CARMEL, Ind. -

KAR Auction Services made a pair of announcements Thursday regarding its cash tender offer for notes as well as the maximum aggregate principal amount of notes to be purchased.

One notice revealed preliminary results of its previously announced cash tender offer made pursuant to the terms of an offer to purchase dated Nov. 12. That offer was for the company’s 10 percent senior subordinated notes due 2015 — known as its first priority notes — and its 8.75 percent senior notes due 2014 — known as its second priority notes.

In addition, the company announced that the tender offer has been amended so that the maximum aggregate principal amount of notes to be purchased in the tender offer — together with applicable premiums to be paid in connection with the tender offer but excluding accrued and unpaid interest — will be $73,800,000.

KAR indicated that as of 5 p.m. EST on Dec. 1 the aggregate principal amount of the first priority notes was $106,307,000, and the aggregate principal amount of the second priority notes was $66,751,000. The company emphasized both have been validly tendered and not validly withdrawn.

Company executives went into a greater explanation of what those figures mean.

“Because the aggregate principal amount of first priority notes that have been validly tendered for purchase and not validly withdrawn, together with applicable premiums to be paid in connection with the tender offer but excluding accrued and unpaid interest, is in excess of the new maximum payment amount, the company does not expect to accept any validly tendered second priority notes for purchase and, therefore, such second priority notes will be returned to holders as soon as practicable,” KAR executives pointed out.

The table below reflects certain unchanged terms of the tender offer:

CUSIP
Number		 Title of
Security		 Acceptance
Priority Level		 Aggregate Principal
Amount Outstanding		 Late Tender Offer Consideration Early Tender Premium Total Tender Offer Consideration
 48238QAF2 10 % Senior Subordinated Notes due 2015  1  $199,408,000  $1,050  $30  $1,080
 48238QAE5 8¾% Senior Notes due 2014  2  $450,000,000  $1,013.75  $30  $1,043.75
Note: Per $1,000 principal amount of Notes accepted for purchase

The company also elaborated about what holders of first priority notes that were validly tendered and not validly withdrawn on or before Dec. 1 will receive. KAR said these holders will get the applicable total tender offer consideration for any such first priority notes accepted for purchase in the tender offer.

Furthermore, the company mentioned holders of first priority notes that are validly tendered after Dec. 1 but before the expiration of the tender offer will receive only the applicable late tender offer consideration for any such first priority notes accepted for purchase in the tender offer.

KAR offered more explanation about what those stipulations entail.

“Because the aggregate principal amount of first priority notes validly tendered for purchase and not validly withdrawn, together with applicable premiums to be paid in connection with the tender offer but excluding accrued and unpaid interest, will exceed the new maximum payment amount, the amount of first priority notes accepted for purchase in the tender offer will be subject to proration,” KAR executives explained.

“The company will determine the final proration factor as soon as practicable after the expiration date and will publicly announce the results of proration,” they added.

KAR indicated the time and date the tender offer will expire is 11:59 p.m. EST on Dec. 14 unless management opts for an extension. The company currently expects the tender offer to be settled on Dec. 15.

Executives noted 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 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.

“Subject to applicable law, the company may further amend, extend, waive conditions to or terminate the tender offer,” KAR concluded.