CDK GLOBAL, INC. Item 1.01 Entry into a Material Definitive Agreement.
On
The foregoing description of the Supplemental Indentures does not purport to be complete and is qualified in its entirety by reference to the Supplemental Indentures, copies of which are filed as Exhibits 4.1, 4.2 and 4.3 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 8.01 Other Events.
Attached as Exhibit 99.1 is a copy of the press release, dated
Additional Information
This communication 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 and the related Letter of Transmittal and Consent.
The complete terms and conditions of the Tender Offers and Solicitations are set forth in an Offer to Purchase and Consent Solicitation Statement that has been sent to holders of the Notes. Holders are urged to read the tender offer documents carefully before making any decision with respect to the Tender Offers and the Solicitations. Holders of Notes must make their own decisions as to whether to tender any or all of their Notes and provide the related consent.
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
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
4.1 First Supplemental Indenture, dated as of May 3, 2022 ,
between CDK Global, Inc. and U.S. Bank Trust Company,
National Association , as trustee, relating to the 2024
Notes
4.2 First Supplemental Indenture, dated as of May 3, 2022 ,
between CDK Global, Inc. and U.S. Bank Trust Company,
National Association , as trustee, relating to the 2027
Notes
4.3 First Supplemental Indenture, dated as of May 3, 2022 ,
between CDK Global, Inc. and U.S. Bank Trust Company,
National Association , as trustee, relating to the 2029
Notes
99.1 Press Release of CDK Global, Inc. dated May 4, 2022
104 Cover Page Interactive Data File (embedded within the Inline
XBRL document)© Edgar Online, source
