WESTCHESTER, IL – KAR Holdings, Inc. intends to commence a private placement offering to eligible purchasers of $1.1 billion of floating rate senior notes due 2014, fixed rate senior notes due 2014, and senior subordinated notes due 2015. The notes are expected to be eligible for resale under Rule 144A of the Securities Act of 1933. The resale of the notes in connection with the private placement, which is subject to market and other conditions, will be made within the U.S. to qualified institutional buyers and outside the U.S. to non-U.S. investors under Regulation S of the Securities Act of 1933.
The notes offered have not been and will not be registered under the Securities Act of 1933 or applicable state securities laws, and may not be offered or sold in the U.S. absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws. This announcement shall not constitute an offer to sell or a solicitation of an offer to buy the notes.
The notes are offered in connection with a merger and related transactions that will result in ADESA, Inc. and Insurance Auto Auctions, Inc. becoming wholly owned subsidiaries of KAR Holdings. The closing of the notes offering will be contingent upon the substantially concurrent consummation of the merger and related transactions.