Item 1.01 Entry into a Material Definitive Agreement.
Issuance of Senior Notes due 2027
On
Interest and Maturity
The Notes will accrue interest at a rate of 5.500% per annum, payable in cash
semi-annually, in arrears, on
Guarantees, Security and Ranking
The Notes are guaranteed on a senior unsecured basis by the Issuer's domestic restricted subsidiaries (other than subsidiaries formed for inventory, receivables, or securitization facilities and immaterial subsidiaries) (the "Guarantors"). The Notes are the Issuer's and the Guarantors' senior unsecured obligations. The Notes and the guarantees rank equally in right of payment with all of the Issuer's and the Guarantors' existing and future senior indebtedness. The Notes and the guarantees rank effectively junior to all of the Issuer's and the Guarantors' secured obligations to the extent of the value of the collateral securing such obligations. The Notes and the guarantees will rank senior in right of payment to any of the Issuer's and the Guarantors' future indebtedness that is expressly subordinated to the Notes or guarantees. The Notes and the guarantees would rank structurally junior to any indebtedness and other liabilities of the Issuer's subsidiaries that are not Guarantors of the Notes.
Redemption
The Issuer may redeem some or all of the Notes on or after
Prior to
In addition, the Issuer may, at its option, redeem some or all of the Notes
prior to
Restrictive Covenants
The Indenture contains restrictive covenants that limit the ability of the
Issuer and the Issuer's restricted subsidiaries to, among other things: incur
additional debt or issue preferred stock; create liens; create restrictions on
the Issuer's subsidiaries' ability to make payments to the Issuer; pay dividends
and make other distributions in respect of the Issuer's and its restricted
subsidiaries' capital stock; redeem or repurchase the Issuer's capital stock or
prepay subordinated indebtedness; make certain investments or certain other
restricted payments; guarantee indebtedness; designate unrestricted
subsidiaries; sell certain kinds of assets; enter into certain types of
transactions with affiliates; and effect mergers or consolidations. These
covenants are subject to important exceptions and qualifications set forth in
the Indenture. If the Notes are assigned an investment grade rating from any two
of
2
--------------------------------------------------------------------------------
Use of Proceeds
The Issuer contributed the net proceeds from the sale of the Notes to its wholly
owned subsidiary,
The Notes and the related guarantees have not been and will not be registered
under the Securities Act, or the securities laws of any state or other
jurisdiction, and may not be offered or sold in
The foregoing description of the Indenture and the Notes is qualified in its entirety by reference to the complete text of the Indenture and the Notes filed as Exhibits 4.1. and 4.2 hereto.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 8.01. Filing of Pricing Press Release.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 4.1 Indenture, dated as ofMarch 29, 2021 , amongCarvana Co. , each of the guarantors party thereto andU.S. Bank National Association , as trustee, related to the 5.500% Senior Notes due 2027. 4.2 Form of 5.500% Senior Notes due 2027 (included as Exhibit A to Exhibit 4.1). 99.1 Press Release re Pricing. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3
--------------------------------------------------------------------------------
© Edgar Online, source