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Carvana Co. - Private Exchange/Tender/Consent Offer - Launch

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


02 AUGUST 2023


Full announcement including disclaimers and offer restrictions available via Source: Carvana


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.

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"The following table describes certain terms of the 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. 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.


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***PREVIOUS OFFER DETAILS BELOW***

 

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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