This Amendment No. 1 (Amendment No. 1) amends and supplements the
Schedule 13D filed with the United States Securities and Exchange Commission (the SEC) on July 2, 2020 (as so amended, the Schedule 13D) with respect to the common stock, par value $0.01 per share
(Common Stock) of KAR Auction Services, Inc., a Delaware corporation (the Issuer). The Schedule 13D is filed jointly on behalf (i) Ignition Acquisition Holdings LP, (ii) Ignition Acquisition Holdings
GP LLC, (iii) Ignition Parent LP, (iv) Ignition GP LLC, (v) Ignition Topco Ltd, (vi), Apax X GP Co. Limited, and (vii) Apax Guernsey (Holdco) PCC Limited Apax X Cell (collectively, the Reporting Persons).
Capitalized terms used in this Amendment No. 1 but not otherwise defined herein have the meanings set forth in the Schedule 13D.
Item 2.
Identity and Background
Item 2 of the Schedule 13D is hereby amended and supplemented by the following:
The information set forth in Exhibit 2 is annexed hereto and incorporated herein by reference.
Item 5. Interest in Securities of the Issuer
Item
5(a),(b) of the Schedule 13D is hereby amended and restated as follows:
(a), (b)
Each of the Reporting Persons may be deemed to beneficially own the 500,000 shares of Series A Preferred Stock held by Ignition Acquisition Holdings LP,
which, subject to the below, are initially convertible into 28,169,000 shares of Common Stock representing 17.9% of the outstanding Common Stock (calculated based on 129,227,519 shares of common stock outstanding as of July 31, 2020 (as
disclosed in the Form 10-Q filed by the Issuer on August 5, 2020), plus the 28,169,000 shares of Common Stock issuable upon conversion of 500,000 Series A Preferred Stock of the Issuer held by Ignition
Acquisition Holdings LP). The amount of Common Stock reported as beneficially owned herein excludes accrued dividends not yet declared by the Issuer pursuant to the terms of the Certificate of Designations.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 of the Schedule 13D is hereby amended and supplemented as follows:
Margin Loan Facility
Ignition Acquisition Holdings LP,
as borrower (the Borrower), entered into (i) a Margin Loan Agreement (the Loan Agreement), dated as of September 9, 2020, with the lenders party thereto from time to time (the
Lenders) and JPMorgan Chase Bank, N.A., as administrative agent, and (ii) Pledge and Security Agreements (the Security Agreements), in each case dated as of September 9, 2020, with the Lenders,
pursuant to which the Borrower agreed to pledge (x) (A) initially, 500,000 shares of Series A Preferred Stock and (B) any shares of Series A Preferred Stock issued as a payment in kind dividend with respect to the pledged Preferred Stock
and (y) any shares of Common Stock into which such Series A Preferred Stock is converted as collateral to secure its obligations under the Loan Agreement. The Borrower borrowed an aggregate of $180 million under the Loan Agreement on
September 11, 2020.
The loan matures on or about September 11, 2023. Upon the occurrence of certain events that are customary for this type of
loan, the Lender may exercise its rights to require the Borrower to pre-pay the loan proceeds or post additional collateral, or foreclose on, and dispose of, the pledged Series A Preferred Stock and/or the
pledged Common Stock in accordance with the Loan Documents.