TEMPE, Ariz.--(BUSINESS WIRE)--
Carvana Co. (NYSE: CVNA), a leading e-commerce platform for buying and
selling used cars, announced today that it priced its first auto loan
securitization, successfully adding a new, large, and diverse
monetization channel to its finance offering.
“This transaction is an exciting development for Carvana’s financing
platform,” said CEO Ernie Garcia. “Our inaugural transaction introduced
our product to the market, was well-received by investors, and marked a
significant step toward achieving our long-term financing profitability
goals.”
Transaction Summary
The Q1 2019 securitization is a private securitization under Rule 144A
and to persons outside the United States pursuant to Regulation S under
the Securities Act in which Carvana expects to sell $350 million of
principal balance of loans to a securitization trust and receive
proceeds from the issuance and sale of rated notes, a strip security,
and certificates. Following pricing, total proceeds, including cash and
securities, are expected to be $365.4 million before fees and expenses.
A breakdown of proceeds and related descriptions is below.
|
Carvana Q1 2019 Securitization Expected Proceeds (in millions) |
|
|
|
| Q1 2019 Securitization |
Principal balance sold
|
|
|
| $350.0 |
|
|
|
|
|
Rated notes
| | | | $338.8 |
|
|
|
|
|
Certificates, Class XS notes, and other
| | | | $31.0 |
|
|
|
|
|
Reserve account funding
| | | |
($4.4)
|
|
|
|
|
|
Total proceeds before fees and expenses
| | | | $365.4 |
|
|
|
|
|
| | | |
|
Principal Balance
The Q1 2019 securitization transaction includes $350 million in
principal balance of loans across the full credit spectrum.
Rated Notes
The rated notes are seven classes of securities with expected ratings
ranging from Aaa through B2 from Moody’s Investors Service, Inc. and AAA
through BB from Kroll Bond Rating Agency, Inc. In total, the face value
of the rated notes is expected to be $338.8 million. The notes are
expected to be purchased by multiple third-party investors who are new
to the Carvana platform.
Certificates and Class XS Notes
Certificates entitle the holders to residual cash flows after required
payments are made to the rated notes, the servicer, other service
providers and trustees, and the Class XS noteholders. The Class XS notes
are similar to strips seen in the mortgage securitization market. The
Class XS notes do not have a face value but have a contractual right to
specific cash flows over the life of the transaction. The certificates
and Class XS notes are expected to be sold to multiple third-party
investors who are new to the Carvana platform.
Reserve Account Funding
The company expects to fund a reserve account in an amount equal to
1.25% of the principal balance as additional credit enhancement for the
rated notes. Funds in the reserve account will be releasable to the
certificateholders near the end of the life of the transaction in the
event that certain conditions are met.
Fees and Expenses
Fees and expenses for the transaction are expected to include
underwriting fees and other transaction expenses, including first-time
issuer expenses.
Words from the CEO
“Our Q1 2019 securitization marks another exciting step toward
diversifying our finance monetization program,” said CEO Ernie Garcia.
“The transaction was squarely in line with our expectations for an
inaugural deal, yielding strong proceeds and leaving a clear path toward
achieving our long-term goals, and we look forward to executing on
continued strong performance as our platform matures.”
The transaction is scheduled to close on March 28, 2019, subject to
customary closing conditions.
The notes and certificates will not be registered under the Securities
Act of 1933, as amended (the “Securities Act“ ), or
any state securities laws, and may not be offered or sold in the United
States absent registration or an applicable exemption from, or a
transaction not subject to, the registration requirements of the
Securities Act and applicable state securities laws. The notes and
certificates were offered and are only being sold to qualified
institutional buyers under Rule 144A under the Securities Act and to
persons outside the United States pursuant to Regulation S under the
Securities Act.
This press release is not an offer to sell, nor a solicitation of an
offer to buy, any securities, nor shall there be any sale of these
securities in any state or jurisdiction in which the offer, solicitation
or sale would be unlawful prior to registration or qualification under
the securities laws of such state or jurisdiction.
About Carvana (NYSE: CVNA)
Founded in 2012 and based in Phoenix, Carvana’s (NYSE: CVNA) mission is
to change the way people buy cars. By removing the traditional
dealership infrastructure and replacing it with technology and
exceptional customer service, Carvana offers consumers an intuitive and
convenient online car buying and financing platform. Carvana.com enables
consumers to quickly and easily shop more than 15,000 vehicles, finance,
trade-in or sell their current vehicle to Carvana, sign contracts, and
schedule as-soon-as-next-day delivery or pickup at one of Carvana’s
patented, automated Car Vending Machines.
For further information on Carvana, please visit www.carvana.com,
or connect with us on Facebook,
Instagram
or Twitter.
About Credit Ratings
Credit ratings are opinions of the relevant rating agency. They are not
facts and are not opinion of Carvana. They are not recommendations to
purchase, sell or hold any securities and if issued can be changed or
withdrawn at any time.
Safe Harbor Statement
This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 and
other legal authority. Forward-looking statements can be identified by
words such as “proposed,” “will,” “enables,” “expects,” “allows,”
“continues,” “believes,” “anticipates,” “estimates” or similar
expressions. These include statements regarding the scheduled closing of
the offering of notes and certificates, the expectation of ratings from
Moody’s Investors Service, Inc. or Kroll Bond Rating Agency, Inc. on the
notes (other than the XS notes) and the proposed use of proceeds.
Forward-looking statements are neither historical facts nor assurances
of future performance. They are based only on our current beliefs,
expectations and assumptions regarding the future of our business,
anticipated events and trends, the economy and other future conditions.
As such, they are subject to inherent uncertainties, risks and changes
in circumstances that are difficult to predict and in many cases outside
our control. Therefore, you should not rely on any of these
forward-looking statements. Our expected results may not be achieved,
and actual results may differ materially from our expectations. Factors
that could cause or contribute to actual results differing from our
forward-looking statements include risks relating to: failure of Moody’s
Investors Service, Inc. or Kroll Bond Rating Agency, Inc. to rate the
rated notes at the anticipated ratings levels, which is a closing
condition, or at all; changes in the financial markets, including
changes in credit markets, interest rates, securitization markets
generally and our proposed securitization in particular; the willingness
of investors to buy the notes or the certificates; adverse developments
regarding Carvana, its business or the online or broader automotive
retail or lending industry generally, any of which could impact what
credit ratings, if any, are issued with respect to the rated notes; the
extended settlement cycle for the scheduled closing on March 28, 2019,
which may exacerbate the foregoing risks; and other risks, including
those described in our Annual Report on Form 10-K for the year
ended December 31, 2018 and in other documents that we file with
the Securities and Exchange Commission from time to time which are or
will be available on the Commission’s website at www.sec.gov.
Except as required by law, we undertake no duty to update the
information in this press release.

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Carvana
Kate Carver
212-656-9148
[email protected]
Source: Carvana Co.