Item 1.01 Entry into a Material Definitive Agreement.
First Lien Notes
On June 16, 2022, Parent and Purchaser (together with Parent, the "Initial
Issuers") completed a private offering of $750.0 million in aggregate principal
amount of their first lien notes due 2029 (the "Notes"). Purchaser is a
wholly-owned subsidiary of Parent, and Parent is a wholly-owned subsidiary of
Central HoldCo Inc., a Delaware corporation ("Holdings") formed by affiliates of
Brookfield Asset Management Inc. and Brookfield Capital Partners VI L.P.
(together, "Brookfield"). In connection with the issuance of the Notes, the
Initial Issuers and Holdings entered into an indenture with U.S. Bank Trust
Company, National Association, as trustee (the "Trustee") and notes collateral
agent (the "Notes Collateral Agent"), governing the Notes (the "Indenture").
On July 6, 2022, Purchaser merged with and into the Company (together with
Parent, the "Issuers" or the "Borrowers"), with the Company as the surviving
entity in the Merger. In connection with the Merger, each of the Company's
wholly-owned domestic subsidiaries that guarantee the Issuers' obligations under
the New Credit Facilities (as defined below) (the "Subsidiary Guarantors" and,
together with Holdings, the "Guarantors") and the Trustee and Notes Collateral
Agent entered into a supplemental indenture to the Indenture pursuant to which
the Subsidiary Guarantors unconditionally guaranteed the Notes.
The Notes accrue interest at a rate of 7.250% per year from the date of issuance
until maturity or earlier redemption. Interest on the Notes is payable on
June 15 and December 15 of each year, beginning on December 15, 2022. The Notes
mature on June 15, 2029.
The Notes are secured by first-priority liens on substantially all of the assets
that secure the Issuers' and the Guarantors' obligations under the New Credit
Facilities, subject to certain exceptions and permitted liens.
At any time prior to June 15, 2025, the Issuers have the option to redeem the
Notes, in whole or in part, at a redemption price equal to 100% of the principal
amount of the Notes redeemed plus accrued and unpaid interest, if any, to the
date of redemption and a "make-whole" premium. The Notes are redeemable at the
option of the Issuers, in whole or in part, at any time on or after June 15,
2025, at specified redemption prices, together with accrued and unpaid interest,
if any, to the date of redemption. In addition, the Issuers may redeem (i) up to
40% of the aggregate principal amount of the Notes before June 15, 2025 with the
net cash proceeds from certain equity offerings, (ii) up to 10% of the aggregate
. . .
Item 1.02 Termination of a Material Definitive Agreement.
On July 6, 2022, the Company terminated the Existing Credit Agreement. In
connection with the termination, the Company repaid all of the outstanding
obligations in respect of principal, interest and fees under the Existing Credit
Agreement.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information contained in the Introductory Note of this Current Report on
Form 8-K is incorporated by reference into this Item 2.01.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 2.03.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard? Transfer of Listing.
On July 6, 2022, the Company notified the Nasdaq Global Select Market ("Nasdaq")
of the consummation of the Merger, and requested that Nasdaq (1) suspend trading
of the Shares before the opening of trading on July 6, 2022 and (2) file with
the SEC a Notification of Removal from Listing and/or Registration under
Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), on Form 25 to effect the delisting of shares of the Company's common
stock from Nasdaq and to deregister the Shares under Section 12(b) of the
Exchange Act. In addition, the Company intends to file with the SEC a
certification on Form 15 under the Exchange Act requesting the Company's
reporting obligations under Sections 13 and 15(d) of the Exchange Act be
suspended.
Item 3.03 Material Modification to Rights of Security Holders
The information contained in the Introductory Note, Item 2.01, Item 3.01, Item
5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by
reference into this Item 3.03.
Item 5.01 Changes in Control of Registrant.
As a result of Purchaser's acceptance for payment of all Shares that were
validly tendered and not validly withdrawn in accordance with the terms of the
Offer and the consummation of the Merger pursuant to Section 251(h) of the DGCL,
on July 6, 2022, a change in control of the Company occurred and the Company is
now a wholly-owned subsidiary of Parent.
The information contained in the Introductory Note, Item 2.01, Item 5.02 and
Item 5.03 of this Current Report on Form 8-K is incorporated by reference into
this Item 5.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In accordance with the terms of the Merger Agreement and effective as of the
Effective Time, each of Leslie A. Brun, Willie A. Deese, Amy J. Hillman, Brian
Krzanich, Stephen A. Miles, Robert E. Radway, Stephen F. Schuckenbrock, Frank S.
Sowinski and Eileen J. Voynick resigned from the Company's board of directors
and the committees of the Company's board of directors.
5
Further, pursuant to the Merger Agreement and as of the Effective Time, the
directors of Purchaser as of immediately prior to the Effective Time will become
the directors of the surviving corporation, and the officers of the Company
immediately prior to the Effective Time will remain as officers of the surviving
corporation. Information regarding the new directors of the Company has been
previously disclosed on Schedule I of the Offer to Purchase as filed with the
Tender Offer Statement on Schedule TO filed with the SEC on April 22, 2022 ,
and is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
In connection with the consummation of the Merger, the Company's certificate of
incorporation and its bylaws were amended and restated in their entirety,
effective as of the Effective Time. Copies of the certificate of incorporation
and bylaws of the Company as currently in effect are filed as Exhibits 3.1 and
3.2 hereto and are incorporated by reference into this Item 5.03.
Item 8.01 Other Events.
On July 6, 2022, in connection with its previously announced tender offers (the
"Debt Tender Offers") to purchase for cash any and all of its issued and
outstanding 4.500% Senior Notes due 2024, the interest rate of which adjusts
from time to time and is currently 6.500% (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 "Existing
Notes") and related solicitation of consents to the adoption of certain proposed
amendments to the indentures governing the Existing Notes pursuant to its Offer
to Purchase and Consent Solicitation Statement dated April 20, 2022, as amended
from time to time through the date hereof, the Company accepted all of the
Existing Notes that were validly tendered and not validly withdrawn as of 5:00
p.m. New York City time on July 5, 2022 (the "Expiration Date"). Upon acceptance
of the tendered Existing Notes and consummation of the Merger, the previously
executed supplemental indentures related to the Existing Notes became operative.
As of the Expiration Date, holders of approximately 93.7%, 94.4% and 98.1% of
the outstanding aggregate principal amount of the 2024 Notes, 2027 Notes and
2029 Notes, respectively, had validly tendered and not validly withdrawn their
Existing Notes.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Title
2.1 Agreement and Plan of Merger, dated as of April 7, 2022, by and among
the CDK Global, Inc., Central Parent LLC and Central Merger Sub Inc.
(incorporated by reference to Exhibit 2.1 of the Company's Current
Report on Form 8-K filed with the SEC on April 8, 2022).
3.1 Amended and Restated Certificate of Incorporation of CDK
Global, Inc.
3.2 Amended and Restated Bylaws of CDK Global, Inc.
104 Cover Page Interactive Data File (embedded with the Inline XBRL
document).
6
© Edgar Online, source Glimpses
CDK GLOBAL, INC. 
