CARMEL, Ind. -

KAR Auction Services tallied up final results of its previously announced cash tender offer for notes, an offer that expired at 11:59 p.m. ET Tuesday.

Officials recounted that the offer stemmed from its 10 percent Senior Subordinated Notes due 2015 — known as First Priority Notes — and its 8.75 percent Senior Notes due 2014 — known as Second Priority Notes.

As of Tuesday, KAR calculated $106,307,000 aggregate principal amount of First Priority Notes and $66,751,000 aggregate principal amount of Second Priority Notes were validly tendered and not withdrawn. The company also stated all of the notes were validly tendered and not validly withdrawn on or prior to 5 p.m. ET, on Dec. 1 — the Early Tender Date.

Management indicated the amounts of each tranche of notes accepted for purchase in the tender offer were determined in accordance with the priorities identified as the Acceptance Priority Level. Executives added the amounts also were subject to a maximum aggregate principal amount of notes purchased in the tender offer, together with applicable premiums paid in connection with the tender offer but excluding accrued and unpaid interest of $73,800,000 — the Maximum Payment Amount.

Because the tender offer was oversubscribed, in accordance with the terms of the tender offer, the company said it accepted for purchase $68,333,000 aggregate principal amount of validly tendered First Priority Notes, which represents a proration factor of approximately 64.3 percent. KAR executives also mentioned they did not accept any validly tendered Second Priority Notes for purchase in the tender offer and, therefore, such Second Priority Notes were returned to holders.

CUSIP Number Title of Security Acceptance Priority Level Aggregate Principal Amount Outstanding Prior To Settlement Aggregate Principal Amount Tendered Aggregate Principal Amount Accepted For Purchase Aggregate Principal Amount Remaining Outstanding After Settlement
 48238QAF2 10 Percent Senior Subordinated Notes due 2015  1  $199,408,000  $106,307,000  $68,333,000  $131,075,000
 48238QAE5 8.75 Percent Senior Notes due 2014  2  $450,000,000  $66,751,000  $0  $450,000,000

KAR also stated its intention to deliver total tender offer consideration of $73,799,640.00 — plus an aggregate of approximately $0.8 million for accrued and unpaid interest — to the Depository Trust Company on the expected settlement date, which was Wednesday. 

The company noted this process is for prompt payment for all validly tendered First Priority Notes accepted for purchase in the tender offer and has directed Global Bondholder Services Corp., the depositary for the tender offer, to return all validly tendered First Priority Notes that were not accepted for purchase as soon as practicable.

Executives also pointed out Goldman, Sachs & Co. is the dealer manager for the tender offer. They instructed individuals with questions regarding the tender offer to contact Goldman, Sachs & Co. at (212) 902-5183 or (800) 828-3182 and reference the liability management group.

Moreover, the company mentioned requests for copies of the offer to purchase, the related letter of transmittal and other related materials should be directed to Global Bondholder Services’ information agent and depositary for the tender offer. Only banks and brokers can call (212) 430-3774, while all others can call (866) 294-2200.

“This announcement is neither an offer to purchase nor a solicitation of an offer to sell any notes,” KAR officials stressed.

“The tender offer is made only by, and pursuant to the terms of, the offer to purchase, the related letter of transmittal, the company’s announcement relating to the tender offer issued on Nov. 12, Dec. 2 and this one,” they continued. “The information in this announcement is qualified by reference to those documents, except to the extent the terms of the tender offer described therein are amended by this announcement.”