Carvana adopts shareholder rights plan to preserve NOLs; triggers at 4.9% ownership

CARVANA CO.

Plan designed to prevent an IRC Section 382 'ownership change' that would limit use of net operating loss carryforwards.
Rights become exercisable if a person or group acquires 4.9% or more of CVNA Class A common stock.
Upon trigger, holders (other than triggering person) can buy Class A shares at 50% discount or exchange each right for one share.
Plan effective Jan 16, 2023, expires Jan 15, 2026, unless terminated earlier by Board.
Grandfathered holders (≥4.9% at announcement) may not acquire additional shares; exchange of LLC units triggers plan.

item 1.01 item 3.03 item 5.03 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

CARVANA CO. entered into Section 382 Rights Agreement with American Stock Transfer & Trust Company, LLC (effective 2023-01-16).

Action: entry
Counterparty: American Stock Transfer & Trust Company, LLC
Effective: 2023-01-16

Exact text from the filing

the Company entered into a Section 382 Rights Agreement (the “Tax Asset Preservation Plan”), dated as of January 16, 2023, between the Company and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as rights agent.

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CARVANA CO. filing history →

Source: SEC EDGAR

accession 0001193125-23-008978

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