CARMAX INC — Capital/Financing Update 2020

Mar 25, 2020

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

March 23, 2020

Date of Report (date of earliest event reported)

CARMAX, INC.

(Exact name of registrant as specified in its charter)

Virginia		54-1821055
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
12800 Tuckahoe Creek Parkway		23238
Richmond,	Virginia
(Address of Principal Executive Offices)		(Zip Code)

( 804 ) 747-0422

Registrant's telephone number, including area code

Not applicable

(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 Instruction 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	KMX	New York Stock Exchange

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.

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Item 2.03	Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On June 7, 2019, CarMax, Inc. (the “Company”), CarMax Auto Superstores, Inc. and certain other subsidiaries of the Company, entered into a Credit Agreement (the “Credit Agreement”) for an unsecured revolving credit facility with Bank of America, N.A., as a lender and as administrative agent, and the other lending institutions named therein (collectively, the “Lenders”). The Credit Agreement provides for aggregate revolving borrowings of up to $1.45 billion subject to certain terms and conditions. The other material terms of the Credit Agreement were described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 11, 2019. On March 23, 2020, the Company provided notice to the Lenders that it would draw down $510 million under the Credit Agreement. Following the draw down, approximately $450 million in unused borrowing capacity remained available to the Company under the Credit Agreement. The Credit Agreement is scheduled to expire on June 7, 2024. The Company elected to draw down these amounts to further bolster its liquidity position and to provide additional financial flexibility in light of the current uncertainty surrounding the impact of COVID-19. The Company plans to file its fiscal 2020 year-end earnings press release on April 2, 2020, and will provide additional information at that time.
Item 7.01	Regulation FD Disclosure
The information described above under Item 2.03 is hereby incorporated by reference into this Item 7.01.

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.

	CARMAX, INC.
	(Registrant)
Dated: March 25, 2020	By: /s/ Eric M. Margolin
	Eric M. Margolin
	Executive Vice President, General Counsel and Corporate Secretary