Attached files
| file | filename |
|---|---|
| EX-99.1 - SENIOR NOTES PRICING PRESS RELEASE - CARVANA CO. | exhibit991seniornotesp.htm |
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): September 14, 2018
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.) | ||||||
| 1930 W. Rio Salado Parkway | ||||||||
| Tempe, Arizona 85281 | ||||||||
| (Address of principal executive offices, including zip code) | ||||||||
(480) 719-8809
(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))
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 ý
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. ý
Item 8.01 Other Events.
On September 14, 2018, Carvana Co. (the “Company”) issued a press release announcing that it had priced the private placement of its 8.875% senior unsecured notes in an aggregate principal amount of $350.0 million (the “Notes”). The offering was upsized from the previously announced $300.0 million aggregate principal amount. A copy of the press release relating to the Notes offering is furnished as Exhibit 99.1 hereto.
Cautionary Information Regarding Forward Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of federal securities laws. Statements relating to, among other things, the offering of the Notes, potential changes in market conditions, and the use of any proceeds constitute forward-looking statements. For a description of factors that may cause the Company’s actual results, performance or expectations to differ from any forward-looking statements, please review the information under the heading “Risk Factors” included in Item 1A of the Company’s 2017 Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on March 6, 2018, and other documents of the Company on file with or furnished to the SEC. Any forward-looking statements made in this Current Report on Form 8-K are qualified by these cautionary statements, and there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, the Company or its business or operations. Except as required by law, the Company undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise. Actual outcomes and results may differ materially from what is expressed, implied or forecasted by the Company’s forward-looking statements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | ||||
SIGNATURE
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: | September 17, 2018 | CARVANA CO. | |||||||||||||||||||||
| By: | /s/ Paul Breaux | ||||||||||||||||||||||
| Name: | Paul Breaux | ||||||||||||||||||||||
| Title: | General Counsel, Vice President and Secretary | ||||||||||||||||||||||