OPENLANE, Inc 8-K, filed Nov 12, 2020
OPENLANE, Inc. (OPLN)
8-K
2020-11-12
For: 2020-11-12
View Original
Added on
April 11, 2026
About this 8-K
OPENLANE, Inc filed this 8-K on November 12, 2020.
Items reported
- Item 2.01: Completed an acquisition or sale of assets
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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): November 12, 2020
(Exact name of Registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of principal executive offices)
(Zip Code)
(800 ) 923-3725
(Registrant’s telephone number, including area code)
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:
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 | Name of each exchange on which registered | ||||||||||||
Item 2.01 Completion of Acquisition or Disposition of Assets.
On November 12, 2020, ADESA, Inc. (“ADESA”), a subsidiary of KAR Auction Services, Inc. (the “Company”), completed its previously announced acquisition of BacklotCars, Inc. (“BacklotCars”). Pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), by and among ADESA, Showroom Merger Sub, Inc., a subsidiary of ADESA (“Merger Sub”), the Company, BacklotCars, and Shareholder Representative Services LLC, as the securityholders representative, Merger Sub merged with and into BacklotCars, with BacklotCars continuing as the surviving corporation and as a wholly-owned subsidiary of ADESA (the “Merger”).
As a result of the Merger and pursuant to the terms of the Merger Agreement, each outstanding share of BacklotCars common stock and preferred stock (other than those shares of common stock or preferred stock held by BacklotCars) was converted into the right to receive an amount in cash as set forth in the Merger Agreement. The approximate aggregate consideration for the Merger was $425 million.
The foregoing description of the Merger does not purport to be complete and is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 8, 2020, and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On November 12, 2020, the Company issued a press release (the “Press Release”) announcing the completion of the Merger. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT NO. DESCRIPTION OF EXHIBIT
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the
Inline XBRL document.
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.
Dated: November 12, 2020 KAR Auction Services, Inc.
By: /s/ Eric M. Loughmiller
Eric M. Loughmiller
Executive Vice President and Chief
Financial Officer
EXHIBIT 99.1
| PRESS RELEASE | ||
FOR IMMEDIATE RELEASE
KAR Completes Acquisition of BacklotCars
Accelerated Integration to Deliver Enhanced Digital Dealer-to-Dealer Offering
CARMEL, Ind. – Nov. 12, 2020 – KAR Auction Services, Inc., d/b/a/ KAR Global (NYSE: KAR) has completed the acquisition of BacklotCars, Inc. The addition of BacklotCars supplements the company’s suite of leading digital marketplaces, including TradeRev, ADESA.com and OPENLANE, North America’s largest private label platform for exclusive off-lease inventory. BacklotCars also deepens the company’s footprint in key strategic markets while anchoring continued expansion into new geographies to meet dealer demand.
“We are laser-focused on providing dealers with the most efficient, convenient and economically advantageous digital marketplaces to sell and source inventory,” said Peter Kelly, president of KAR Global. “BacklotCars is one of the fastest-growing dealer-to-dealer platforms in the country, and TradeRev’s growth continued to accelerate through the third quarter. Combine that strong momentum with the buyer-base, technology, analytic capabilities and expertise from ADESA and across the KAR platform, and I think you’ve got a pretty compelling solution for any dealer in any market.”
In recent months, KAR has evolved to a 100% digital model, and the addition of BacklotCars further advances the company’s digital transformation strategy. BacklotCars’ 24/7 “bid-ask” marketplace format complements the flexible buying and selling options already available at ADESA, including Simulcast+SM, the industry’s first fully automated auction platform launched earlier this year. BacklotCars’ customers will also now benefit from ADESA’s network of 74 facilities where the company has invested heavily to streamline and digitize its storage, inspection, remarketing and reconditioning operations.
“There is so much energy and excitement around this combination with our employees and with our customers,” said Justin Davis, co-founder and president of BacklotCars. “I’m proud of what the BacklotCars team has built and the thousands of strong dealer partnerships we’ve developed over the past six years. And I can’t wait to introduce the innovation, power and fierce entrepreneurial spirit of KAR Global to our culture, our products and our customer base.”
Davis will report to Kelly, and as previously reported, BacklotCars co-founders Josh Parsons, Ryan Davis, and Fabricio Solanes will also remain with the company. Though the companies are actively integrating, there are no immediate changes to either company’s product offerings, pricing or customer agreements.
“We’re committed to a disruption-free integration for our customers and advancing BacklotCars’ vision of making wholesale easy so that dealers can be more successful,” said Kelly. “We are excited to be part of that vision and to bring the BacklotCars offering to more dealers across the United States.”
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| KAR Contacts | |||||
| Media Inquiries: | Analyst Inquiries: | ||||
| Stephanie Freeman | Mike Eliason | ||||
| (317) 619-9515 | (317) 249-4559 | ||||
| stephanie.freeman@karglobal.com | mike.eliason@karglobal.com | ||||
About KAR
KAR Auction Services, Inc. d/b/a KAR Global (NYSE: KAR), provides sellers and buyers across the global wholesale used vehicle industry with innovative, technology-driven remarketing solutions. KAR Global’s unique end-to-end platform supports whole car, financing, logistics and other ancillary and related services, including the sale of nearly 3.8 million units valued at approximately $40 billion through our auctions in 2019. Our integrated physical, online and mobile marketplaces reduce risk, improve transparency and streamline transactions for customers in more than 80 countries. Headquartered in Carmel, Indiana, KAR Global has employees across the United States, Canada, Mexico, U.K. and Europe. For more information and the latest KAR Global news, go to www.karglobal.com and follow us on Twitter @KARspeaks.