CDK GLOBAL, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2022-07-12: Form 8-K; Period of report 2022-07-06; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2022-07-06: Form 8-K; Period of report 2022-07-05; Description 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 1.01.
- 2022-06-09: Form 8-K; Period of report 2022-06-09; Description 8.01 Other Events; Details 8.01.
- 2022-05-27: Form 8-K; Period of report 2022-05-27; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2022-07-12 | 8-K | 2022-07-06 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 As previously disclosed, on July 6, 2022, CDK Global, Inc. (the “Company”) was merged with and into Central Merger Sub Inc., a Delaware corporation, with the Company as the surviving entity and a wholly-owned subsidiary of Central Parent Inc., a Delaware corporation (“Parent”) (the “Merger”). | tm2220839d1_8k.htm |
| 2022-07-06 | 8-K | 2022-07-05 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 1.02 On July 6, 2022, the Company terminated the Existing Credit Agreement. 2.01 The information contained in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01. 2.03 The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03. 3.01 On July 6, 2022, the Company notified the Nasdaq Global Select Market (“Nasdaq”) of the consummation of the Merger, and requested that Nasdaq (1) suspend trading of the Shares before the opening of trading on July 6, 2022 and (2) file with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 25 to effect the delisting of shares of the Company’s common stock from Nasdaq and to deregister the Shares under Section 12(b) of the Exchange Act. 3.03 The information contained in the Introductory Note, Item 2.01, Item 3.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. 5.01 As a result of Purchaser’s acceptance for payment of all Shares that were validly tendered and not validly withdrawn in accordance with the terms of the Offer and the consummation of the Merger pursuant to Section 251(h) of the DGCL, on July 6, 2022, a change in control of the Company occurred and the Company is now a wholly-owned subsidiary of Parent. 5.02 In accordance with the terms of the Merger Agreement and effective as of the Effective Time, each of Leslie A. Brun, Willie A. Deese, Amy J. Hillman, Brian Krzanich, Stephen A. Miles, Robert E. Radway, Stephen F. Schuckenbrock, Frank S. Sowinski and Eileen J. Voynick resigned from the Company’s board of directors and the committees of the Company’s board of directors. 5.03 In connection with the consummation of the Merger, the Company’s certificate of incorporation and its bylaws were amended and restated in their entirety, effective as of the Effective Time. 8.01 On July 6, 2022, in connection with its previously announced tender offers (the “Debt Tender Offers”) to purchase for cash any and all of its issued and outstanding 4.500% Senior Notes due 2024, the interest rate of which adjusts from time to time and is currently 6.500% (the “2024 Notes”), 4.875% Senior Notes due 2027 (the “2027 Notes”) and 5.250% Senior Notes due 2029 (the “2029 Notes” and together with the 2024 Notes and the 2027 Notes, the “Existing Notes”) and related solicitation of consents to the adoption of certain proposed amendments to the indentures governing the Existing Notes pursuant to its Offer to Purchase and Consent Solicitation Statement dated April 20, 2022, as amended from time to time through the date hereof, the Company accepted all of the Existing Notes that were validly tendered and not validly withdrawn as of 5:00 p.m. | tm2220236d3_8k.htm |
| 2022-06-09 | 8-K | 2022-06-09 | 8.01 Other Events | 8.01 On June 9, 2022, CDK Global, Inc. (the “Company”) issued a press release announcing that its Board of Directors has approved a quarterly cash dividend to shareholders of its common stock. | cdk-20220609.htm |
| 2022-05-27 | 8-K | 2022-05-27 | 8.01 Other Events | 8.01 On May 27, 2022, CDK Global, Inc. (the “Company”) issued a press release announcing the extension of the expiration date of its previously announced tender offers (the “Tender Offers”) to purchase for cash any and all of its issued and outstanding 4.500% Senior Notes due 2024, the interest rate of which adjusts from time to time and is currently 5.000% (the “2024 Notes”), 4.875% Senior Notes due 2027 (the “2027 Notes”) and 5.250% Senior Notes due 2029 (the “2029 Notes” and, together with the 2024 Notes and the 2027 Notes, the “Notes”) and related solicitation of consents (the “Solicitations”) to the adoption of certain proposed amendments to the indentures governing the Notes. | tm2213228d6_8k.htm |
| 2022-05-18 | 8-K | 2022-05-18 | 8.01 Other Events | 8.01 On May 18, 2022, CDK Global, Inc. (the “Company”) issued a press release announcing the extension of the expiration date of its previously announced tender offers (the “Tender Offers”) to purchase for cash any and all of its issued and outstanding 4.500% Senior Notes due 2024, the interest rate of which adjusts from time to time and is currently 5.000% (the “2024 Notes”), 4.875% Senior Notes due 2027 (the “2027 Notes”) and 5.250% Senior Notes due 2029 (the “2029 Notes” and, together with the 2024 Notes and the 2027 Notes, the “Notes”) and related solicitation of consents (the “Solicitations”) to the adoption of certain proposed amendments to the indentures governing the Notes. | tm2215928d1_8k.htm |
| 2022-05-09 | 8-K | 2022-05-09 | 8.01 Other Events | 8.01 Attached as Exhibit 99.1 is a copy of the press release of CDK Global, Inc. (the “Company”), dated May 9, 2022, announcing the early results of its previously announced tender offer (the “Tender Offer”) relating to any and all of its outstanding 4.500% Senior Notes due 2024, the interest rate of which adjusts from time to time and is currently 5.000% (the “2024 Notes”) pursuant to the Offer to Purchase and Consent Solicitation Statement dated April 20, 2022. | tm2214881d1_8k.htm |
| 2022-05-05 | 8-K | 2022-05-05 | 2.02 Results of Operations and Financial Condition | 2.02 On May 5, 2022, CDK Global, Inc. (the “Company”), issued a press release announcing its financial results for the third quarter ended March 31, 2022. | cdk-20220505.htm |
| 2022-05-04 | 8-K | 2022-05-03 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 Attached as Exhibit 99.1 is a copy of the press release, dated May 4, 2022, announcing (i) that the Company has received consents from holders of greater than a majority of the outstanding aggregate principal amount of each series of Notes in connection with its previously announced tender offers (the “Tender Offers”) relating to any and all of its outstanding Notes pursuant to the Offer to Purchase and Consent Solicitation Statement dated April 20, 2022, (ii) the initial results of the Tender Offers and (iii) the extension of the consent time of the Tender Offer relating to the 2024 Notes and the extension of the expiration date of the Tender Offers. | tm2213228d3_8k.htm |
| 2022-04-20 | 8-K | 2022-04-20 | 8.01 Other Events | 8.01 Attached as Exhibit 99.1 is a copy of the press release, dated April 20, 2022, announcing that CDK Global, Inc. (the “Company”) has commenced tender offers (the “Tender Offers”) to purchase for cash any and all of its issued and outstanding 4.500% Senior Notes due 2024 (the “2024 Notes”), 4.875% Senior Notes due 2027 (the “2027 Notes”) and 5.250% Senior Notes due 2029 (the “2029 Notes” and, together with the 2024 Notes and the 2027 Notes, the “Notes”). | tm2213167d1_8k.htm |
| 2022-04-08 | 8-K | 2022-04-07 | 1.01 Entry into a Material Definitive Agreement | 1.01 As previously announced, on April 7, 2022, CDK Global, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Central Parent LLC (“Parent”), a Delaware limited liability company, and Central Merger Sub Inc. (“Merger Sub”), a Delaware corporation and wholly owned subsidiary of Parent. | cdk-20220407.htm |
| 2022-04-07 | 8-K | 2022-04-07 | 8.01 Other Events | 8.01 On April 7, 2022, CDK Global Inc., a Delaware corporation (the “Company”) issued a press release announcing entry into an Agreement and Plan of Merger (the “Merger Agreement”), dated April 7, 2022, by and among the Company, Central Parent LLC, a Delaware limited liability company (“Parent”) and Central Merger Sub Inc., a Delaware corporation (“Merger Sub”). | eh220242462_8k.htm |
| 2022-02-03 | 8-K | 2022-02-03 | 2.02 Results of Operations and Financial Condition | 2.02 On February 3, 2022, CDK Global, Inc. (the “Company”), issued a press release announcing its financial results for the second quarter ended December 31, 2021. | cdk-20220203.htm |
| 2022-01-12 | 8-K | 2022-01-12 | 8.01 Other Events | 8.01 On January 12, 2022, CDK Global, Inc. (the “Company”) issued a press release announcing that its Board of Directors has approved a quarterly cash dividend to shareholders of its common stock. | cdk-20220112.htm |