CDK Global, Inc. Announces Initial Results of Its Tender Offers and Consent Solicitations, Receipt of Requisite Consents and Expiration of Withdrawal Rights and Extension of the Consent Time of the Tender Offer for Its 2024 Notes and the Expiration Date of each Tender Offer
The following table sets forth certain information regarding the Notes and the Tender Offers, including the percentage of the outstanding aggregate principal amount of each series of Notes that was validly tendered and not validly withdrawn on or prior to
|CUSIP Nos.||ISIN Nos.||Outstanding Principal Amount||Title of Security||Purchase Price(1)(2)||Consent Payment (1)(2)||Total Consideration(1)||Percentage of Principal Amount Tendered|
|12508EAD3||US12508EAD31||4.500% Senior Notes due 2024(3)||57.1%|
|12508EAF8||US12508EAF88||4.875% Senior Notes due 2027||81.0%|
|5.250% Senior Notes due 2029||97.9%|
|(2)||Included in Total Consideration.|
|(3)||Original interest rate. Pursuant to the terms of the 2024 Notes, the interest rate adjusts from time to time and is currently 5.000%.|
CDK has received the consents to the Proposed Amendments from holders of greater than a majority of the outstanding aggregate principal amount of each series of the Notes. Accordingly, the withdrawal deadline (with respect to a Tender Offer, the “Withdrawal Deadline”) for each series of the Notes has occurred and previously tendered Notes may no longer be withdrawn and consents may no longer be revoked, and holders who tender Notes after the Withdrawal Deadline will not have the right to withdraw such tendered Notes or to revoke consents to the adoption of the Proposed Amendments. The supplemental indentures to each Indenture governing the Notes were executed on
The Consent Time of the Tender Offer relating to the 2024 Notes has been extended from
Holders of Notes who validly tendered (and did not validly withdraw) their Notes and validly delivered (and did not validly revoke) their corresponding consents at or prior to the Consent Time, and whose Notes are accepted for purchase, will receive the Total Consideration per
CDK undertook the Tender Offers and the Solicitations in connection with the Agreement and Plan of Merger, dated as of
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.
The consummation of a Tender Offer (including to pay the Consent Payment) remains conditioned upon (1) the receipt by CDK of net proceeds from a financing on terms and conditions satisfactory to CDK, which will be sufficient to fund the Total Consideration in respect of all applicable Notes (regardless of the actual amount of any Notes tendered) and estimated fees and expenses relating to such Tender Offer and Solicitation, (2) the consummation of the Acquisition and (3) satisfaction of certain other customary conditions. Holders who validly tender and do not validly withdraw their Notes prior to the Withdrawal Deadline and who validly deliver and do not validly revoke the corresponding consent at or prior to the applicable Consent Time and whose Notes are accepted for purchase will not be paid the Total Consideration (including the Consent Payment) or the Purchase Price, as applicable, until the applicable Settlement Date, and CDK's obligation to accept Notes for purchase and pay such amounts remain subject to the conditions described above.
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,
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.
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
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Source: CDK Global, Inc.