0000902664-18-002598.txt : 20180615 0000902664-18-002598.hdr.sgml : 20180615 20180615172710 ACCESSION NUMBER: 0000902664-18-002598 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180615 DATE AS OF CHANGE: 20180615 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CDK Global, Inc. CENTRAL INDEX KEY: 0001609702 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 465743146 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88373 FILM NUMBER: 18903135 BUSINESS ADDRESS: STREET 1: 1950 HASSELL ROAD CITY: HOFFMAN ESTATES STATE: IL ZIP: 60169 BUSINESS PHONE: 847-397-1700 MAIL ADDRESS: STREET 1: 1950 HASSELL ROAD CITY: HOFFMAN ESTATES STATE: IL ZIP: 60169 FORMER COMPANY: FORMER CONFORMED NAME: CDK Global Holdings, LLC DATE OF NAME CHANGE: 20140902 FORMER COMPANY: FORMER CONFORMED NAME: Dealer Services Holdings LLC DATE OF NAME CHANGE: 20140602 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ELLIOTT ASSOCIATES, L.P. CENTRAL INDEX KEY: 0000904495 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 222140975 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 40 WEST 57TH STREET STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125062999 MAIL ADDRESS: STREET 1: 40 WEST 57TH STREET STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: ELLIOTT ASSOCIATES LP DATE OF NAME CHANGE: 19930513 SC 13D/A 1 p18-1331sc13da.htm CDK GLOBAL, INC.
SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   

SCHEDULE 13D/A

(Amendment No. 4)*

 
Under the Securities Exchange Act of 1934
 

CDK Global, Inc.

(Name of Issuer)
 

Common Stock, par value $0.01 per share

(Title of Class of Securities)
 

12508E101

(CUSIP Number)
 

Elliott Associates, L.P.

c/o Elliott Management Corporation

40 West 57th Street

New York, NY 10019

 

with a copy to:

Eleazer Klein, Esq.
Marc Weingarten, Esq.

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

(212) 756-2000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

June 13, 2018

(Date of Event Which Requires Filing of This Statement)
 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]

 

(Page 1 of 8 Pages)

______________________________

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 12508E101Schedule 13D/APage 2 of 8 Pages

 

1

NAME OF REPORTING PERSON

Elliott Associates, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

1,991,127

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

1,991,127

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,991,127

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.5%

14

TYPE OF REPORTING PERSON

PN

         

 

 

CUSIP No. 12508E101Schedule 13D/APage 3 of 8 Pages

 

 

1

NAME OF REPORTING PERSON

Elliott International, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands, British West Indies

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

4,231,141

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

4,231,141

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

4,231,141

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.2%

14

TYPE OF REPORTING PERSON

PN

         

 

 

CUSIP No. 12508E101Schedule 13D/APage 4 of 8 Pages

 

 

1

NAME OF REPORTING PERSON

Elliott International Capital Advisors Inc.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

4,231,141

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

4,231,141

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

4,231,141

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.2%

14

TYPE OF REPORTING PERSON

CO

         

 

 

CUSIP No. 12508E101Schedule 13D/APage 5 of 8 Pages

 
The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned ("Amendment No. 4").  This Amendment No. 4 amends the Schedule 13D as specifically set forth herein.

 

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
   
Item 3 of the Schedule 13D is hereby amended and restated in the entirety by the following:
   

Elliott Working Capital

 

 The aggregate purchase price of the shares of Common Stock directly owned by Elliott and through Liverpool is approximately $93,144,391.
Elliott International Working Capital The aggregate purchase price of the shares of Common Stock directly owned by Elliott International is approximately $198,193,949.
   
The Reporting Persons may effect purchases of shares of Common Stock through margin accounts maintained for them with prime brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms' credit policies. Positions in shares of Common Stock may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts. Since other securities may be held in such margin accounts, it may not be possible to determine the amounts, if any, of margin used to purchase shares of Common Stock.
   
Item 5. INTEREST IN SECURITIES OF THE ISSUER
   
Items 5(a), (c) and (e) of the Schedule 13D are hereby amended and restated in its entirety by the following:
   
(a) As of the date hereof, Elliott, Elliott International and EICA collectively have beneficial ownership of 6,222,268 shares of Common Stock constituting approximately 4.7% of the shares of Common Stock outstanding.
   
The aggregate percentage of Common Stock reported owned by each person named herein is based upon 131,606,996 shares of Common Stock outstanding, which is the total number of shares of Common Stock outstanding as of April 24, 2018, as reported in the Issuer's Registration Statement on Form S-3ASR filed with the SEC on May 1, 2018.
   
As of the date hereof, Elliott beneficially owned, directly and indirectly, 1,991,127 shares of Common Stock, including 847,008 shares of Common Stock through Liverpool, constituting approximately 1.5% of the shares of Common Stock outstanding.
   
As of the date hereof, Elliott International beneficially owned 4,231,141 shares of Common Stock constituting approximately 3.2% of the shares of Common Stock outstanding.  EICA, as the investment manager of Elliott International may be deemed to beneficially own the 4,231,141 shares of Common Stock beneficially owned by Elliott International, constituting approximately 3.2% of the shares of Common Stock outstanding.
   
(c) The transactions effected by the Reporting Persons since the filing of Amendment No. 3 to the Schedule 13D are set forth on Schedule 1 attached hereto.
 

(e) June 13, 2018.

 

CUSIP No. 12508E101Schedule 13D/APage 6 of 8 Pages

Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
   
Item 6 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
   
Elliott and Elliott International have entered into physically settled short call options (the "Call Options") relating to 80,000 and 170,000 shares of Common Stock, respectively.  The Call Options have a strike price of $65.00 and have an expiration date of July 20, 2018. The counterparty to the Call Options is an unaffiliated third party financial institution.
   

 

CUSIP No. 12508E101Schedule 13D/APage 7 of 8 Pages

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATE: June 15, 2018

 

ELLIOTT ASSOCIATES, L.P.    
By: Elliott Capital Advisors, L.P., as General Partner    
By: Braxton Associates, Inc., as General Partner    
     
     
/s/ Elliot Greenberg    
Name: Elliot Greenberg    
Title: Vice President    
     
ELLIOTT INTERNATIONAL, L.P.    
By: Elliott International Capital Advisors Inc., as Attorney-in-Fact    
     
     
/s/ Elliot Greenberg    
Name: Elliot Greenberg    
Title: Vice President    
     
ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC.    
     
     
/s/ Elliot Greenberg    
Name: Elliot Greenberg    
Title: Vice President    

 

 

CUSIP No. 12508E101Schedule 13D/APage 8 of 8 Pages

 

SCHEDULE 1

 

Transactions of the Reporting Persons Effected Since the Filing of Amendment No. 3

 

The following transactions were effected directly by Elliott Associates, L.P. in the shares of Common Stock since the filing of Amendment No. 3 to the Schedule 13D:

 

Date Security Amount of Shs.
Bought / (Sold)		 Approx. price ($)
per Share
       
06/05/2018 Common Stock (13,177) 65.39
06/06/2018 Common Stock (10,112) 65.02
06/08/2018 Common Stock (135,723) 64.92
06/08/2018 Common Stock (160,000) 65.06
06/13/2018 Common Stock (38,612) 65.48

 

The following transactions were effected by The Liverpool Limited Partnership in the shares of Common Stock since the filing of Amendment No. 3 to the Schedule 13D:

 

Date Security Amount of Shs.
Bought / (Sold)		 Approx. price ($)
per Share
       
06/04/2018 Common Stock (48,000) 65.11
06/07/2018 Common Stock (4,800) 64.50
06/11/2018 Common Stock (992) 65.01
06/12/2018 Common Stock (24,000) 65.36
06/14/2018 Common Stock (16,000) 65.92
06/15/2018 Common Stock (29,888) 66.11

 

The following transactions were effected by Elliott International, L.P. in the shares of Common Stock since the filing of Amendment No. 3 to the Schedule 13D:

 

Date Security Amount of Shs.
Bought / (Sold)		 Approx. price ($)
per Share
       
06/4/2018 Common Stock (102,000) 65.11
06/5/2018 Common Stock (28,002) 65.39
06/6/2018 Common Stock (21,488) 65.02
06/7/2018 Common Stock (10,200) 64.50
06/8/2018 Common Stock (340,000) 65.06
06/8/2018 Common Stock (288,412) 64.92
06/11/2018 Common Stock (2,108) 65.01
06/12/2018 Common Stock (51,000) 65.36
06/13/2018 Common Stock (82,052) 65.48
06/14/2018 Common Stock (34,000) 65.92
06/15/2018 Common Stock (63,512)  66.11