CDK Global begins tender offer, consent bid for three notes

By Wendy Van Sickle

Columbus, Ohio, April 20 – CDK Global, Inc. began cash tender offers and consent solicitations for notes from three series, according to an 8-K filing with the Securities and Exchange Commission.

The company is offering to buy any and all of the notes under the tender offers.

The following notes are covered:

• $500 million outstanding notes due 2024 with an original coupon of 4½% and a current coupon of 5% (Cusip: 12508EAD3) for a total consideration of $1,036.25 per $1,000 principal amount;

• $600 million outstanding 4 7/8% notes due 2027 (Cusip: 12508EAF8) for a total consideration of $1,012.50 per $1,000 principal amount; and

• $500 million outstanding 5¼% notes due 2029 (Cusips: 12508EAD3, U12227AD3) for a total consideration of $1,012.50 per $1,000 principal amount.

Each of the total considerations includes a $30 consent payment that will be paid only to holders who validly tender their notes and deliver their consents by 5 p.m. ET on May 3.

The tender offers will expire at midnight ET at the end of the day on May 17.

The tender offers and consent solicitations are being undertaken in connection with the acquisition of CDK by Central Parent LLC, an affiliate of Brookfield Asset Management Inc. and Brookfield Capital Partners VI LP.

The consent solicitation seeks for holders to approve some proposed amendments to each of the note indentures to, among other things, eliminate any obligation to make a change-of-control offer for the notes. Without the amendments, consummation of the acquisition would likely trigger the requirement that the company offer to buy the notes at 101, the company reported.

Consummation of a tender offer is conditioned upon receipt of consents from holders of at least a majority of the outstanding principal amount of the relevant series; the execution of a supplemental indenture for that series; receipt of proceeds from a financing on terms satisfactory to the company; and consummation of the acquisition.

Credit Suisse Securities (USA) LLC (800 820-1653 or 212 325-2476) is the dealer manager for the tender offers and solicitation agent for the solicitations.

D.F. King & Co., Inc. (212 269-5550 or 888 540-8736) is the information agent and tender agent.

CDK Global is a Hoffman Estates, Ill.-based provider of software services for the automotive retail industry.

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