8-K 1 nc10002038x2_8k.htm FORM 8-K

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

FORM 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): May 22, 2019


KAR Auction Services, Inc.
(Exact name of Registrant as specified in its charter)


Delaware
001-34568
20-8744739
(State or other jurisdiction
 of incorporation)
(Commission File Number)
 
(I.R.S. Employer
 Identification No.)
     
13085 Hamilton Crossing Boulevard Carmel, Indiana
46032
(Address of principal executive offices)
(Zip Code)
     
 
(800) 923-3725
  
(Registrant’s telephone number, including area code)
 
Not Applicable
(Former name of former address, if changed since last report)

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:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
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          ☐

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 class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.01 per share
KAR
New York Stock Exchange

Item 8.01
Other Events.

On May 22, 2019, IAA Spinco Inc. (to be renamed IAA, Inc.), a wholly owned subsidiary of KAR Auction Services, Inc., announced that it has priced its previously announced offering of 5.500% senior notes due 2027. The size of the offering has been increased from $400 million to $500 million.

A press release announcing the pricing of the notes is attached as Exhibit 99.1 hereto.

Item 9.01
Financial Statements and Exhibits.

(d) Exhibits.


EXHIBIT NO.
  
DESCRIPTION OF EXHIBIT
   
Press release dated May 22, 2019 – “IAA Announces Pricing and Upsizing of Senior Notes Offering”
       

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.


      
 
KAR Auction Services, Inc.
     
 
By:
/s/ Eric M. Loughmiller
 
Name:
Eric M. Loughmiller
 
Title:
Executive Vice President and Chief Financial Officer
       

Dated: May 22, 2019