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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): March 15, 2021

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 ☐
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Class A Common Stock, Par Value $0.001 Per Share CVNA New York Stock Exchange




Item 1.01 Entry into a Material Definitive Agreement.

On March 15, 2021, a subsidiary of Carvana Co. (the “Company”), Ally Bank, and Ally Financial (together “Ally”) amended the Second Amended and Restated Inventory Financing and Security Agreement (the “Floor Plan Facility”) to reduce the interest rate from one-month LIBOR plus 3.15% to one-month LIBOR plus 2.65%, effective as of March 1, 2021.

The foregoing description of the amendment to the Floor Plan Facility is qualified in its entirety by reference to the complete text of the amendment, filed as Exhibit 10.1 hereto.


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No. Description
101 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
104 The cover page from the Current Report on Form 8-K, formatted as Inline XBRL.



SIGNATURES

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:
March 18, 2021
CARVANA CO.
By:
/s/ Paul Breaux
Name:
Paul Breaux
Title:
Vice President



Exhibit 10.1

FIRST AMENDMENT TO SECOND AMENDED AND RESTATED INVENTORY FINANCING AND SECURITY AGREEMENT

I.Parties

This First Amendment to Second Amended and Restated Inventory Financing and Security Agreement (“Amendment”) is effective as of March 1, 2021, and is made by and among the following parties:

A.Ally Bank (Ally Capital in Hawaii, Mississippi, Montana and New Jersey), a Utah chartered state bank (“Bank”), with a business office located at 5851 Legacy Circle, Suite 200, Plano, TX 75024; and

B.Ally Financial Inc., a Delaware entity (“Ally”) with a business office located at 5851 Legacy Circle, Suite 200, Plano, TX 75024 (together with Bank, the “Ally Parties,” and Bank and Ally each being an “Ally Party”); and

C.Carvana, LLC, an Arizona limited liability company, with its principal executive office located at 1930 West Rio Salado Parkway, Tempe, AZ 85281 (the “Dealership”).

II.Recitals

The essential facts relied on by Bank, Ally and the Dealership as true and complete, and giving rise to this Agreement, are as follows:

A.The Ally Parties and the Dealership are parties to a Second Amended and Restated Inventory Financing and Security Agreement, effective as of October 1, 2020 (as it may have been amended, the “IFSA”).

B.The parties desire to amend the IFSA as outlined in this Amendment.

III.Agreement

In consideration of the premises and the mutual promises in this Amendment, which are acknowledged to be sufficient, the Ally Parties and the Dealership agree to the following:

A.Capitalized terms used but not defined in this Amendment have the meanings given to them in the IFSA.

B.Effective as of March 1, 2021, the Interest rate under Section III.B.1 of the IFSA is changed from “1-M LIBOR Index Rate* plus an ‘Increment’ of 315 basis points” to “1-M LIBOR Index Rate* plus an ‘Increment’ of 265 basis points.” The remainder of Section III.B.1 is unchanged.

C.All other provisions of the IFSA remain unchanged and in full force and effect as written. In the event of a conflict between the terms of the IFSA and this Amendment, the terms of this Amendment prevail.

D.Except as provided above, the IFSA and all other agreements between each of the Ally Parties and the Dealership remain in full force and effect as written.

E.If any provision of this Amendment is held to be invalid or unenforceable by a court of competent jurisdiction, all other provisions remain valid and enforceable.



F.This Amendment:

a.May be modified only by a writing signed by all parties.

b.May be signed in counterparts, each of which is deemed an original, and all of which taken together constitute one and the same agreement. Any electronically placed or delivered (e.g., via fax or email) signatures of the parties constitute and are deemed original signatures for all purposes.

c.Binds and inures to the benefit of the parties and their respective successors and assigns.

d.Constitutes the entire agreement of the parties with respect to its subject matter.


IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representative effective the date first written above.

Ally Bank Carvana, LLC
By: /s/ Stephen B. Gambrell By: /s/ Paul Breaux
Name: Stephen B. Gambrell Name: Paul Breaux
Title: Authorized Representative Title: Vice President
Date: March 15, 2021 Date: March 15, 2021
Ally Financial Inc.
By: /s/ Stephen B. Gambrell
Name: Stephen B. Gambrell
Title: Authorized Representative
Date: March 15, 2021