CDK Global, Inc. (NASDAQ:CDK) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
2016 Term Loan Facility
On December 9, 2016, CDK Global, Inc. (the Company) entered into
a Credit Agreement among the Company, the lenders party thereto
and Bank of America, N.A., as Administrative Agent (the Credit
Agreement), providing for a senior unsecured term loan facility
(the term loan facility).
The Credit Agreement provides the Company with a term loan
facility in an aggregate principal amount of $400 million, which
is available in a single drawing on December 9, 2016. The term
loan facility will mature on the fifth anniversary of the closing
date, and will be subject to amortization in equal quarterly
installments of 1.25% of the aggregate principal amount of the
term loans made on the closing date, with any unpaid principal
amount to be due and payable on the maturity date.
Borrowings under the term loan facility will be used for general
corporate purposes, which may, without limitation, include the
repurchase of shares of the Companys common stock. The term loan
facility is unsecured, and the loans thereunder will bear
interest as specified in the Credit Agreement.
The term loan facility contains various covenants and restrictive
provisions, including limitations on the ability of the Companys
subsidiaries to incur additional indebtedness; the ability of the
Company to consolidate or merge with other entities; and the
ability of the Company and its subsidiaries to incur liens, to
enter into sale and leaseback transactions, and to enter into
agreements restricting the ability of the Companys subsidiaries
to pay dividends. If the Company fails to perform its obligations
under these and other covenants, any outstanding borrowings,
together with accrued interest, under the term loan facility
could be declared immediately due and payable. The term loan
facility also contains customary events of default.
The term loan facility also contains financial covenants that
provide that (A) the ratio of the Companys total consolidated
indebtedness to consolidated EBITDA shall not exceed 3.50 to 1.00
and (B) the ratio of the Companys consolidated EBITDA to
consolidated interest expense shall be a minimum of 3.00 to 1.00.
Amendment to 2014 Credit Agreement
On December 9, 2016, the Company entered into an Amendment (the
2014 amendment) to its Credit Agreement dated as of September 16,
2014 among the Company (f/k/a CDK Global Holdings, LLC), the
borrowing subsidiaries from time to time party thereto, the
lenders party thereto, and JPMorgan Chase Bank, as Administrative
Agent (the 2014 term loan facility).
The 2014 amendment amends the 2014 term loan facility to, among
other things, include certain bail-in language relating to EEA
Financial Institutions and make certain changes to the
definitions of Change in Control, Consolidated EBITDA, Defaulting
Lender, and Eligible Assignee. Amendment to 2015 Credit
Agreement
On December 9, 2016, the Company entered into an Amendment (the
2015 amendment) to its Credit Agreement dated as of December 14,
2015 among the Company, the lenders party thereto, and Bank of
America, N.A., as Administrative Agent (the 2015 term loan
facility).
The 2015 amendment amends the 2015 term loan facility to, among
other things, include certain bail-in language relating to EEA
Financial Institutions and make certain changes to the
definitions of Change in Control, Consolidated EBITDA, and
Eligible Assignee.
Item 8.01Other Events.
On December 9, 2016, the Company entered into an accelerated
share repurchase (ASR) agreement with Morgan Stanley Co. LLC
(Morgan Stanley) to purchase $330 million of the Companys common
stock. Under the terms of the ASR agreement, the Company will
make a $330 million payment to Morgan Stanley on December 12,
2016 and will receive from them on the same day an initial
delivery of approximately 4.5 million shares of the Companys
common stock. The final number of shares to be purchased will be
based on the average of the daily volume-weighted average price
of the Companys common stock during the term of the ASR
transaction, less a discount and subject to adjustments to the
terms and conditions of the ASR agreement. At settlement, under
certain circumstances, the Company may be entitled to receive
additional shares of the Companys common stock from Morgan
Stanley or, under certain circumstances, the Company may be
required to deliver shares of common stock or to make a cash
payment, at the Companys election, to Morgan Stanley. The final
settlement of the transaction under the ASR agreement is expected
to occur during the Companys fiscal quarter ending June 30, 2017.
The ASR agreement contains customary terms for these types of
transactions, including the mechanisms to determine the number of
shares or the amount of cash that will be delivered at
settlement, the required timing of delivery upon settlement, the
specific circumstances under which adjustments may be made to the
transaction, the specific circumstances under which the
transaction may be cancelled prior to the scheduled maturity and
various acknowledgements, representations and warranties made by
the Company and Morgan Stanley, as applicable, to one another.
Item 9.01Financial Statements and
Exhibits.
(d) Exhibits.
| Exhibit | |
| Number | Description of Exhibit |
| 10.1 |
Credit Agreement, dated as of December 9, 2016, among the Company, the lenders party thereto, and Bank of America, N.A., as Administrative Agent |
| 10.2 |
First Amendment, dated as of December 9, 2016, to the Credit Agreement dated September 16, 2014, among the Company (f/k/a CDK Global Holdings, LLC), the borrowing subsidiaries from time to time party thereto, the lenders party thereto, and JPMorgan Chase Bank, as Administrative Agent |
| 10.3 |
First Amendment, dated as of December 9, 2016, to the Credit Agreement dated December 14, 2015, among the Company, the lenders party thereto, and Bank of America, N.A., as Administrative Agent |
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 00.00 at 59.10 with 319,702 shares trading hands.