Item 1.01 Entry into a Material Definitive Agreement.
On
Total cash consideration payable by Buyer to Company for the sale of the
Transferred Business is
The consummation of the Transaction is subject to the satisfaction or waiver of
certain customary closing conditions, including (a) the completion of certain
pre-closing restructuring steps in connection with the Transaction, (b) the
accuracy of each party's representations and warranties (subject to customary
materiality and other qualifiers), (c) each party's performance and compliance
with its covenants contained in the Purchase Agreement, (d) the expiration of
the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, which occurred at
The Purchase Agreement contains customary representations, warranties and covenants, including those restricting the operation of the Transferred Business prior to the closing of the Transaction without the consent of Buyer.
Either Buyer or the Company may terminate the Purchase Agreement (i) by written
notice to the other party, if (a) the closing of the Transaction has not
consummated on or before the close of business on
The description of the Purchase Agreement set forth under this Item 1.01 does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is attached hereto as Exhibit 2.1 and incorporated herein by reference.
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The representations, warranties and covenants of the Company, Buyer and Guarantor contained in the Purchase Agreement have been made solely for the benefit of the parties thereto. In addition, such representations, warranties and covenants (i) have been made only for purposes of the Purchase Agreement, (ii) are subject to materiality qualifications contained in the Purchase Agreement which may differ from what may be viewed as material by investors, (iii) were made only as of the date of the Purchase Agreement or such other date as is specified in the Purchase Agreement and (iv) have been included in the Purchase Agreement for the purpose of allocating risk between the contracting parties rather than establishing matters as fact. Accordingly, the Purchase Agreement is included with this filing only to provide investors with information regarding the terms of the Purchase Agreement, and not to provide investors with any other factual information regarding the Company, Buyer, Guarantor or their respective businesses. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, Buyer, Guarantor or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company's, Buyer's or Guarantor's public disclosures.
Item 7.01 Regulation FD Disclosure.
On
On
The information and exhibit provided pursuant to this Item 7.01 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that Section 18, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such a filing.
Certain statements contained in this Current Report on Form 8-K, including
Exhibit 99.1 and Exhibit 99.2, include, and the Company may make related oral,
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995 and which are subject to certain risks, trends and
uncertainties. In particular, statements made that are not historical facts may
be forward-looking statements. Words such as "should," "may," "will," "can," "of
the opinion," "confident," "anticipates," "expects," "intends," "plans,"
"believes," "seeks," "estimates," "continues," "predicts," "strategy,"
"outlook," "initiatives," "goals," "opportunities," and similar expressions
identify forward-looking statements. Such statements are based on management's
current expectations, are not guarantees of future performance and are subject
to risks and uncertainties that could cause actual results to differ materially
from the results projected, expressed or implied by these forward-looking
statements. Factors that could cause or contribute to such differences include
(i) the Company and Buyer may be unable to complete the proposed transaction in
a timely manner or at all, which may materially and adversely affect the
Company's business and the price of the Company's common stock, because, among
other reasons, conditions to the closing of the proposed transaction may not be
satisfied or waived; (ii) uncertainty as to the timing of completion of the
proposed transaction; (iii) the occurrence of any event, change or other
circumstances that could give rise to the termination of the purchase agreement;
(iv) risks related to disruption of management's attention from the Company's
ongoing business operations; (v) the effect of the announcement or the pendency
of the proposed transaction on the Company's relationships with its customers,
operating results and business generally; (vi) the outcome of any legal
proceedings to the extent initiated against the Company, Buyer or others related
to the proposed transaction; (vii) the ability of the Company to execute on its
strategy and achieve its goals and other expectations after the completion of
the proposed transaction; and (viii) those other matters disclosed in the
Company's
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description 2.1* Securities and Asset Purchase Agreement, dated as ofFebruary 24, 2022 , by and amongKAR Auction Services, Inc. , Carvana Group, LLC and Carvana Co. solely for purposes of Section 10.15 thereof as guarantor. 99.1 Press Release ofKAR Auction Services, Inc. , datedFebruary 24, 2022 . 99.2 Investor Presentation, datedFebruary 24, 2022 . 104 Cover page Interactive Date File (embedded within Inline XBRL document).
* Certain schedules to this Exhibit have been omitted in accordance with Item
601(a)(5) of Regulation S-K.
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