Amended Tender Offer Statement by Third Party (sc To-t/a)
May 26 2022 - 5:08PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR
13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
CDK GLOBAL, INC.
(Name of Subject Company (Issuer))
CENTRAL MERGER SUB INC.
(Name of Filing Persons (Offeror))
a wholly owned subsidiary of
CENTRAL PARENT LLC
(Name of Filing Persons (Parent of Offeror))
BROOKFIELD CAPITAL PARTNERS VI L.P.
(Name of Filing Persons (Other))
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
12508E101
(Cusip Number of Class of Securities)
Dave Gregory
Doug Bayerd
Central Parent LLC
250 Vesey Street, 15th Floor
New York, New York 10281
212-417-7000
(Name, Address and Telephone Number of Person Authorized
to
Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
Leonard Kreynin
Cheryl Chan
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
212-450-4000
| ¨ | Check the
box if the filing relates solely to preliminary communications made before the commencement
of a tender offer. |
Check the appropriate boxes below
to designate any transactions to which the statement relates:
| x | third-party tender offer subject
to Rule 14d-1. |
| ¨ | issuer tender offer subject to
Rule 13e-4. |
| ¨ | going-private transaction subject
to Rule 13e-3. |
| ¨ | amendment to Schedule 13D under
Rule 13d-2. |
Check
the following box if the filing is a final amendment reporting the results of the tender offer. ¨
If applicable, check the appropriate
box(es) below to designate the appropriate rule provision
| ¨ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ¨ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
This Amendment No. 3 (this “Amendment”) amends and
supplements the Tender Offer Statement on Schedule TO filed by Central Merger Sub Inc., a Delaware corporation (“Purchaser”),
and Central Parent LLC, a Delaware limited liability company (“Parent”), with the U.S. Securities and Exchange Commission
on April 22, 2022 (together with any subsequent amendments and supplements thereto, the “Schedule TO”). The Schedule
TO relates to the offer by Purchaser to purchase any and all of the issued and outstanding shares of common stock, par value $0.01 per
share, of CDK Global, Inc., a Delaware corporation (“CDK” and such shares, the “Shares”), at a price of $54.87
per Share, without interest, to the holder in cash, less any applicable withholding taxes, upon the terms and subject to the conditions
described in the Offer to Purchase dated April 22, 2022 (together with any amendments or supplements thereto, the “Offer to
Purchase”) and in the accompanying Letter of Transmittal (together with any amendments or supplements thereto and with the Offer
to Purchase, the “Offer”), which are annexed to and filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively.
Purchaser is a wholly owned subsidiary of Parent. This Amendment is being filed on behalf of Parent, Purchaser and Brookfield Capital
Partners VI L.P. Unless otherwise indicated, references to sections in the Schedule TO are references to sections of the Offer to Purchase.
Except as otherwise set forth in this Amendment, the information set
forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment.
Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO.
Amendments to the Exhibits to the Schedule TO.
The Letter of Transmittal (Exhibit(a)(1)(B)), as amended by Amendment
No. 2 to the Schedule TO, is hereby amended and supplemented by replacing the second paragraph on page 4 of the Letter of Transmittal
in its entirety with the following:
“Upon the terms and subject to the conditions of the Offer (and
if the Offer is extended or amended, the terms of any such extension or amendment), and effective upon acceptance for payment of the Shares
tendered herewith and not validly withdrawn on or prior to the Offer Expiration Time (as defined in the Offer to Purchase) in accordance
with the terms of the Offer, the undersigned hereby sells, assigns and transfers to or upon the order of Purchaser all right, title and
interest in and to all of the Shares that are being tendered hereby (and any and all dividends, distributions, rights, other Shares or
other securities issued or issuable in respect thereof on or after the Acceptance Time (as defined in the Offer to Purchase) (collectively,
“Distributions”)) and irrevocably constitutes and appoints Purchaser the true and lawful agent and attorney-in-fact of the
undersigned with respect to such Shares (and any and all Distributions), with full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest in the Shares tendered by this Letter of Transmittal), to (i) deliver
Certificates for such Shares (and any and all Distributions) or transfer ownership of such Shares (and any and all Distributions) on the
account books maintained by The Depository Trust Company (“DTC”) or otherwise held in book-entry form, together, in any such
case, with all accompanying evidences of transfer and authenticity, to or upon the order of Purchaser, (ii) present such Shares (and
any and all Distributions) for transfer on the books of the Company and (iii) receive all benefits and otherwise exercise all rights
of beneficial ownership of such Shares (and any and all Distributions), all in accordance with the terms and subject to the conditions
of the Offer. For the avoidance of doubt, each holder of Shares as of the record date of any regular quarterly cash dividend made by the
Company after the date of the Merger Agreement will be entitled to receive cash payment for such quarterly dividend prior to the effective
time of the Merger (as defined in the Offer to Purchase), whether or not such holder has previously tendered its Shares.”
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and correct.
Dated: May 26, 2022
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CENTRAL MERGER SUB INC. |
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By: |
/s/ David Gregory |
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Name: David Gregory |
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Title: Managing Partner |
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CENTRAL PARENT LLC |
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By: |
/s/ David Gregory |
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Name: David Gregory |
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Title: Managing Partner |
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BROOKFIELD CAPITAL PARTNERS VI L.P.
By: Brookfield Capital Partners VI GP LLC, its general partner
By: Brookfield Capital Partners VI Officer GP LLC, its sole member
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By: |
/s/ David Gregory |
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Name: David Gregory |
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Title: Managing Partner |
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