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KAR AUCTION SERVICES, INC.

(KAR)
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KAR AUCTION SERVICES, INC. : Completion of Acquisition or Disposition of Assets, Unregistered Sale of Equity Securities, Other Events, Financial Statements and Exhibits (form 8-K)

10/14/2021 | 04:18pm EST

Item 2.01 Completion of Acquisition or Disposition of Assets.

On October 14, 2021, ADESA, Inc. ("ADESA"), a subsidiary of KAR Auction Services, Inc., a Delaware corporation (the "Company"), completed its previously announced acquisition of Carwave Holdings LLC ("Carwave"), Carwave Blocker, LLC (f/k/a KKR Chevy Blocker, LLC) ("SMA Blocker") and Carwave Blocker L.P. (f/k/a KKR NGT II (Chevy) Blocker L.P.) ("NGT2 Blocker" and, together with the SMA Blocker, the "Blockers"). Pursuant to the Securities Purchase Agreement (the "Purchase Agreement"), by and among (i) ADESA, (ii) Carwave, (iii) the Blockers, (iv) KKR Chevy Aggregator L.P. (the "Aggregator"), John Lauer, William Lauer, Joseph Lauer, Lauer Holdings Inc., KKR-Milton Strategic Partners L.P., KKR DAF Private Assets Fund Designated Activity Company and KKR NGT II (Chevy) Blocker Parent L.P. (collectively, the "Sellers") and (v) the Aggregator, in its capacity as seller representative, ADESA purchased from the Sellers all of the equity interests of Carwave and the Blockers (the "Transaction"). The aggregate cash consideration paid by ADESA in connection with the Transaction was $450 million, subject to certain customary adjustments pursuant to the Purchase Agreement.

The foregoing description of the Transaction does not purport to be complete and is qualified in its entirety by reference to the complete text of the Purchase Agreement, a copy of which was filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 23, 2021 and is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

On October 14, 2021, in connection with the Transaction, the Company issued and sold an aggregate of 1,953,124 shares of the Company's common stock, par value $0.01 per share, to two individuals and one trust for an aggregate purchase price of $30,000,000. The issuance of these securities was exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance upon Section 4(a)(2) of the Securities Act as transactions by an issuer not involving any public offering and/or the private offering safe harbor provision of Rule 506 of Regulation D promulgated under the Securities Act.



Item 8.01.   Other Events.

On October 14, 2021, the Company issued a press release (the "Press Release") announcing the completion of the Transaction. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT NO. DESCRIPTION OF EXHIBIT

99.1 Press release dated October 14, 2021 .

104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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© Edgar Online, source Glimpses

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