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Carvana Co. - Exchange Offer - Launch

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a condition that a minimum of $500,000,000 aggregate principal amount of Existing Notes be validly tendered and not withdrawn in the Exchange Offers (the “Minimum Participation Condition”).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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