Attached files
file | filename |
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EX-23.1 - EX-23.1 - CARVANA CO. | d561033dex231.htm |
EX-5.1 - EX-5.1 - CARVANA CO. | d561033dex51.htm |
As filed with the Securities and Exchange Commission on April 25, 2018.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Carvana Co.
(Exact Name of Registrant as Specified in its Charter)
Delaware | 5500 | 81-4549921 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
1930 W. Rio Salado Parkway
Tempe, Arizona 85281
Telephone: (602) 852-6604
(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)
Ernie Garcia, III
Chief Executive Officer
1930 W. Rio Salando Parkway
Tempe, Arizona 85281
Telephone: (602) 852-6604
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Robert M. Hayward, P.C. Telephone: (312) 862-2000 |
Alan F. Denenberg, Esq. Davis Polk & Wardwell LLP 1600 El Camino Real Menlo Park, California 94025 Telephone: (650) 752-2000 |
Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after the Registration Statement is declared effective.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ File No. 333-224404
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.. (Check one):
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ (Do not check if a smaller reporting company) | Smaller reporting company | ☐ | |||
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 7(a)(2)(B) of the Securities Act. ☒
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of Each Class of Securities to be Registered |
Amount to be |
Proposed Maximum Offering Price Per Share |
Proposed Offering Price(1)(2) |
Amount of Registration Fee | ||||
Class A common stock, par value $0.001 per share |
1,150,000 | $27.50 | $31,625,000 | $3,937.31 | ||||
| ||||||||
|
(1) | Includes 150,000 shares subject to the underwriters option to purchase additional shares. |
(2) | Based on the public offering price per share. |
This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) promulgated under the Securities Act.
EXPLANATORY NOTE AND INCORPORATION OF
CERTAIN INFORMATION BY REFERENCE
This Registration Statement on Form S-1 is being filed with respect to the registration of additional shares of Class A common stock, par value $0.001 per share, of Carvana Co., a Delaware corporation, pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This Registration Statement includes the registration statement facing page, this page, the signature page, an exhibit index, an opinion of counsel regarding the legality of the securities being registered and a related consent and accountants consents. This Registration Statement relates to the Registrants Registration Statement on Form S-1, as amended (File No. 333-224404), initially filed by the Registrant on April 23, 2018, declared effective by the Securities and Exchange Commission on April 25, 2018. The Registrant is filing this Registration Statement for the sole purpose of increasing the aggregate number of shares of Class A common stock offered by the Registrant by 1,150,000 shares, which includes 150,000 additional shares that the underwriters have the option to purchase. Pursuant to Rule 462(b), the contents of the Registration Statement on Form S-1, as amended (File No. 333-224404), including the exhibits and the power of attorney thereto, are incorporated by reference into this Registration Statement.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tempe, State of Arizona, on April 25, 2018.
Carvana Co. | ||
By: |
/s/ Ernest C. Garcia, III | |
Name: Ernest C. Garcia, III | ||
Title: Chief Executive Officer |
***
Signature | Title | |||
/s/ Ernest C. Garcia, III | Chief Executive Officer and Director (Principal Executive Officer) | |||
Ernest C. Garcia, III | ||||
/s/ Mark Jenkins | Chief Financial Officer (Principal Financial Officer) | |||
Mark Jenkins | ||||
/s/ John McKeon | Senior Director of Accounting and Controller (Principal Accounting Officer) | |||
John McKeon | ||||
* | Director | |||
Dan Quayle | ||||
* | Director | |||
Michael Maroone | ||||
* | Director | |||
Ira Platt | ||||
* | Director | |||
Greg Sullivan |
* | The undersigned, by signing his name hereto, does sign and execute this Registration Statement on Form S-1 pursuant to the Power of Attorney executed by the above-named officers and directors of the registrant and filed as Exhibits 24.1 hereto on behalf of such officers and directors. |
/s/ Paul Breaux |
Paul Breaux |
Attorney-in-Fact |