8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) October 8, 2014

CDK Global, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

1-36486	46-5743146
(Commission File Number)	(I.R.S. Employer Identification No.)

1950 Hassell Road, Hoffman Estates, IL	60169
(Address of principal executive offices)	(Zip Code)

(847) 397-1700

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or 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 (see General Instruction A.2. below):

¨ 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))

Item 8.01 Other Events

On October 8, 2014, CDK Global, Inc. (the “Company”) issued a press release announcing that it priced $250,000,000 aggregate principal amount of its 3.30% Senior Notes due 2019 at an issue price of 100% (the “2019 Notes”) and $500,000,000 aggregate principal amount of its 4.50% Senior Notes due 2024 at an issue price of 100% (the “2024 Notes” and, together with the 2019 Notes, the “Notes”). The 2019 Notes will mature on October 15, 2019 and the 2024 Notes will mature on October 15, 2024. The Notes will be general unsecured obligations of the Company and will not be guaranteed by any of the Company’s subsidiaries. The net proceeds from the sale of the Notes are expected to be used by the Company, together with cash on hand, to repay all outstanding borrowings under its short-term $750 million senior unsecured bridge loan facility. The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

The Notes have been offered in a private offering that is exempt from registration under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent such registration or an exemption from the registration requirements of the Securities Act. This Report does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale of any security in any jurisdiction in which such offering, solicitation or sale would be unlawful. This Report contains information about pending transactions, and there can be no assurance that these transactions will be completed.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number	Description of Exhibit
99.1	Press Release dated October 8, 2014, issued by the Company.

SIGNATURES

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.

Dated: October 8, 2014

CDK Global, Inc.
By:	/s/ Steven J. Anenen
	Name:  Steven J. Anenen
	Title:    President and Chief Executive Officer

EX-99.1

Exhibit 99.1

CDK Global Announces Pricing of its

$250,000,000 3.30% Senior Notes Due 2019 and $500,000,000 4.50% Senior Notes Due 2024

HOFFMAN ESTATES, IL, October 8, 2014 – CDK Global, Inc. (“CDK Global”) announced today that it priced $250,000,000 aggregate principal amount of its 3.30% Senior Notes due 2019 at an issue price of 100% (the “2019 Notes”) and $500,000,000 aggregate principal amount of its 4.50% Senior Notes due 2024 at an issue price of 100% (the “2024 Notes” and, together with the 2019 Notes, the “Notes”). The 2019 Notes will mature on October 15, 2019 and the 2024 Notes will mature on October 15, 2024. The Notes have been offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons in accordance with Regulation S under the Securities Act. CDK Global expects to use the net proceeds from this offering, together with cash on hand, to repay all outstanding borrowings under its short-term $750 million senior unsecured bridge loan facility. The Notes will be general unsecured obligations of CDK Global and will not be guaranteed by any of CDK Global’s subsidiaries.

The Notes will not be registered under the Securities Act or the securities laws of any state or any other jurisdiction and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from the registration requirements under the Securities Act and applicable state securities laws and foreign securities laws.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities nor shall there be any sales of the Notes in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. This notice is being issued pursuant to and in accordance with Rule 135(c) under the Securities Act.

About CDK Global

With nearly $2 billion in revenues and more than 40 years of experience, CDK Global^TM is the largest global provider of integrated information technology and digital marketing solutions to the automotive retail industry and adjacencies. CDK Global provides solutions in more than 100 countries around the world, serving more than 26,000 retail locations and most automotive manufacturers. CDK Global’s solutions automate and integrate critical workflow processes from pre-sale targeted advertising and marketing campaigns to the sale, financing, insurance, parts supply, repair and maintenance of vehicles, with an increasing focus on utilizing data analytics and predictive intelligence. Visit cdkglobal.com.

Forward-Looking Statements

This document and other written or oral statements made from time to time by CDK Global may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not historical in nature and which may be identified by the use of words like “expects,” “assumes,” “projects,” “anticipates,” “estimates,” “we believe,” “could be” and other words of similar meaning, are forward-looking statements. These statements are based on management’s expectations and assumptions and are subject to risks and uncertainties that may cause actual results to differ materially from those expressed. Factors that could cause actual results to differ materially from those contemplated by the forward-looking statements include: CDK Global’s success in obtaining, retaining and selling additional services to clients; the pricing of products and services; changes in overall market and economic conditions, technology trends, and auto sales and advertising trends; competitive conditions; changes in regulations; changes in technology; availability of skilled technical personnel and the impact of new acquisitions and divestitures. CDK Global disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. These risks and uncertainties, along with the risk factors discussed under “Item 1A. Risk Factors” in our Registration Statement on Form 10 for the fiscal year ended June 30, 2014, should be considered in evaluating any forward-looking statements contained herein.

Investor Relations Contacts:

Elena Rosellen

847.485.4000

elena.rosellen@cdk.com

Jennifer Gaumond

847.485.4424

jennifer.gaumond@cdk.com

Media Contact:

Michelle Benko

847.485.4389

michelle.benko@cdk.com

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