CDK Global, Inc. (NASDAQ:CDK) Files An 8-K Entry into a Material Definitive Agreement

Item1.01.

4.875% Senior Notes due 2027

On May15, 2017, CDK Global, Inc. (the Company) issued $600
million aggregate principal amount of its 4.875% Senior Notes due
2027 (the Notes). The Notes were issued to an indenture, dated as
of May15, 2017 (the Indenture), among the Company and U.S. Bank
National Association, as trustee (in such capacity, the Trustee).
The Notes are general unsecured obligations of the Company and
are not guaranteed by any of the Companys subsidiaries. The net
proceeds from the sale of the Notes will be used by the Company
for general corporate purposes, which may include share
repurchases, dividends, acquisitions, repayments of debt, and
working capital and capital expenditures.

As the general unsecured obligations of the Company, the Notes
rank (i)equally in right of payment with all of the Companys
existing and future senior indebtedness, including indebtedness
under the Companys credit facilities and existing senior notes,
(ii)senior to all of the Companys future subordinated
indebtedness, (iii)effectively subordinated to all of the
Companys existing and future secured indebtedness, to the extent
of the value of the collateral securing such indebtedness and
(iv)structurally subordinated to the obligations of the Companys
subsidiaries.

The Company will pay interest on the Notes at a rate of 4.875%per
annum. Interest on the Notes is payable semiannually to holders
of record at the close of business on May15 or November15
immediately preceding the interest payment date on June1 and
December1 of each year, commencing December1, 2017. The Notes
mature on June1, 2027.

Prior to June1, 2022, the Company may redeem the Notes in whole
or in part at a price equal to 50% of the aggregate principal
amount thereof plus accrued and unpaid interest, if any, plus the
applicable make-whole premium.

On or after June1, 2022, the Company may redeem the Notes at a
price equal to: (i)102.438% of the aggregate principal amount of
the Notes redeemed prior to June1, 2023; (ii)101.625% of the
aggregate principal amount of the Notes redeemed on or after
June1, 2023 but prior to June1, 2024; (iii)100.813% of the
aggregate principal amount of the Notes redeemed on or after
June1, 2024 but prior to June1, 2025; and (iv)100.000% of the
aggregate principal amount of the Notes redeemed thereafter.

The Indenture contains covenants that limit the Company and its
subsidiaries ability to, among other things: (i)incur liens on
any of their properties or assets; (ii)enter into any
sale/leaseback transaction; and (iii)consolidate with, merge with
or into, or sell, convey, transfer or lease all or substantially
all its assets to, any other person. These covenants are subject
to a number of important exceptions and qualifications, as
described in the Indenture. The Indenture also provides for
events of default, which, if any of them occurs, would permit or
require the principal, premium, if any, interest and any other
monetary obligations on all the then outstanding Notes to be due
and payable immediately.

Registration Rights Agreement

On May15, 2017, in connection with the issuance of the Notes, the
Company entered into a registration rights agreement with a
representative of the initial purchasers of the Notes, relating
to, among other things, an exchange offer for the Notes (the
Registration Rights Agreement). Under the Registration Rights
Agreement, the Company is obligated to use commercially
reasonable efforts to (i)cause to be filed with the Securities
and Exchange Commission (the SEC) a registration statement for
exchange offers of freely tradable notes having substantially
identical terms as the Notes issued under the Indenture and
(ii)have such registration statement declared effective by the
SEC and cause the exchange offers to be completed within 60
business days after such registration statement becomes
effective. If the Company is unable to effect the exchange offer
under certain circumstances, the Company is obligated to use
commercially reasonable efforts to have a shelf registration
statement declared effective by the SEC with respect to resales
of the Notes as soon as practicable after the obligation to file
such shelf registration statement arises and to keep such shelf
registration statement effective, supplemented and amended until
all of the Notes covered by the shelf registration statement
cease to be registrable securities. If the exchange offer is not
completed or a shelf registration statement, if required for any
reason under the Registration Rights Agreement other than because
of a request on the part of a holder of the Notes, does not
become effective within 365 days of the closing date, then the
interest rate on the Notes will increase by 0.25%per annum for
the first 90-day period following such 365^th day and (ii)an additional
0.25%per annum thereafter until the exchange offer is completed,
the shelf registration becomes effective or the Notes of the
applicable series become freely tradable.

The information set forth under item 1.01 above is incorporated
by reference into this Item2.03.

(d) Exhibits.

About CDK Global, Inc. (NASDAQ:CDK)

CDK Global, Inc. provides integrated information technology and digital marketing solutions. The Company’s segments include Retail Solutions North America, Advertising North America and CDK International. Through its Retail Solutions North America segment, the Company provides technology-based solutions, including automotive Website platforms, that help automotive retailers, original equipment manufacturers (OEMs) and other industry participants manage the acquisition, sale, financing, insuring, parts supply, repair and maintenance of vehicles. Through its Advertising North America segment, the Company provides advertising solutions, including management of digital advertising spend, for OEMs and automotive retailers. As of June 30, 2016, through its CDK International segment, it provided technology-based solutions similar to the retail solutions provided in its Retail Solutions North America segment in approximately 100 countries outside of the United States and Canada.

CDK Global, Inc. (NASDAQ:CDK) Recent Trading Information

CDK Global, Inc. (NASDAQ:CDK) closed its last trading session down -0.03 at 62.53 with 736,517 shares trading hands.