CARMEL, Ind., June 14, 2019 /PRNewswire/ -- KAR Auction
Services Inc. (NYSE: KAR) ("KAR") announced today that the
Securities and Exchange Commission (SEC) has declared IAA, Inc.'s
("IAA") Registration Statement on Form 10 effective.
As previously announced, the distribution is expected to be made
at 12:01 a.m. Eastern Daylight Time
("EDT") on June 28, 2019, to KAR
common stockholders of record as of 5:00
p.m. EDT on June 18, 2019, the
record date for the distribution. KAR expects to complete the
distribution of all of the outstanding shares of common stock of
IAA to KAR common stockholders on a pro rata basis. Upon completion
of the distribution, KAR common stockholders will retain their KAR
shares and will receive one IAA share for every one KAR share held
as of the record date. KAR common stockholders will receive cash in
lieu of fractional IAA shares.
The New York Stock Exchange (the "NYSE") has authorized IAA's
common stock for listing and has advised that "when-issued" trading
in IAA common stock on the NYSE will begin on June 17, 2019, under the symbol "IAA WI" and
continue through the close of trading on the day prior to the
distribution date. Beginning on June 28,
2019, "when-issued" trading will end and IAA common stock
will begin "regular-way" trading on the NYSE under the symbol
"IAA."
Shares of KAR common stock will continue to trade "regular-way"
on the NYSE under the symbol "KAR" through and after the
June 28, 2019, distribution date. Any
holder of shares of KAR common stock who sells KAR shares
"regular-way" through the close of trading on the day prior to the
June 28, 2019 distribution date will
also be selling such holder's right to receive shares of IAA common
stock in the distribution. KAR shares will also trade
"ex-distribution" (that is, without the right to receive shares of
IAA common stock in the distribution) under the symbol "KAR WI"
beginning on June 17, 2019, and
continuing through the close of trading on the day prior to the
distribution date. Investors should consult with their financial
advisors if they seek to sell their shares of KAR common stock on
or after the record date and on or before the distribution date.
Beginning on June 28, 2019,
"regular-way" trading in KAR stock will reflect the distribution of
IAA.
The completion of the IAA distribution is subject to the
satisfaction or waiver of a number of conditions described in the
information statement included in the Form 10 and in the form of
separation and distribution agreement, which is filed as an exhibit
to the Form 10. KAR and IAA expect all conditions to the IAA
distribution to be satisfied on or before the distribution date.
The IAA distribution is intended to be tax-free to KAR stockholders
for U.S. federal income tax purposes, except for cash received in
lieu of fractional shares. KAR stockholders should consult their
tax advisors about the particular consequences of the separation
and distribution, including the application of the tax basis
allocation rules and the application of federal, state, local and
non-U.S. tax laws.
Following the separation, KAR will focus primarily on its whole
car auction marketplaces and technology solutions serving OEMs,
captive financing companies, vehicle lending institutions, fleets,
and franchise and independent car dealers.
IAA is a leading provider of auction solutions for total loss,
damaged and low-value vehicles. IAA will continue to focus on
creating trusted marketplaces for buyers and sellers, supported by
industry-leading solutions and technology-driven capabilities. With
a longstanding operating history of over 35 years, IAA's solutions
are focused on maximizing the value of vehicles sold through its
marketplaces, lowering administrative costs, shortening the selling
cycle and increasing the predictability of return to vehicle
sellers.
Forward-Looking Statements
Certain statements contained in this release include
"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," "anticipates,"
"expects," "intends," "plans," "believes," "seeks," "estimates,"
and similar expressions identify forward-looking statements. Such
statements 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. Such forward-looking
statements include the statements regarding the anticipated
separation of KAR into two independent companies, the expected
distribution date, the tax-free nature of the separation, the
anticipated dates for IAA's common stock to begin trading on a
"when-issued" basis and on a "regular-way" basis and for KAR common
stock to begin trading on an "ex-distribution" basis, future
financial and operating performance of each company, benefits and
synergies of the separation, strategic and competitive advantages
of each company, future opportunities for each company and any
other statements regarding events or developments that KAR or IAA
believes or anticipates will or may occur in the future. Factors
that could cause or contribute to such differences include those
matters disclosed in KAR's Securities and Exchange Commission
filings. Both KAR and IAA disclaim any obligation or undertaking to
update any forward-looking statements.
Analyst
Inquiries:
|
Media
Inquiries:
|
Mike
Eliason
|
Gene Rodriguez
Miller
|
(317)
249-4559
|
(317)
343-5243
|
mike.eliason@karauctionservices.com
|
gene.rodriguez@karauctionservices.com
|
About KAR Auction Services
KAR Auction Services
(NYSE: KAR) provides sellers and buyers across the global wholesale
used vehicle industry with innovative, technology-driven
remarketing solutions. KAR's unique end-to-end platform supports
whole car, salvage, financing, logistics and other ancillary and
related services, including the sale of approximately six million
units valued at over $40 billion
through our auctions. Our integrated physical, online and mobile
marketplaces reduce risk, improve transparency and streamline
transactions for customers in more than 130 countries.
Headquartered in Carmel, Ind., KAR
has 18,000 employees across the United
States, Canada,
Mexico and Europe. For more information go to
www.karauctionservices.com. For the latest KAR news follow us on
Twitter @KARspeaks.
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SOURCE KAR Auction Services Inc.