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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): July 27, 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 classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, Par Value $0.001 Per ShareCVNANew 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 (§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 7.01 Regulation FD Disclosure.

On July 27, 2023, Carvana Co. (the “Company”) announced that it has raised $225 million under the Company’s “at-the-market offering” program (the “Equity Raise”). A copy of the press release announcing the Equity Raise described above is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

The information furnished pursuant to Item 7.01 of this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under Securities Act of 1933, as amended or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.Description
104Cover Page Interactive Data File - the cover page XBRL tags are 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:
July 27, 2023
CARVANA CO.
By:
/s/ Mark Jenkins
Name:
Mark Jenkins
Title:
Chief Financial Officer



Exhibit 99.1
picture1_carvanalogoa.jpg

News Release

CARVANA FULLY SATISFIES PUBLIC ISSUANCE REQUIREMENTS OF PREVIOUSLY ANNOUNCED EXCHANGE OFFER TRANSACTION SUPPORT AGREEMENT, RAISING $225 MILLION THROUGH AT-THE-MARKET EQUITY OFFERING PROGRAM

PHOENIX – July 27, 2023 – Carvana Co. (“Carvana” or the “Company”), the fastest growing used car dealer in U.S. history, today announced that it has raised $225 million through the issuance of approximately 4.9 million shares through its at-the-market equity offering program (“ATM”), fully satisfying the public equity requirement of its exchange offer transaction support agreement (“TSA”). The TSA, which was announced last week, provides significant financial flexibility to Carvana including reducing required cash interest expense by more than $430 million for the next two years, extending maturities, and lowering total debt outstanding by over $1.2 billion.

“We are pleased to announce that we have successfully raised $225 million through our at-the-market offering program, fulfilling the public issuance commitment of our exchange offer transaction support agreement,” said Mark Jenkins, Carvana’s Chief Financial Officer. “Our liquidity position is strong, and any further issuance under the program would be purely opportunistic. We have no plans for an underwritten equity offering at this time.”

Pursuant to the TSA, the Garcia party investors have agreed to purchase $126 million of equity securities from Carvana prior to twenty business days after the upcoming launch of the notes exchange offer, unless certain other conditions are met.

Citigroup Global Markets Inc. and Moelis & Company LLC served as joint sales agents under the ATM program.


About Carvana (NYSE: CVNA)
Carvana (NYSE: CVNA) is the industry pioneer for buying and selling used vehicles online. As 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 and for more information, please visit www.carvana.com and follow us @Carvana.

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

No Offer

This communication is not intended to and does not constitute an offer to sell, buy or subscribe for any securities or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. In particular, this communication is not an offer of securities for sale into the United States. No offer of securities shall be made in the United States absent registration under the Securities Act of 1933, as amended, or pursuant to an exemption from, or in a transaction not subject to, such registration requirements.



Note Regarding Forward-Looking Statements
These forward-looking statements reflect Carvana’s current intentions, expectations or beliefs regarding the proposed transactions. 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, statements we make regarding the transactions contemplated by the Support Agreement with holders of our senior notes; short-term and long-term liquidity; potential sales of our Class A common stock using the at-the-market program; 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: our inability to consummate the transactions contemplated by the Support Agreement as scheduled or at all; the volatility of the trading price of our Class A common stock, which can increase as a result of the issuance of equity pursuant to the Support Agreement and the use of the at-the-market program; 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 transactions (such as the Exchange Offer Memorandum and Consent Solicitation Statement). 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


v3.23.2
Cover
Jul. 27, 2023
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Jul. 27, 2023
Entity Registrant Name CARVANA CO.
Entity Incorporation, State or Country Code DE
Entity File Number 001-38073
Entity Tax Identification Number 81-4549921
Entity Address, Address Line One 300 E. Rio Salado Parkway
Entity Address, City or Town Tempe
Entity Address, State or Province AZ
Entity Address, Postal Zip Code 85281
City Area Code (602)
Local Phone Number 852-6604
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001690820
Amendment Flag false
Common Stock  
Document Information [Line Items]  
Title of 12(b) Security Class A Common Stock, Par Value $0.001 Per Share
Trading Symbol CVNA
Security Exchange Name NYSE
Preferred Stock Purchase Rights  
Document Information [Line Items]  
Title of 12(b) Security Preferred Stock Purchase Rights
Security Exchange Name NYSE
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