Amended Tender Offer Statement by Third Party (sc To-t/a)
July 06 2022 - 6:47AM
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. 4)
CDK GLOBAL, INC.
(Name of Subject Company (Issuer))
CENTRAL MERGER SUB INC.
(Name of Filing Persons (Offeror))
a wholly owned subsidiary of
CENTRAL PARENT INC.
(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 Inc.
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. x
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. 4 (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 Inc. (formerly Central Parent LLC), a Delaware corporation (“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.
Items 1 through 9 and Item 11.
The disclosure in the Offer to Purchase and Items 1 through 9 and
Item 11 of the Schedule TO is amended and supplemented as set forth below:
The
Offer and withdrawal rights expired at 5:00 p.m., New York City time, on Tuesday, July 5, 2022. The Depositary has indicated that,
as of the Offer Expiration Time, a total of 67,550,913 Shares (excluding Shares tendered pursuant to guaranteed delivery procedures
that have not yet been “received”, as such terms are defined by Section 251(h) of the DGCL) were validly tendered
and not validly withdrawn pursuant to the Offer, representing approximately 57.8% of the issued and outstanding Shares as of the
Offer Expiration Time. The number of Shares validly tendered and not validly withdrawn pursuant to the Offer satisfies
the Minimum Tender Condition. As all conditions to the Offer have been satisfied or waived, Purchaser has irrevocably accepted for payment
all such Shares validly tendered into and not validly withdrawn from the Offer and will promptly pay for all such Shares in accordance
with the Offer.
As a result of its acceptance of the Shares tendered in the Offer,
Purchaser acquired a sufficient number of Shares to complete the Merger without a vote of the stockholders of CDK pursuant to Section 251(h) of
the DGCL. Accordingly, on July 6, 2022, Purchaser expects to effect the Merger under Section 251(h) of the DGCL, pursuant
to which Purchaser will merge with and into CDK, with CDK surviving as a wholly owned subsidiary of Parent. At the effective time
of the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger, other than Shares (i) irrevocably
accepted for purchase by Purchaser in the Offer, (ii) owned by CDK (including as treasury stock) or owned by any direct or indirect
wholly-owned subsidiary of CDK, in each case, immediately prior to the effective time of the Merger, (iii) owned by Parent or Purchaser
or any direct or indirect wholly-owned subsidiary of Parent or (iv) for which appraisal rights have been properly demanded in accordance
with the DGCL, will be cancelled and automatically converted into the right to receive $54.87 in cash (without interest and less any
applicable withholding taxes). Following the Merger, Parent will cause all Shares to be delisted from NASDAQ and deregistered under the
Exchange Act.
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: July 6, 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 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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BROOKFIELD CAPITAL PARTNERS VI L.P. |
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By: Brookfield Capital Partners VI GP LLC, its general partner |
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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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