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Lawsuit accuses Carvana founders and directors of insider trading

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A lawsuit filed in Delaware by a group of Carvana shareholders accuses the company’s leadership of insider trading in the wake of the coronavirus pandemic.

The online used-vehicle retailer issued two stock offerings — first a private one in late March and early April at $45 per share, followed by a public one last month at $92 per share, according to the lawsuit.

Filed on behalf of a group of pension funds based in St. Paul, Minn., the suit, first reported by Bloomberg Law, alleges that the controlling Garcia family and company directors issued millions of shares at “bargain-basement” prices in the first offering, enriching themselves in the process, despite knowing that the company was on solid footing and that Carvana’s stock would rebound.

On March 30, Carvana announced a private offering of 13.3 million shares at $45 per share. Ernest Garcia II and Ernest Garcia III each purchased $25 million worth of stock.

The $45 price was a “substantial discount” from where Carvana shares had been trading, the suit says, adding that the price equated to an 8.238 percent discount on Carvana’s closing price of $49.04 on March 27, an 11.8 percent discount from the $51.02 average closing price for the five preceding trading days and a 25.2 percent discount on the 30-day volume-weighted average share price of $60.19.

The suit claims that company insiders must have known the company was performing well despite the “artificial trough” in the stock price before the company’s first-quarter results were published, which purported to show a strong performance.

For its first quarter, ended March 31, Carvana reported a 45 percent increase in revenue along with a net loss that widened to $183.6 million from a loss of $82.6 million in the year-earlier quarter.

The company said in announcing its first-quarter results on May 6 that sales in the first half of April were down 30 percent on an annual basis. In light of the pandemic, the company also said it reduced employees’ hours, while the executive team and board of directors donated their salaries to a company fund set up to pay employees’ lost wages.

Sales have since rebounded. Carvana’s stock has, too, as have others in the auto retail sector. For example, CarMax’s stock was traded at $58.93 per share March 27. Carvana’s stock closed at $91.85 on Monday and surged to $109.12 on Tuesday — a one-day gain of 19 percent.

Nearly two months after the private offering, Carvana on May 18 announced a public offering of 5 million shares.

“By selling Carvana shares to the company’s controlling stockholders for a bargain-basement price, defendants robbed the company of tens and perhaps hundreds of millions of dollars of capital,” the lawsuit says. “Revealing the inequity of the timing and price of the offering, within weeks of the offering Carvana made a second offering on May 22, 2020, and sold 5 million shares to the public for more than double what the controllers paid.”

It claims that with the stock recovery, “the Garcia parties reaped millions of additional gains: Garcia II became $1.5 billion richer the first week of May alone, while Garcia III gained $700 million in that period.”

The suit also takes issue with Cavrana’s dual-class stock structure, and notes that Carvana’s voting power is more than 92 percent controlled by the Garcia family, including Garcia III, the company CEO, and his father, Garcia II.

Plaintiffs are seeking restitution related to “unjust enrichment” and other damages related to attorneys’ fees and other costs.

Carvana declined to comment on the lawsuit.

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