KAR Announces Final Results of Tender Offer
CARMEL, Ind. — On Tuesday morning, KAR Auction Services unveiled the final results of its tender offer for its 10 percent Senior Subordinated Notes due 2015, its 8.75 percent Senior Notes due and its Floating Rate Senior Notes due 2014.
This tender offer for a portion of the company's debt expired at 11:59 p.m. EST on Monday, and as of that expiration date, officials said that $582.182 million of aggregate principal amount of Notes were validly tendered and not withdrawn.
This comprised $231.361 million of First Priority Notes, $296.243 million of Second Priority Notes and $54.578 of Third Priority Notes.
KAR said that all of the Notes were validly tendered and not withdrawn on or prior to 5:00 p.m. EST on Dec. 15.
Officials explained that because the tender offer was oversubscribed, the amounts of each tranche of Notes accepted for purchase in the tender offer were determined in accordance with the priorities identified in the "Acceptance Priority Level" column in the table below and were subject to the maximum aggregate consideration for Notes purchased in the tender offer of $243,639,925, excluding accrued and unpaid interest.
In accordance with the terms of the tender offer, KAR accepted for purchase $225.592 million aggregate principal amount of First Priority Notes, which represents a proration factor of approximately 97.5 percent.
KAR did not accept any validly tendered Second Priority Notes or Third Priority Notes for purchase in the Tender Offer and, therefore, such Second Priority Notes and Third Priority Notes were returned to holders.
The company provided the following table:
|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|
|48238QA4||10 % Senior Subordinated Notes due 2015||1||$425 million||$231.361 million||$225.592 million||$199.408 million|
|48238QAE5||8.75 % Senior Notes due 2014||2||$450 million||$296.243 million||$0||$450 million|
|48238QAD7||Floating Rate Senior Notes due 2014||3||$150 million||$54.578 million||$0||$150 million|
(1) Per $1,000 principal amount of Notes accepted for purchase.
KAR officials said the company was going to deliver total tender offer consideration of $243,639,360, plus an aggregate of approximately $4.0 million for accrued and unpaid interest, to Global Bondholder Services Corp., the Depositary for the tender offer on Tuesday, which was the expected settlement date.
The company said that the Depositary will promptly pay for all validly tendered First Priority Notes accepted for purchase in the tender offer and will return all validly tendered First Priority Notes that were not accepted for purchase as soon as practicable.
Officials emphasized that this press release 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, the related Letter of Transmittal and the company's press release relating to the tender offer issued on Dec. 18, 2009. The information in this press release is qualified by reference to those documents, except to the extent the terms of the tender offer described therein are amended by this press release.
The dealer managers for the tender offer are Goldman, Sachs & Co. and RBC Capital Markets Corp. Persons with questions regarding the tender offer should contact Goldman, Sachs & Co. at (212) 357-4692 or (toll-free) (800) 828-3182 (Attention: Liability Management Group) or RBC Capital Markets Corporation (Attention: High Yield Capital Markets).
Requests for copies of the Offer to Purchase, the related Letter of Transmittal and other related materials should be directed to Global Bondholder Services Corporation, the Information Agent and Depositary for the tender offer, at (212) 430-3774 (for banks and brokers only) or (866) 470-4300 (for all others and toll-free).