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Carvana Co. - Exchange Offer - Extension and Update

Carvana Co. Announces Extension of Private Exchange Offers, Withdrawal Deadline and Early Exchange Premium


17 MAY 2023


Full announcement including disclaimers and offer restrictions available via Businesswire


"PHOENIX--(BUSINESS WIRE)--Carvana Co. (NYSE: CVNA) (“Carvana” or the “Company”), the leading e-commerce platform for buying and selling used cars, today announced that it has extended the expiration date and withdrawal deadline for each of its previously announced offers to exchange (each an “Exchange Offer” and, collectively, the “Exchange Offers”) its outstanding existing notes listed below (the “Existing Notes”) for up to an aggregate principal amount of $1,000,000,000 (subject to increase or decrease by the Company) of new 9.0%/12.0% Cash/PIK Toggle Senior Secured Second Lien Notes due 2028 (the “New Secured Notes”) issued by the Company.


The Exchange Offers, which were scheduled to expire at 5:00 p.m., New York City time, on Wednesday, May 17, 2023, have been extended until 5:00 p.m., New York City time, on June 1, 2023 (the “New Expiration Time”), unless further extended. The withdrawal deadline for each of the Exchange Offers (the “Withdrawal Deadline”) has been extended from 5:00 p.m., New York City time, on April 4, 2023, to 5:00 p.m., New York City time, on May 24, 2023.


Additionally, eligible holders who validly tender Existing Notes at or prior to the New Expiration Time will be eligible to receive the Early Exchange Premium, as set forth in the table below. Any Existing Notes validly tendered prior to the New Expiration Time and accepted by the Company will receive the Total Consideration, as set forth in the table below.

Other than the extension of the Exchange Offers, Withdrawal Deadline and Early Exchange Premium, all other terms and conditions of the Exchange Offers set forth in the Exchange Offer Memorandum distributed to eligible holders, dated March 22, 2023 (the “Exchange Offer Memorandum”), as amended by the News Releases issued April 19, 2023 and May 3, 2023, remain unchanged.


The following table sets forth the pricing terms of the Exchange Offers:



  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. They are provided solely for convenience.

  2. Consideration in the form of principal amount of New Secured Notes per $1,000 principal amount of Existing Notes that are validly tendered and accepted for exchange, subject to any rounding as described in the Exchange Offer Memorandum. In addition to the Exchange Consideration and the Early Exchange Premium (together the “Total Consideration”), all eligible holders of Existing Notes accepted for exchange pursuant to the Exchange Offers within five business days following the New Expiration Date or as promptly as practicable thereafter (the “New Settlement Date”) will also be paid a cash amount equal to any accrued and unpaid interest for such series of Existing Notes from the last interest payment date for such series of Existing Notes to, but not including, the New Settlement Date.

  3. The Early Exchange Premium will be payable to Eligible Holders who validly tender and do not withdraw Existing Notes at or prior to the New Expiration Time.

  4. Includes the Early Exchange Premium for Existing Notes tendered for exchange and not validly withdrawn at or prior to the New Expiration Time."

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CARVANA CO. ANNOUNCES EXTENSION OF PRIVATE EXCHANGE OFFERS, INCREASE IN EXCHANGE CONSIDERATION RELATING TO EXISTING 2025 NOTES AND EXTENSION OF EARLY EXCHANGE PREMIUM


19 APRIL 2023


Full announcement including disclaimers and offer restrictions available via Cavana


"PHOENIX--(BUSINESS WIRE)-- Carvana Co. (NYSE: CVNA) (“Carvana” or the “Company”), the leading e-commerce platform for buying and selling used cars, today announced that it has extended the expiration date for each of its previously announced offers to exchange (each an “Exchange Offer” and, collectively, the “Exchange Offers”) its outstanding existing notes listed below (the “Existing Notes”) for up to an aggregate principal amount of $1,000,000,000 (subject to increase or decrease by the Company) of new 9.0%/12.0% Cash/PIK Toggle Senior Secured Second Lien Notes due 2028 (the “New Secured Notes”) issued by the Company.

The Exchange Offers, which were originally scheduled to expire at 5:00 p.m., New York City time, on Wednesday, April 19, 2023, have been extended until 5:00 p.m., New York City time, on May 3, 2023 (the “New Expiration Time”), unless further extended. As the withdrawal deadline has passed, Existing Notes tendered in the Exchange Offers may not be withdrawn.

Additionally, eligible holders who validly tender Existing Notes at or prior to the New Expiration Time will be eligible to receive the Early Exchange Premium, as set forth in the table below. Furthermore, the Exchange Offer relating to the Company’s 5.625% Senior Notes due 2025 (the “2025 Notes Exchange Offer”) has been amended to increase its exchange consideration, as set forth in the table below (the “New Exchange Consideration”). Any Existing Notes validly tendered prior to the New Expiration Time and accepted by the Company will receive the Total Consideration as set forth in the table below.

Other than the extension of the Exchange Offers and Early Exchange Premium and the New Exchange Consideration, all other terms and conditions of the Exchange Offers set forth in the Exchange Offer Memorandum distributed to eligible holders, dated March 22, 2023 (the “Exchange Offer Memorandum”), remain unchanged.

The following table sets forth the amended pricing terms of the Exchange Offers:

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Carvana Co. Announces Private Exchange Offers Relating to Existing Notes


22 MARCH 2023


Full announcement including disclaimers and offer restrictions available via SEC


"PHOENIX - March 22, 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 at a premium to current trading prices and receive new secured notes that would provide exchanging noteholders with collateral while reducing Carvana’s cash interest expense and maintaining significant flexibility for the Company.


Specifically, Carvana announced that it has commenced exchange offers (the “Exchange Offers”) to exchange its outstanding existing notes listed below (the “Existing Notes”) for up to an aggregate principal amount of $1,000,000,000 (subject to increase or decrease by the Company, the “Maximum Amount”) of new 9.0%/12.0% Cash/PIK Toggle Senior Secured Second Lien Notes due 2028 (the “New Secured Notes”) issued by the Company, pursuant to the terms and conditions described in an Exchange Offer Memorandum, dated March 22, 2023 (the “Exchange Offer Memorandum”), including a condition that a minimum of $500,000,000 aggregate principal amount of Existing Notes be validly tendered and not withdrawn in the Exchange Offers (the “Minimum Participation Condition”).


The New Secured Notes will be fully and unconditionally guaranteed on a senior basis, jointly and severally, by Carvana Group, LLC, Carvana, LLC, Carvana Co. Sub LLC, Carvana Operations HC LLC and Carvana FAC, LLC (collectively, the “Guarantors”). With the exception of Carvana FAC, LLC (“FinCo”), all of the Guarantors are the same entities that guarantee the Existing Notes. FinCo will become a guarantor under the Existing Notes concurrently with the consummation of the Exchange Offers."


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The following table describes certain terms of the Exchange Offers:


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