CDK Global Announces Proposed Private Offering of $500 Million of Senior Notes
May 08 2017 - 8:37AM
CDK Global, Inc. (Nasdaq:CDK) (“CDK”) announced today that it
intends, subject to market and other conditions, to offer $500.0
million aggregate principal amount of senior notes (the “Notes”) to
qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended (the “Securities Act”), and to
certain non-U.S. persons in accordance with Regulation S under the
Securities Act. CDK expects to use the net proceeds from this
offering for general corporate purposes, which may include share
repurchases, dividends, acquisitions, repayments of debt, and
working capital and capital expenditures. The Notes will be general
unsecured obligations of CDK and will not be guaranteed by any of
CDK’s subsidiaries.
The Notes will not be registered under the Securities Act or the
securities laws of any state or any other jurisdiction and may not
be offered or sold in the United States absent an effective
registration statement or an applicable exemption from the
registration requirements under the Securities Act and applicable
state securities laws and foreign securities laws.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy any securities nor will there be
any sales of the Notes in any state or other jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction. This notice is being issued pursuant to and
in accordance with Rule 135(c) under the Securities Act.
About CDK
With more than $2 billion in revenues, CDK (Nasdaq:CDK) is a
leading global provider of integrated information technology and
digital marketing solutions to the automotive retail and adjacent
industries. Focused on evolving the automotive retail experience,
CDK provides solutions to dealers in more than 100 countries around
the world, serving approximately 28,000 retail locations and most
automotive manufacturers. CDK’s solutions automate and integrate
all parts of the dealership and buying process from targeted
digital advertising and marketing campaigns to the sale, financing,
insuring, parts supply, repair and maintenance of vehicles.
Forward-Looking Statements
This press release and other oral statements made by CDK
management contain “forward-looking statements” within the meaning
of the Private Securities Litigation Reform Act of 1995. All
statements, other than statements of historical facts, including
any plans, objectives, forecasts, goals, beliefs, business
strategies, future events, business conditions, results of
operations, financial position and business outlook and business
trends, and other information, may be forward-looking statements.
Words such as “might,” “will,” “may,” “could,” “should,”
“estimates,” “expects,” “continues,” “contemplates,” “anticipates,”
“projects,” “plans,” “potential,” “predicts,” “intends,”
“believes,” “forecasts,” “future,” “assumes,” and variations of
such words or similar expressions are intended to identify
forward-looking statements. These statements are based on
management’s expectations and assumptions and are subject to risks
and uncertainties that may cause actual results to differ
materially from those expressed in, or implied by, these
forward-looking statements.
Factors that could cause actual results to differ materially
from those contemplated by the forward-looking statements include:
CDK’s success in obtaining, retaining and selling additional
services to customers; the pricing of products and services;
overall market and economic conditions, including interest rate and
foreign currency trends, and technology trends; auto sales and
advertising and related industry changes; competitive conditions;
changes in regulation; changes in technology; security breaches,
interruptions, failures and other errors involving CDK’s systems;
availability of skilled technical employees/labor/personnel; the
impact of new acquisitions and divestitures; employment and wage
levels; availability of capital for the payment of debt service
obligations or dividends or the repurchase of shares; any changes
to CDK’s credit ratings and the impact of such changes on CDK’s
financing costs, rates, terms, debt service obligations, access to
capital market and working capital needs; the impact of CDK’s
indebtedness, access to cash and financing, and ability to secure
financing, or financing at attractive rates; CDK’s ability to
timely and effectively implement its transformation plan, which is
intended to increase operating efficiency and improve CDK’s global
cost structure, while limiting or mitigating business disruption;
and the ability of CDK’s significant stockholders and their
affiliates to significantly influence CDK’s decisions.
There may be other factors that may cause CDK’s actual results
to differ materially from the forward-looking statements. CDK’s
actual results, performance or achievements could differ materially
from those expressed in, or implied by, the forward-looking
statements. CDK gives no assurances that any of the events
anticipated by the forward-looking statements will occur or, if any
of them do, what impact they will have on its results of operations
and financial condition. You should carefully read the risk factors
described in CDK’s reports filed with the Securities and Exchange
Commission (“SEC”), including those discussed under “Part I, Item
1A. Risk Factors” in CDK’s most recent Annual Report on Form 10-K
and its most recent Quarterly Report on Form 10-Q for a description
of certain risks that could, among other things, cause CDK’s actual
results to differ from any forward-looking statements contained
herein. These filings can be found on CDK’s website at
www.cdkglobal.com and the SEC’s website at www.sec.gov.
All forward-looking statements speak only as of the date of this
press release even if subsequently made available by CDK on its
website or otherwise. CDK disclaims any obligation to update or
revise any forward-looking statements that may be made to reflect
new information or future events or circumstances that arise after
the date made or to reflect the occurrence of unanticipated events,
other than as required by law.
Investor Relations Contact:
Katie Coleman
847.485.4650
katherine.coleman@cdk.com
Media Contact:
David Webster
Aberdeen Strategies
469.222.3667
david.webster@aberdeenstrategies.com
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