Item 1.01 Entry Into a Material Definitive Agreement.
Entry into Fifth Amendment to Credit Agreement
On
The foregoing summary of the Fifth Amendment Agreement, dated
Entry into Agreement and Plan of Merger
On
In the Merger, each outstanding share of BacklotCars common stock and preferred
stock (other than those shares of common stock or preferred stock held by
BacklotCars) will be converted into the right to receive an amount in cash as
set forth in the Merger Agreement. The value of the consideration payable by
ADESA in connection with the Merger is
Consummation of the Merger is subject to customary conditions, including the
expiration or termination of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
Act"). Under certain circumstances, upon the termination of the Merger Agreement
relating to the failure to obtain necessary clearances for the Merger under the
HSR Act, ADESA would be required to pay a termination fee of
The Merger Agreement also contains customary representations and warranties and covenants, including, among other things, with respect to the operation of the business of BacklotCars and its subsidiaries between the signing of the Merger Agreement and the closing of the Merger. In connection with the entry into of the Merger Agreement, ADESA has obtained a customary representations and warranties insurance policy as recourse for certain losses arising out of breaches of the representations and warranties of BacklotCars in the Merger Agreement and for certain pre-closing taxes of BacklotCars.
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 is attached hereto as Exhibit 2.1 and incorporated herein by reference.
Item 8.01. Other Events.
On
Item 9.01 Financial Statements and Exhibits. (d) Exhibits EXHIBIT NO. DESCRIPTION OF EXHIBIT 2.1 Agreement and Plan of Merger dated as ofSeptember 4, 2020 by and amongADESA, Inc. ,Showroom Merger Sub, Inc. ,KAR Auction Services, Inc. ,BacklotCars, Inc. andShareholder Representative Services LLC , as the securityholders representative. 10.1 Fifth Amendment Agreement, datedSeptember 2, 2020 , by and amongKAR Auction Services, Inc. ,JPMorgan Chase Bank, N.A ., as administrative agent, certain subsidiaries ofKAR Auction Services, Inc. party thereto and the certain revolving lenders party thereto . 99.1 Press Release datedSeptember 8, 2020 . 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)
© Edgar Online, source