CDK Global, Inc. (Nasdaq: CDK) (“CDK” or the “Company”), a leading
automotive retail technology company, today announced that it is
extending the expiration date (as extended with respect to a Tender
Offer, the “Expiration Date”) of each of its previously announced
tender offers (the “Tender Offers”) relating to any and all of its
outstanding 4.500% Senior Notes due 2024, the interest rate of
which adjusts from time to time and is currently 5.000% (the “2024
Notes”), 4.875% Senior Notes due 2027 (the “2027 Notes”) and 5.250%
Senior Notes due 2029 (the “2029 Notes” and, together with the 2024
Notes and the 2027 Notes, the “Notes”) pursuant to its Offer to
Purchase and Consent Solicitation Statement dated April 20, 2022
(the “Offer to Purchase and Consent Solicitation Statement”). In
conjunction with the Tender Offers, CDK solicited from holders of
the Notes consents (the “Solicitations”) to the adoption of
proposed amendments to the indentures governing the Notes (the
“Indentures”) to, among other things, eliminate any obligation to
make a Change of Control Offer (as defined in the applicable
Indenture), substantially all of the other restrictive covenants
and certain events of default and other provisions (the “Proposed
Amendments”). The Expiration Date for each Tender Offer and
Solicitation has been extended from 12:00 midnight, New York City
time, at the end of the day on May 27, 2022 to 5:00 p.m., New York
City time, on July 5, 2022.
As of 5:00 p.m. New York City time, on May 26,
2022, holders of approximately 82.5%, 88.9% and 97.9% of the
outstanding aggregate principal amount of the 2024 Notes, 2027
Notes and 2029 Notes, respectively, have validly tendered and not
validly withdrawn their Notes. Previously tendered Notes may not be
withdrawn.
Except for the extension of the Expiration Date
as described above, all other terms and conditions of each Tender
Offer and Solicitation remain unchanged. Holders that have
previously tendered their Notes do not need to re-tender their
Notes or take any other action in response to this extension.
CDK undertook the Tender Offers and the
Solicitations in connection with the Agreement and Plan of Merger,
dated as of April 7, 2022, by and among Central Parent LLC, a
Delaware limited liability company (the “Acquiror”), Central Merger
Sub Inc., a Delaware corporation and wholly owned subsidiary of the
Acquiror (“Merger Sub”), and CDK, as amended from time to time,
pursuant to which Merger Sub will be merged with and into CDK, with
CDK surviving such merger as a wholly-owned subsidiary of the
Acquiror (such transaction, the “Acquisition”). The Acquiror is an
affiliate of Brookfield Asset Management Inc. and Brookfield
Capital Partners VI L.P. CDK anticipates that the Acquisition will
be completed in the third quarter of 2022 and intends to extend the
applicable Expiration Date for each Tender Offer, without extending
the related withdrawal deadline (unless required by law) to have
the applicable acceptance date and settlement date coincide with
the closing of the Acquisition.
If a Tender Offer is consummated and the
Proposed Amendments become operative, the Notes subject to such
Tender Offer that remain outstanding will not benefit from any of
the restrictive covenants that are eliminated by the adoption of
the Proposed Amendments and the Acquisition will not trigger the
requirement that the Company make a Change of Control Offer under
the applicable Indenture.
This press release does not constitute an offer
to sell or purchase, or a solicitation of an offer to sell or
purchase, or the solicitation of tenders or consents with respect
to, any security. No offer, solicitation, purchase or sale will be
made in any jurisdiction in which such an offer, solicitation or
sale would be unlawful. The Tender Offers will only be made
pursuant to the terms of the Offer to Purchase and Consent
Solicitation Statement.
Holders may obtain copies of the Offer to
Purchase and Consent Solicitation Statement from the Information
Agent and Tender Agent for the Tender Offers, D.F. King & Co.,
Inc., at (212) 269-5550 (collect, for banks and brokers only) and
(888) 540-8736 (toll free).
Credit Suisse Securities (USA) LLC is the Dealer
Manager for the Tender Offers and Solicitation Agent for the
Solicitations. Questions regarding the Tender Offers and
Solicitations may be directed to Credit Suisse Securities (USA) LLC
at (800) 820-1653 (toll free) and (212) 325-2476 (collect).
None of CDK, the Dealer Manager and Solicitation
Agent, the Information Agent and Tender Agent or any other person
makes any recommendation as to whether holders of Notes should
tender their Notes or provide the related consents, and no one has
been authorized to make such a recommendation.
About CDK Global, Inc.
With approximately $2 billion in revenues, CDK
Global (NASDAQ: CDK) is a leading provider of retail technology and
software as a service (SaaS) solutions that help dealers and auto
manufacturers run their businesses more efficiently, drive improved
profitability and create frictionless purchasing and ownership
experiences for consumers. Today, CDK serves over 15,000 retail
locations in North America.
Cautionary Statement Regarding Forward-Looking
Statements
This communication contains forward-looking
statements. These forward-looking statements generally include
statements that are predictive in nature and depend upon or refer
to future events or conditions, and include words such as
“believes,” “plans,” “anticipates,” “projects,” “estimates,”
“expects,” “intends,” “strategy,” “future,” “opportunity,” “may,”
“will,” “should,” “could,” “potential,” or similar expressions. By
their nature, forward-looking statements involve risks and
uncertainty because they relate to events and depend on
circumstances that will occur in the future, and there are many
factors that could cause actual results and developments to differ
materially from those expressed or implied by these forward-looking
statements. Forward-looking statements include, among other things,
statements about the ability of the parties to complete the
proposed transaction and the expected timing of completion of the
proposed transaction; as well as any assumptions underlying any of
the foregoing.
The following are some of the factors that could
cause actual future results to differ materially from those
expressed in any forward-looking statements: (i) uncertainties as
to the timing of, and the Company’s ability to complete, the Tender
Offers and Solicitations, (ii) uncertainties as to the timing of
the equity tender offer and the merger; (iii) the risk that the
proposed transaction may not be completed in a timely manner or at
all; (iv) uncertainties as to the percentage of the Company’s
stockholders tendering their shares of common stock in the equity
tender offer; (v) the possibility that competing offers or
acquisition proposals for the Company will be made; (vi) the
possibility that any or all of the various conditions to the
consummation of the tender offer or the merger may not be satisfied
or waived, including the failure to receive any required regulatory
approvals from any applicable governmental entities (or any
conditions, limitations or restrictions placed on such approvals);
(vii) the occurrence of any event, change or other circumstance
that could give rise to the termination of the merger agreement,
including in circumstances that would require the Company to pay a
termination fee or other expenses; (viii) the effect of this
announcement or pendency of the proposed transaction on the
Company’s ability to retain and hire key personnel, its ability to
maintain relationships with its customers, suppliers and others
with whom it does business, its business generally or its stock
price; (ix) risks related to diverting management’s attention from
the Company’s ongoing business operations; (x) the risk that
stockholder litigation in connection with the proposed transaction
may result in significant costs of defense, indemnification and
liability; and (xi) other factors as set forth from time to time in
the Company’s filings with the SEC, including its annual report on
Form 10-K for the fiscal year ended June 30, 2021 and any
subsequent quarterly reports on Form 10-Q. You are cautioned not to
place undue reliance on these forward-looking statements, which
speak only as of the date hereof. All forward-looking statements
are based on information currently available to the Company, and
the Company expressly disclaims any intent or obligation to update,
supplement or revise publicly these forward-looking statements
except as required by law.
Media Contacts: Tony
Macrito 630.805.0782
Tony.Macrito@cdk.com
Investor Relations Contact: Reuben
Gallegos 847.542.3254
Reuben.Gallegos@cdk.com
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