CARMEL,
Ind., Aug. 16, 2022 /PRNewswire/ -- KAR Auction
Services, Inc., d/b/a KAR Global (NYSE: KAR) (the "Company"), today
announced early results of its previously announced cash tender
offer (the "Tender Offer") to purchase up to $600,000,000 principal amount of its 5.125%
Senior Notes due 2025 (CUSIP Nos. 48238TAA7 / U24457AA8) (the
"Notes"), exclusive of any applicable premiums paid in connection
with the Tender Offer and accrued and unpaid interest. The terms
and conditions of the Tender Offer are set forth in an Offer to
Purchase, dated August 2, 2022 (the
"Offer to Purchase"), which was sent to all registered holders
(collectively, the "Holders") of Notes.
As of 5:00 p.m., New York City time, on August 15, 2022 (the "Early Tender Date"),
according to information provided by D.F. King & Co., Inc., the
tender and information agent for the Tender Offer, $769,097,000 aggregate principal amount of Notes
has been validly tendered and not validly withdrawn as shown in the
table below. Withdrawal rights for the Notes expired at
5:00 p.m., New York City time, on August 15, 2022.
Title of
Security
|
CUSIP
Numbers (1)
|
Principal
Amount
Outstanding
|
Tender
Cap
|
Aggregate
Principal
Amount
Tendered at
Early Tender
Date
|
Percentage
of
Outstanding
Notes
Tendered
|
Total
Consideration(2)(3)
|
Aggregate
Principal
Amount
Accepted for
Purchase
|
5.125% Senior Notes due
2025
|
48238TAA7
U24457AA8
|
$950,000,000
|
$600,000,000
|
$769,097,000
|
80.96 %
|
$1,007.50
|
$600,000,000
|
________________________________
|
(1)
|
No representation is
made as to the correctness or accuracy of the CUSIP numbers listed
in this press release, the Offer to Purchase or printed on the
Notes. They are provided solely for the convenience of Holders of
the Notes.
|
(2)
|
Per $1,000 principal
amount of Notes.
|
(3)
|
Excludes accrued and
unpaid interest, which will be paid in addition to the Total
Consideration.
|
Since the aggregate principal amount of the Notes validly
tendered and not validly withdrawn at or prior to the Early
Tender Date exceeds the Tender Cap, Notes tendered after the Early
Tender Date will not be accepted for purchase and the principal
amount of the Notes accepted for purchase were prorated, on the
terms and subject to the conditions of the Tender Offer.
With respect to Notes validly tendered and not validly withdrawn
at or prior to the Early Tender Date and accepted for purchase by
the Company, the Company has elected to have an early settlement
date to make payment on such Notes on August
17, 2022 (the "Early Settlement Date"). Holders of such
Notes will also receive accrued and unpaid interest to, but
excluding, the Early Settlement Date on such Notes. All conditions
were satisfied or waived by the Company on the Early Tender
Date.
This press release is for informational purposes only, and is
neither an offer to purchase nor a solicitation of an offer to sell
any Notes. The Tender Offer is made only by, and pursuant to the
terms of, the Offer to Purchase, and the information in this press
release is qualified by reference to the Offer to Purchase.
J.P. Morgan Securities LLC is the Dealer Manager for the Tender
Offer. Persons with questions regarding the Tender Offer should
contact J.P. Morgan Securities LLC at (866) 834-4666 (toll-free) or
(212) 834-3822 (collect). Requests for copies of the Offer to
Purchase should be directed to D.F. King & Co., Inc. at (212)
269-5550 (banks and brokers), (800) 488-8095 (toll-free) or email
at kar@dfking.com.
KAR Media
Inquiries:
|
KAR Analyst
Inquiries:
|
Jill Trudeau
|
Mike Eliason
|
(317)
796-0945
|
(317)
249-4559
|
jill.trudeau@karglobal.com
|
mike.eliason@karglobal.com
|
About KAR Global
KAR Auction Services, Inc., d/b/a KAR Global (NYSE: KAR),
provides sellers and buyers across the global wholesale used
vehicle industry with innovative, technology-driven remarketing
solutions. KAR Global's unique end-to-end platform supports whole
car, financing, logistics and other ancillary and related services.
Our integrated physical, online and mobile marketplaces reduce
risk, improve transparency and streamline transactions for
customers in about 75 countries. Headquartered in Carmel, Indiana, KAR Global has employees
across the United States,
Canada, Mexico, Uruguay, Europe and the
Philippines.
Forward-Looking Statements
Certain statements contained in this press release include
"forward-looking statements" as that term is defined in the Private
Securities Litigation Reform Act of 1995. In particular, statements
made in this press release that are not historical facts
(including, but not limited to, expectations, estimates,
assumptions and/or projections regarding the industry, business,
future operating results, potential acquisitions and anticipated
cash requirements) may be forward-looking statements. Words such as
"should," "may," "will," "anticipate," "expect," "project,"
"target," "intend," "plan," "believe," "seek," "estimate,"
"assume," "could," "continue" and similar expressions identify
forward-looking statements. The forward-looking statements
contained in this press release are based on management's current
assumptions, expectations and/or beliefs, are not guarantees of
future performance and are subject to substantial risks,
uncertainties and changes that could cause actual results to differ
materially from the results projected, expressed or implied by
these forward-looking statements. Factors that could cause or
contribute to such differences include, but are not limited to,
those discussed in the section entitled "Risk Factors" in our
Annual Report on Form 10-K for the fiscal year ended
December 31, 2021 and Quarterly Reports on Form 10-Q for the
fiscal quarters ended March 31, 2022
and June 30, 2022, and those
described from time to time in our filings with the Securities and
Exchange Commission. Many of these risk factors are outside of our
control, and as such, they involve risks which are not currently
known that could cause actual results to differ materially from
those discussed or implied herein. The forward-looking statements
in this press release are made as of the date on which they are
made and we do not undertake to update any forward-looking
statements.
View original content to download
multimedia:https://www.prnewswire.com/news-releases/kar-global-announces-early-results-for-cash-tender-offer-for-notes-301606114.html
SOURCE KAR Auction Services