Current Report Filing (8-k)
June 01 2020 - 04:19PM
Edgar (US Regulatory)
0001395942false00013959422020-05-292020-05-29
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of
1934
Date of Report (Date of earliest event reported): May 29,
2020
KAR Auction Services, Inc.
(Exact name of Registrant as specified in its charter)
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Delaware
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001-34568
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20-8744739
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(State or other jurisdiction
of incorporation)
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(Commission File
Number)
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(I.R.S. Employer
Identification No.)
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11299 N. Illinois Street
Carmel, Indiana 46032
(Address of principal executive offices)
(Zip Code)
(800) 923-3725
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.
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Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class |
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Trading symbol |
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Name of each exchange on which registered |
Common Stock, par value $0.01 per share |
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KAR |
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New York Stock Exchange |
Item 1.01
Entry Into a Material Definitive Agreement.
On May 29, 2020, KAR Auction Services, Inc., a Delaware corporation
(the “Company”),
entered into an amendment to its existing credit agreement. The
amendment (1) provides a financial covenant “holiday” through and
including June 30, 2021; (2) for purposes of determining compliance
with the financial covenant for the fiscal quarters ending
September 30, 2021 and December 31, 2021, permits the Consolidated
EBITDA for the applicable test period to be calculated on an
annualized basis; (3) establishes a monthly minimum liquidity
covenant through and including September 30, 2021 of $225.0
million; and (4) effectively places certain limitations on the
ability to make certain investments, junior debt repayments,
acquisitions and restricted payments and to incur additional
secured indebtedness until October 1, 2021.
The foregoing summary of the Fourth Amendment Agreement, dated May
29, 2020 (the “Fourth
Amendment”),
by and among the Company, JPMorgan Chase Bank, N.A., as
administrative agent, certain subsidiaries of the Company party
thereto and the certain revolving lenders party thereto is not
complete and is qualified in its entirety by reference to the full
and complete text of the Fourth Amendment, a copy of which is
attached hereto as Exhibit 10.1 and incorporated herein by
reference.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
EXHIBIT NO. DESCRIPTION
OF EXHIBIT
104 Cover Page Interactive Data File - the cover
page XBRL tags are embedded within the Inline XBRL
document.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly
authorized.
Dated: June 1, 2020 KAR
Auction Services, Inc.
/s/ Eric M. Loughmiller
Eric M. Loughmiller
Executive Vice President and Chief Financial Officer