| Item 7.01 | Regulation FD Disclosure |
On March 22, 2023, Carvana Co. (“the Company”) announced the launch of offers to eligible holders of its 5.625% Senior Notes due 2025 (the “2025 Notes”); 5.500% Senior Notes due 2027 (the “2027 Notes”); 5.875% Senior Notes due 2028 (the “2028 Notes”); 4.875% Senior Notes due 2029 (the “2029 Notes”); and 10.250% Senior Notes due 2030 (the “2030 Notes”, and together with the 2025 Notes, the 2027 Notes, the 2028 Notes and the 2029 Notes, the “Existing Notes”) to exchange (the “Exchange Offers”) any and all of their 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. Eligible holders received an exchange offer memorandum (the “Exchange Offer Memorandum”), which contains certain estimated unaudited results for the three months ending March 31, 2023. Such estimated unaudited results are furnished under the heading “Expected Unaudited Results” in the excerpt from the Exchange Offer Memorandum furnished hereto as Exhibit 99.1.
The estimated unaudited results for the three months ending March 31, 2023 reflect the Company’s preliminary estimates with respect to such results based on currently available information, are not a comprehensive statement of its financial results and are subject to completion of its financial closing procedures. The Company’s financial closing procedures for the three months ending March 31, 2023 are not yet complete and, as a result, its actual results may differ materially from these estimates. The preliminary estimates have been prepared by, and are the responsibility of, management. Grant Thornton LLP, the Company’s independent registered public accounting firm, has not audited, reviewed, compiled or performed any procedures with respect to the estimated preliminary financial information. Accordingly, Grant Thornton LLP does not express an opinion or any other form of assurance with respect thereto. The estimated unaudited results should not be viewed as a substitute for the Company’s full interim or annual financial statements prepared in accordance with U.S. generally accepted accounting principles. Further, the estimated unaudited results for the three months ending March 31, 2023 are not necessarily indicative of the results to be expected in any future period as a result of various factors.
The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing of the Company under the U.S. Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this report, except as shall be expressly set forth by specific reference in such a filing.
On March 22, 2023, the Company issued a press release announcing the commencement of the Exchange Offers. A copy of this press release is attached hereto as Exhibit 99.2, and the information contained therein is incorporated herein by reference.
