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KAR Auction Services, Inc. – ‘8-K’ for 11/12/20

On:  Thursday, 11/12/20, at 4:30pm ET   ·   For:  11/12/20   ·   Accession #:  1395942-20-105   ·   File #:  1-34568

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  As Of               Filer                 Filing    For·On·As Docs:Size

11/12/20  KAR Auction Services, Inc.        8-K:2,7,9  11/12/20   13:350K

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Form 8-K - Backlotcars Closing                      HTML     27K 
 2: EX-99.1     Exhibit 99.1 - Press Release - Backlotcars Closing  HTML     14K 
 9: R1          Document and Entity Information Document            HTML     46K 
11: XML         IDEA XML File -- Filing Summary                      XML     13K 
 8: XML         XBRL Instance -- kar-20201112_htm                    XML     21K 
10: EXCEL       IDEA Workbook of Financial Reports                  XLSX      6K 
 4: EX-101.CAL  XBRL Calculations -- kar-20201112_cal                XML      7K 
 5: EX-101.DEF  XBRL Definitions -- kar-20201112_def                 XML      9K 
 6: EX-101.LAB  XBRL Labels -- kar-20201112_lab                      XML     68K 
 7: EX-101.PRE  XBRL Presentations -- kar-20201112_pre               XML     33K 
 3: EX-101.SCH  XBRL Schema -- kar-20201112                          XSD     12K 
12: JSON        XBRL Instance as JSON Data -- MetaLinks               12±    18K 
13: ZIP         XBRL Zipped Folder -- 0001395942-20-000105-xbrl      Zip     43K 


‘8-K’   —   Form 8-K – Backlotcars Closing


This is an HTML Document rendered as filed.  [ Alternative Formats ]



 iX:   C:  C: 
  kar-20201112  
 i 0001395942 i false00013959422020-11-122020-11-12

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM  i 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):  i November 12, 2020
kar-20201112_g1.jpg
 i KAR Auction Services, Inc.
(Exact name of Registrant as specified in its charter)


 i Delaware
 i 20-8744739
(State or other jurisdiction
of incorporation)
(Commission File
Number)
(I.R.S. Employer
Identification No.)


 i 11299 N. Illinois Street
 i Carmel,  i Indiana  i 46032
(Address of principal executive offices)
(Zip Code)

( i 800)  i 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:
 i  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 i  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 i  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 i  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  i 
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.
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbolName of each exchange on which registered
 i Common Stock, par value $0.01 per share i KAR i New York Stock Exchange




Item 2.01 Completion of Acquisition or Disposition of Assets.

On November 12, 2020, ADESA, Inc. (“ADESA”), a subsidiary of KAR Auction Services, Inc. (the “Company”), completed its previously announced acquisition of BacklotCars, Inc. (“BacklotCars”). Pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), by and among ADESA, Showroom Merger Sub, Inc., a subsidiary of ADESA (“Merger Sub”), the Company, BacklotCars, and Shareholder Representative Services LLC, as the securityholders representative, Merger Sub merged with and into BacklotCars, with BacklotCars continuing as the surviving corporation and as a wholly-owned subsidiary of ADESA (the “Merger”).

As a result of the Merger and pursuant to the terms of the Merger Agreement, each outstanding share of BacklotCars common stock and preferred stock (other than those shares of common stock or preferred stock held by BacklotCars) was converted into the right to receive an amount in cash as set forth in the Merger Agreement. The approximate aggregate consideration for the Merger was $425 million.

The foregoing description of the Merger does not purport to be complete and is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 8, 2020, and is incorporated herein by reference.


Item 7.01 Regulation FD Disclosure.

On November 12, 2020, the Company issued a press release (the “Press Release”) announcing the completion of the Merger. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.


Item 9.01 Financial Statements and Exhibits.

    (d) Exhibits

    EXHIBIT NO.        DESCRIPTION OF EXHIBIT
            
99.1            Press Release dated November 12, 2020.

104            Cover Page Interactive Data File - the cover page XBRL tags are embedded within the
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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: November 12, 2020                KAR Auction Services, Inc.


By: /s/ Eric M. Loughmiller
Eric M. Loughmiller
Executive Vice President and Chief
Financial Officer



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
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