Time and that are accepted for purchase, in each case, subject to all conditions to the Cash Tender Offer and such Consent Solicitation having been either satisfied or waived by the Company, within five business days following the Expiration Time.

Each Offer and Consent Solicitation is a separate offer and solicitation as applicable, and each may be individually amended, extended, terminated or withdrawn, subject to certain conditions and applicable law, at any time in the Company’s sole discretion, and without amending, extending, terminating or withdrawing any other Offer or Consent Solicitation. No Offer is conditioned upon the consummation of any other Offer or Consent Solicitation.

The Company is not offering withdrawal or revocation rights in connection with any of the Offers or Consent Solicitations. As a result, any tender of Existing Notes and delivery of the related Consents will be final and irrevocable.

Notwithstanding any other provision of the Offers, the Company’s obligation to accept and exchange or purchase for cash any of the Existing Notes validly tendered pursuant to the Offers is subject to the satisfaction or waiver of certain conditions, including the receipt of the consents from the Ally Parties with respect to the arrangements with the Ally Parties or relating to the ability of the Company to provide for the imposition of certain additional liens on the Collateral, which consent must be satisfactory in all respects to the Company, and the Company expressly reserves the right to terminate any or all Offers and/or Consent Solicitations at any time, subject to applicable law.

The Offers and Consent Solicitations are being made, and the New Secured Notes are being offered, only to holders of the Existing Notes who are either (a) persons other than “U.S. persons” as defined in Regulation S, and who agree to purchase the New Secured Notes outside of the United States, and who are otherwise in compliance with the requirements of Regulation S; (b) persons who are reasonably believed to be “qualified institutional buyers” as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and to whom the New Secured Notes are offered in the United States in a transaction not involving a public offering, pursuant to Section 4(a)(2) of the Securities Act; or (c) with respect to persons who do not meet the conditions set forth in the foregoing clauses (a) and (b), such persons that are solely tendering 2025 Notes for cash consideration in connection with the Cash Tender Offer. A person in, or subject to the securities laws of any province or territory of Canada, must be a resident of one of the Provinces of Ontario, Quebec or Alberta and both an “accredited investor” and a “permitted client”, as such terms are defined under Canadian securities laws in order to be eligible to participate in the Exchange Offers.



The holders of Existing Notes who have certified to the Company that they are eligible to participate in the Offers and Consent Solicitations pursuant to at least one of the foregoing conditions are referred to as “Eligible Holders.” Eligible Holders may go to www.dfking.com/carvana to confirm their eligibility.

Full details of the terms and conditions of the Offers and Consent Solicitations are described in the Exchange Offer Memorandum. The Offers and Consent Solicitations are only being made pursuant to, and the information in this press release is qualified in its entirety by reference to, the Exchange Offer Memorandum, which is being made available to Eligible Holders of the Existing Notes. Eligible Holders of the Existing Notes are encouraged to read the Exchange Offer Memorandum, as it contains important information regarding the Offers and Consent Solicitations. This press release is neither an offer to purchase nor a solicitation of an offer to buy any Existing Notes in the Offers.

Requests for the Exchange Offer Memorandum and other documents relating to the Offers may be directed to D.F. King & Co., Inc., the exchange agent and information agent for the Offers, toll free at (800) 967-5079 or toll at (212) 269-5550.

None of the Company, any of its subsidiaries or affiliates, or any of their respective officers, boards of directors, members or managers, Moelis & Company LLC, as dealer manager and solicitation agent, the exchange agent and information agent or the trustee of the Existing Notes or the New Secured Notes is making any recommendation as to whether Eligible Holders should tender any Existing Notes in response to the Offers or Consent to the Proposed Amendments, and no one has been authorized by any of them to make such a recommendation.

The Offers are not being made to Eligible Holders of the Existing Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the Offers are required to be made by a licensed broker or dealer, the Offers will be deemed to be made on behalf of the Company by the dealer manager, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

The New Secured Notes have not been and will not be registered under the Securities Act, or any state securities laws and may not be offered or sold in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. This press release shall not constitute an offer to sell or a solicitation of an offer to buy the Existing Notes or the New Secured Notes in the United States and shall not constitute an offer, solicitation or sale of the New Secured Notes in any jurisdiction where such offering or sale would be unlawful. There shall not be any sale of the New Secured Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

About Carvana (NYSE: CVNA)

Carvana (NYSE: CVNA) is the industry pioneer for buying and selling used vehicles online. Carvana believes that it is the fastest growing used automotive retailer in U.S. history. Its proven, customer-first ecommerce model has positively impacted millions of people’s lives through more convenient, accessible and transparent experiences. Carvana.com allows someone to purchase a vehicle from the comfort of their home, completing the entire process online, benefiting from a 7-day money back guarantee, home delivery, nationwide inventory selection and more. Customers also have the option to sell or trade-in their vehicle across all Carvana locations, including its patented Car Vending Machines, in more than 300 U.S. markets. Carvana brings a continued focus on people-first values, industry-leading customer care, technology and innovation, and is the No. 2 automotive brand in the U.S., only behind Ford, on the Forbes 2022 Most Customer-Centric Companies List. Carvana is one of the four fastest companies to make the Fortune 500.

Carvana also encourages investors to visit its Investor Relations website as financial and other company information is posted.




Note Regarding Forward-Looking Statements

These forward-looking statements reflect Carvana’s current intentions, expectations or beliefs regarding the proposed Offers and Consent Solicitations. 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, including, among others, short-term and long-term liquidity; expectations regarding our operational and efficiency initiatives, our strategy, expected gross profit per unit, forecasted results, and expectations regarding the effect of Carvana’s actions to improve performance. 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. Among these factors are risks related to: the volatility of the trading price of our Class A common stock; the impact on our business from the larger automotive ecosystem and macroeconomic conditions, including consumer demand, global supply chain challenges, heightened inflation and rising interest rates; our ability to raise additional capital, the quality of the financial markets, and our substantial indebtedness; our history of losses and ability to achieve or maintain profitability in the future; our ability to sell loans into the market; the seasonal and other fluctuations in our quarterly operating results; our ability to compete in the highly competitive industry in which we participate; the changes in prices of new and used vehicles; our ability to sell our inventory expeditiously; and the other risks identified under the “Risk Factors” section in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, Quarterly Report on Form 10-Q for the second quarter of 2023 and documentation relating to the Exchange Offers and Consent Solicitations (such as the Exchange Offer Memorandum). 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, except as required by law.

Contact:

Investor Relations:
Carvana
Mike Mckeever
investors@carvana.com

Media Contact:
Carvana
Kristin Thwaites
press@carvana.com