-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IoujcUnbc5QeydlFIUg30kmBfwHV2BmKYegQed6pVRgPZbAzk8iF1hlL8ypckajF StyCVnm2kujlWaHIEhl52A== 0000899140-01-500418.txt : 20020410 0000899140-01-500418.hdr.sgml : 20020410 ACCESSION NUMBER: 0000899140-01-500418 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20011114 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COBALT GROUP INC CENTRAL INDEX KEY: 0001036290 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 911674947 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E3/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58197 FILM NUMBER: 1789891 BUSINESS ADDRESS: STREET 1: 2200 FIRST AVENUE S STREET 2: STE 400 CITY: SEATTLE STATE: WA ZIP: 98134 BUSINESS PHONE: 2062696363 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COBALT GROUP INC CENTRAL INDEX KEY: 0001036290 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 911674947 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E3/A BUSINESS ADDRESS: STREET 1: 2200 FIRST AVENUE S STREET 2: STE 400 CITY: SEATTLE STATE: WA ZIP: 98134 BUSINESS PHONE: 2062696363 SC 13E3/A 1 cog958250.txt AMENDMENT NO. 5 TO SCHEDULE 13E-3 SCHEDULE 13E-3 (AMENDMENT NO. 5) Final Amendment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Rule 13e-3 Transaction Statement under Section 13(e) of the Securities Exchange Act of 1934 THE COBALT GROUP, INC. ----------------------------------------------------------------- (Name of the Issuer) The Cobalt Group, Inc.; Cobalt Acquisition Corporation; Warburg, Pincus Equity Partners, L.P.; Warburg, Pincus & Co.; Warburg Pincus LLC; Joseph P. Landy; Ernest H. Pomerantz; Kevin Distelhorst; Michael Bell; David Cronk; Geoffrey T. Barker; Mark T. Koulogeorge; Environmental Private Equity Fund II, L.P.; The Productivity Fund III, L.P. and John W.P. Holt ----------------------------------------------------------------- (Name of Person(s) Filing Statement) Common Stock, par value $0.01 per share ----------------------------------------------------------------- (Title of Class of Securities) 19074Q1031 ----------------------------------------------------------------- (CUSIP Number of Class of Securities) Scott A. Arenare, Esq. Warburg Pincus LLC 466 Lexington Avenue New York, New York 10017 (212) 878-0600 ----------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized To Receive Notices and Communications on Behalf of the Person(s) Filing Statement) Copies to: Steven J. Gartner, Esq. Willkie Farr & Gallagher 787 Seventh Avenue New York, New York 10019 (212) 728-8000 This statement is filed in connection with (check the appropriate box): a. [x] The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934. b. [ ] The filing of a registration statement under the Securities Act of 1933. c. [ ] A tender offer. d. [ ] None of the above. Check the following box if the solicitation materials or information statement referred to in checking box (a) are preliminary copies: [ ] SCHEDULE 13E-3 Calculation of Filing Fee ----------------------------------------------------------------- Transaction Valuation* Amount of Filing Fee $38,430,833 $7,687 ----------------------------------------------------------------- * For purposes of calculating the filing fee only. This calculation assumes the purchase of 10,980,238 shares of common stock of The Cobalt Group, Inc. at $3.50 per share in cash. The amount of the filing fee, calculated in accordance with Regulation 240.0-11 promulgated under the Securities Exchange Act of 1934, as amended, equals 1/50 of one percent of the value of the maximum number of shares proposed to be purchased as described in the Proxy Statement. / X / Check box if any part of the fee is offset as provided by Rule 0-11(a) (2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and date of its filing. Amount Previously Paid: $7,687.00 --------- Form or Registration No. Schedule 14A ------------ Filing Party: The Cobalt Group, Inc. ---------------------- Date Filed: June 25, 2001 ------------- Item 15. Additional Information ---------------------- This Amendment No. 5 to the Rule 13e-3 Transaction Statement on Schedule 13E-3 (as amended by Amendments No. 1, No. 2, No. 3 and No. 4 thereto, the "Transaction Statement"), relates to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 2, 2001, by and between The Cobalt Group, Inc., a Washington corporation (the "Company"), and Cobalt Acquisition Corporation, a Washington corporation ("Merger Sub"). This Amendment No. 5 is being filed by the Company, the issuer of the equity securities which are the subject of the Rule 13e-3 transaction, Merger Sub, Warburg, Pincus Equity Partners, L.P., Warburg, Pincus & Co., Warburg Pincus LLC and the following directors, executive officers and shareholders of the Company: Joseph P. Landy, Ernest H. Pomerantz, John W.P. Holt, Mark T. Koulogeorge and Geoffrey T. Barker, each of whom are members of the Company's Board of Directors, Kevin Distelhorst, a vice president of the Company and the general manager of the Company's IntegraLink division, Michael Bell, a vice president of the Company and the general manager of the Company's PartsVoice division, David Cronk, the vice president of operations of the Company, Environmental Private Equity Fund II, L.P., a shareholder of the Company and The Productivity Fund III, L.P., a shareholder of the Company. The purpose of this Amendment No. 5 is to file a final amendment to the Transaction Statement to report the results of the Rule 13e-3 transaction pursuant to Rule 13e-3(d)(3). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Transaction Statement. On November 13, 2001, the Company held a special meeting of its shareholders for the purpose of voting upon the Merger Agreement. At the special meeting, approximately 76% of the issued and shares of Common Stock that were entitled to vote at the special meeting approved the Merger Agreement. Immediately after the meeting, the Company filed Articles of Merger with the Secretary of State of the State of Washington, at which time Merger Sub was merged (the "Merger") with and into the Company, with the Company as the surviving corporation (the "Surviving Corporation") and the separate corporate existence of Merger Sub ceased. Immediately following consummation of the Merger, Warburg, Pincus Equity Partners, L.P. and certain of its affiliates ("Warburg Pincus") purchased shares of the Surviving Corporation's Series A Convertible Preferred Stock (the "Preferred Stock"). The Company will use the proceeds received from Warburg Pincus for the Preferred Stock to pay the merger consideration. As a result of the Merger, the Common Stock of the Company ceased to trade on the Nasdaq Stock Market and became eligible for delisting from the Nasdaq Stock Market and termination of registration pursuant to Section 12(g)(4) and 12(h)(3) of the Exchange Act. Accordingly, on November 13, 2001, the Company filed a Certification and Notice of Termination of Registration on Form 15 with the Securities and Exchange Commission and notified the Nasdaq Stock Market of its delisting. ITEM 16. EXHIBITS 99.(a)(1) Definitive Proxy Statement for the Special Meeting of Shareholders of The Cobalt Group, Inc. filed on October 4, 2001, is incorporated herein by reference. 99.(a)(2) Proxy Statement Supplement filed by The Cobalt Group, Inc. on November 6, 2001, is incorporated herein by reference. 99.(c)(1) Opinion of SG Cowen Securities Corporation, dated June 2, 2001* 99.(c)(2) Preliminary discussion materials presented by SG Cowen Securities Corporation to the Cobalt Special Committee on May 18, 2001** 99.(c)(3) Materials presented by SG Cowen Securities Corporation to the Cobalt Special Committee on June 2, 2001** 99.(d)(1) Voting Agreement, dated June 2, 2001, by and among Warburg, Pincus Equity Partners, L.P. and John W.P. Holt *** 99.(d)(2) Agreement and Plan of Merger by and between The Cobalt Group, Inc. and Cobalt Acquisition Corporation dated as of June 2, 2001* 99.(d)(3) Commitment Letter, dated June 2, 2001, from Warburg, Pincus Equity Partners, L.P. and certain of its affiliates to The Cobalt Group, Inc.*** 99.(d)(4) Subscription Agreement, dated November 13, 2001, by and between The Cobalt Group, Inc. and Warburg, Pincus Equity Partners, L.P. and certain of its affiliates 99.(d)(5) Press Release, dated October 30, 2001, announcing the adjournment of the special meeting of shareholders of The Cobalt Group, Inc.**** 99.(d)(6) Press Release, dated November 13, 2001, announcing the closing of the merger between Cobalt Acquisition Corporation and The Cobalt Group, Inc. 99.(f) Appraisal Rights under Washington General Corporation Law* - ---------- * Incorporated by reference from the initial preliminary proxy statement, filed by the Company on June 29, 2001. ** Incorporated by reference from Amendment No. 2 to Schedule 13E-3, filed on September 26, 2001 *** Incorporated by reference from Schedule 13D filed by Warburg, Pincus Equity Partners, L.P. and certain affiliates on June 5, 2001. **** Incorporated by reference from Amendment No. 3 to Schedule 13E-3, filed on October 31, 2001 After due inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct. Dated: November 14, 2001 THE COBALT GROUP, INC. By: /s/ John W. P. Holt ------------------------------ Name: John W. P. Holt Title: President and Chief Executive Officer COBALT ACQUISITION CORPORATION By: /s/ Gregory Back ------------------------------ Name: Gregory Back Title: Vice President and Secretary WARBURG, PINCUS EQUITY PARTNERS, L.P. By: Warburg, Pincus & Co., General Partner By: /s/ Gregory Back ------------------------------ Name: Gregory Back Title: Partner WARBURG, PINCUS & CO. By: /s/ Gregory Back ------------------------------ Name: Gregory Back Title: Partner WARBURG PINCUS LLC By: /s/ Gregory Back ------------------------------ Name: Gregory Back Title: Member /s/ John W. P. Holt ------------------------------ John W. P. Holt /s/ Joseph P. Landy ------------------------------ Joseph P. Landy /s/ Ernest H. Pomerantz ------------------------------ Ernest H. Pomerantz /s/ Kevin Distelhorst ------------------------------ Kevin Distelhorst /s/ Michael Bell ------------------------------ Michael Bell /s/ David Cronk ------------------------------ David Cronk /s/ Geoffrey Barker ------------------------------ Geoffrey Barker /s/ Mark T. Koulogeorge ------------------------------ Mark T. Koulogeorge ENVIRONMENTAL PRIVATE EQUITY FUND II, L.P. By: Environmental Private Equity Management Company II, L.P., General Partner By: First Analysis Environmental Management Company II, Managing General Partner By: /s/ Brett Maxwell ------------------------------ Name: Brett Maxwell Title: General Partner THE PRODUCTIVITY FUND III, L.P. By: First Analysis Management Company III, LLC, General Partner By: /s/ Brett Maxwell ------------------------------ Name: Brett Maxwell Title: Managing Member EX-99.D.4 3 cog906431.txt SUBSCRIPTION AGREEMENT Exhibit 99(d)(4) EXECUTION COPY THE COBALT GROUP, INC. SUBSCRIPTION AGREEMENT November 13, 2001 Warburg, Pincus Equity Partners, L.P. Warburg, Pincus Netherlands Equity Partners I, C.V. Warburg, Pincus Netherlands Equity Partners II, C.V. Warburg, Pincus Netherlands Equity Partners III, C.V. 466 Lexington Avenue New York, New York 10017 Attention: Joseph P. Landy Ladies and Gentlemen: This letter is being written for the purpose of setting forth the basic terms of the understandings between The Cobalt Group, Inc., a Washington corporation (the "Company"), and you in connection with the purchase by you and sale by the Company of shares of Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock") as set forth below. you should be aware that you may be required to bear the financial risks of this investment for an indefinite period of time. If you are in agreement with the terms and conditions set forth herein, please sign the last page of one copy of this letter and return it to us, whereupon this letter shall represent a legally binding agreement between us and shall supersede any prior agreement between you and the Company as regards the sale and purchase of stock of the Company. Please keep the other copy of this letter for your files. 1. AUTHORIZATION OF CAPITAL STOCK. Under the Company's Articles of Incorporation (the "Articles"), the Company is authorized to issue (i) 200,000,000 shares of Common Stock, par value $0.01 per share ("Common Stock"), and (ii) 100,000,000 shares of preferred stock, par value $0.01 per share (the "Preferred Stock"). Under the power conferred to the Company's board of directors (the "Board") under the Articles, and as a condition to your entering into this Agreement, the Company has agreed to create a series of Preferred Stock, the Series A Preferred Stock, by causing a Statement of Rights and Preferences (the "Statement of Rights and Preferences") to be filed with the Secretary of State of the State of Washington. A copy of the Statement of Rights and Preferences, in substantially the form in which it will be filed with the Secretary of State of the State of Washington, is attached hereto as Exhibit A. 2. PURCHASE AND SALE OF SHARES. (a) Subject to the terms and conditions hereof, on the Closing Date (as defined herein), the Company shall issue to you and you shall purchase from the Company, the number of shares of Series A Preferred Stock (the "Shares") equal to the number of Shares (as defined in the Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 2, 2001, by and between the Company and Cobalt Acquisition Corporation, a Washington corporation ("Merger Sub")). At its option, Warburg may require the Company to issue that number of additional shares of Series A Preferred Stock obtained by dividing the Total Estimated Expenses by the Per Share Amount (as defined in the Merger Agreement). For purposes hereof, the term "Total Estimated Expenses" shall mean the total out-of-pocket expenses to be paid by the Company, Merger Sub or Warburg, Pincus Equity Partners, L.P., a Delaware limited partnership ("WP"), or the Company on behalf of Merger Sub or WP, in connection with the negotiation and execution of the Merger Agreement and the consummation of the transactions contemplated hereby and thereby, including the reasonable fees and expenses of the Company's, Merger Sub's, WP's and the Special Committee's counsel and accountants as well as all reasonable fees and expenses payable to all investment banking firms and other financial institutions, printing costs and filing fees. Total Estimated Expenses shall be determined in good faith by the Company at least one business days prior to the Closing Date. The total number of shares of Series A Preferred Stock to be issued shall be allocated among each of you as set forth on Schedule I hereto. (b) Such issuance and purchase shall be effected by the Company executing and delivering to you duly executed certificates evidencing the Shares, duly registered in your name against delivery by you to the Company of the Purchase Price. Such payment shall be made by wire transfer. (c) The closing of the sale shall take place no later than one business day following the later to occur of (i) the consummation of the Merger (as defined in the Merger Agreement), and (ii) the filing of the Statement of Rights and Preferences with the Secretary of State of the State of Washington. The date on which the closing of the sale of the Shares takes place is herein referred to as the "Closing Date". 3. RESTRICTIONS ON STOCK. None of the Shares (including any shares received as a result of dividends, splits or any other forms of recapitalization in respect of such Shares) shall be Transferred (as hereinafter defined), either voluntarily or involuntarily, directly or indirectly, except pursuant to an effective registration under the Securities Act (as hereinafter defined), or in a transaction which, in the opinion of counsel reasonably satisfactory to the Company, qualifies as an exempt transaction under the Securities Act and the rules and regulations promulgated thereunder. 4. WARRANTIES AND REPRESENTATIONS OF THE COMPANY The Company represents and warrants that: (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Washington. -2- (b) The Board has authorized or will, prior to the Closing Date authorize the execution, delivery, and performance of this Agreement and the transactions contemplated hereby and thereby. No other corporate action is necessary to authorize such execution, delivery and performance, and upon such execution and delivery, this Agreement shall constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. The Board has authorized or will, prior to the Closing Date, authorize the issuance and delivery of the Shares in accordance with this Agreement. (c) The Shares to be issued and sold by the Company pursuant to this Agreement, when issued in accordance with the provisions hereof, will be validly issued by the Company, fully paid and nonassessable shares of the Company, and no shareholder of the Company has any preemptive rights to subscribe for any such Shares. The shares of Common Stock issuable upon conversion of the Shares when issued in accordance with the Statement of Rights and Preferences, will be validly issued by the Company, fully paid and nonassessable shares of the Company. (d) Except with respect to filings made in connection with exemptions from registration under state or federal securities laws, the creation, authorization, issuance, offer and sale of the Shares do not require any consent, approval or authorization of, or filing, registration or qualification with, any governmental authority on the part of the Company or the vote, consent or approval in any manner of the holders of any security of the Company as a condition to the execution and delivery of this Agreement or the creation, authorization, issuance, offer and sale of the Shares. The execution and delivery by the Company of this Agreement and the performance by the Company of its obligations hereunder will not violate (i) the terms and conditions of the Articles or the Bylaws of the Company, or any agreement or instrument to which the Company is a party or by which it is bound or (ii) subject to the accuracy of your representations and warranties contained in Section 5 hereof, any federal or state law. 5. INVESTOR REPRESENTATIONS Each of you represents and warrants that: (a) Offering Exemption. You understand that the Shares have not been registered under the Securities Act, nor registered or qualified under any state securities laws, and that they are being offered and sold pursuant to an exemption from such registration and qualification based in part upon your representations contained herein. (b) Knowledge of Offer. You are familiar with the business and operations of the Company and have been given the opportunity to obtain from the Company all information that you have requested regarding its business plans and prospects. (c) Knowledge and Experience; Ability to Bear Economic Risks. You have such knowledge and experience in financial and business matters that you are capable of evaluating the merits and risks of the investment contemplated by this Agreement; and you are able to bear the economic risk of this investment in the Company (including a complete loss of this investment). -3- (d) Limitations on Disposition. You recognize that no public market exists for the Shares, and none may exist in the future (other than as set forth in the Registration Rights Agreement dated as of the date hereof by and between the Company and the shareholders named therein (the "Registration Rights Agreement")). You understand that you must bear the economic risk of this investment indefinitely unless your Shares are registered pursuant to the Securities Act or an exemption from such registration is available, and unless the disposition of such Shares is qualified or registered under applicable state securities laws or an exemption from such qualification or registration is available, and that the Company has no present intention of so registering the Shares. You further understand that there is no assurance that any exemption from the Securities Act will be available, or, if available, that such exemption will allow you to Transfer any or all the Shares, in the amounts, or at the times you might propose. You understand that at the present time Rule 144 promulgated under the Securities Act by the Securities and Exchange Commission ("Rule 144") is not applicable to sales of the Shares because they are not registered under Section 12 of the Exchange Act (as hereinafter defined) and there is not publicly available the information concerning the Company specified in Rule 144. You further acknowledge that the Company is not presently under any obligation to register under Section 12 of the Exchange Act or to make publicly available the information specified in Rule 144 and that it may never be required to do so. (e) Investment Purpose. You are acquiring the Shares solely for your own account for investment and not with a view toward the resale, Transfer, or distribution thereof, nor with any present intention of distributing the Shares. No other Person (as hereinafter defined) has any right with respect to or interest in the Shares to be purchased by you, nor have you agreed to give any Person any such interest or right in the future. (f) Capacity. You have full power, authority and legal right to execute and deliver this Agreement and to perform your obligations hereunder. (g) No Conflict. The execution and delivery by you of this Agreement and the performance of your obligations hereunder will not violate (1) the terms and conditions of your partnership agreement or similar analogous organizational documents or any agreement or instrument to which you are a party or by which you are bound or (2) any federal or state law. (h) Information. You confirm that neither the Company, nor any of its directors, executive officers, employees, affiliates or agents has made any representations or warranties concerning your investment in the Company including, without limitation, any representations or warranties concerning the return you may receive on your investment in the Company or tax consequences that may arise in connection with your investment in the Company other than such representations and warranties contained herein and contained in the Transaction Documents (as hereinafter defined). In making your decision to invest in the Company, you have relied upon independent investigations made by you and by your professional advisors. You and your advisors have been furnished any and all nonproprietary materials available to the Company and have been afforded the opportunity to ask questions concerning the Company, its business and any other matters relating to the Company, the transactions contemplated by the Merger Agreement and the offer and sale of the Shares. -4- (i) Accredited Investor. You hereby represent and warrant that you are an "accredited investor" as such term is defined in Rule 501(a) promulgated under the Securities Act. (j) Financial Capacity. You have the funds on hand or available to you to pay the Purchase Price on the terms set forth herein. 6. SECURITIES ACT RESTRICTIONS. The certificates evidencing the Shares (and shares of Common Stock issuable upon conversion of the Shares) will bear the following legend or similar legend reflecting the restrictions on the transfer of such securities contained in this Agreement: "The securities evidenced hereby have not been registered under the Securities Act of 1933, as amended (the "Act"), or any state securities laws and may not be transferred except pursuant to an effective registration under the Act or such laws or in a transaction which, in the opinion of counsel reasonably satisfactory to the Company, qualifies as an exempt transaction under the Act and such laws and the rules and regulations promulgated thereunder." 7. INTERPRETATION OF THIS AGREEMENT (a) Terms Defined. As used in this Agreement, the following terms have the respective meaning set forth below: Exchange Act: the Securities Exchange Act of 1934, as amended. Person: an individual, partnership, joint-stock company, corporation, limited liability company, trust or unincorporated organization, and a government or agency or political subdivision thereof. Securities Act: the Securities Act of 1933, as amended. Transfer: any sale, assignment, pledge, hypothecation, or other disposition or encumbrance. (b) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State. (c) Section Headings. The headings of the sections and subsections of this Agreement are inserted for convenience only and shall not be deemed to constitute a part thereof. 8. MISCELLANEOUS (a) Notices. All communications under this Agreement shall be in writing and shall be delivered by hand or facsimile or mailed by overnight courier or by registered mail or certified mail, postage prepaid: -5- (i) if to you, at c/o Warburg, Pincus & Co., 466 Lexington Avenue, New York, New York 10017 (facsimile: (212) 687-2011), Attention: Joseph P. Landy, with a copy to Willkie Farr & Gallagher, 787 Seventh Avenue, New York, New York 10019 (facsimile: (212) 728-9222), Attention: Steven J. Gartner, Esq.; and (ii) if to the Company, 2200 First Avenue South, Seattle, Washington 98134 (facsimile: (206) 269-6350), Attention: John W.P. Holt. or at such other address or facsimile number as the party giving notice may have furnished the other parties hereto in writing. (b) Any notice so addressed shall be deemed to be given: if delivered by hand or facsimile, on the date of such delivery, if a business day, otherwise the first business day thereafter; if mailed by courier, on the first business day following the date of such mailing; and if mailed by registered or certified mail, on the third business day after the date of such mailing. (c) Survival. All warranties, representations, and covenants made by you and the Company herein or in any certificate or other instrument delivered by you or the Company as specifically required under this Agreement shall be considered to have been relied upon by the Company or you, as the case may be, and shall survive all deliveries to you of the Shares, or payment to the Company for such Shares, regardless of any investigation made by the Company or you, as the case may be, or on the Company's or your behalf. All statements in any such certificate or other instrument shall constitute warranties and representations by the Company hereunder. (d) Successors and Assigns; No Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties. It is understood that you may assign your rights hereunder to any affiliate or to any third party account managed by you. Nothing in this Agreement shall confer upon any Person not a party to this Agreement any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement. (e) Entire Agreement; Amendment and Waiver. This Agreement, the Statement of Rights and Preferences and the Registration Rights Agreement constitute the entire understandings of the parties hereto and supersede all prior agreements or understandings with respect to the subject matter hereof among such parties. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Company and you. (f) Severability. In the event that any part or parts of this Agreement shall be held illegal or unenforceable by any court or administrative body of competent jurisdiction, such determination shall not effect the remaining provisions of this Agreement which shall remain in full force and effect. -6- (g) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall be considered one and the same agreement. -7- Please indicate your acceptance and approval of the foregoing in the space provided below. THE COBALT GROUP, INC. By: /s/ John W.P. Holt ------------------------------ Name: John W.P. Holt Title: President and Chief Executive Officer Approved and Accepted as of the 13th Day of November 2001 WARBURG, PINCUS EQUITY PARTNERS, L.P. By: Warburg, Pincus & Co., its General Partner By: /s/ Gregory Back ------------------------------ Name: Gregory Back Title: Partner WARBURG, PINCUS NETHERLANDS EQUITY PARTNERS I, C.V. By: Warburg, Pincus & Co., its General Partner By: /s/ Gregory Back ------------------------------ Name: Gregory Back Title: Partner WARBURG, PINCUS NETHERLANDS EQUITY PARTNERS II, C.V. By: Warburg, Pincus & Co., its General Partner By: /s/ Gregory Back ------------------------------ Name: Gregory Back Title: Partner WARBURG, PINCUS NETHERLANDS EQUITY PARTNERS III, C.V. By: Warburg, Pincus & Co., its General Partner By: /s/ Gregory Back ------------------------------ Name: Gregory Back Title: Partner
Schedule I - --------------------------------------------------------------------------------------- Number of Shares of Purchase Aggregate Series A Convertible Price Per Purchase Name of Investor Preferred Stock Share Price - --------------------------------------------------------------------------------------- Warburg, Pincus Equity Partners, L.P. 9,246,187 $3.50 $32,361,654.50 - --------------------------------------------------------------------------------------- Warburg, Pincus Netherlands Equity Partners I, C.V. 293,530 $3.50 $ 1,027,355.00 - --------------------------------------------------------------------------------------- Warburg, Pincus Netherlands Equity Partners II, C.V. 95,687 $3.50 $ 684,905.50 - --------------------------------------------------------------------------------------- Warburg, Pincus Netherlands Equity Partners III, C.V. 8,921 $3.50 $ 171,223.50 - --------------------------------------------------------------------------------------- Total: 9,784,325 $3.50 $34,245,138.50 - ---------------------------------------------------------------------------------------
EX-99.D.6 4 cog998524.txt PRESS RELEASE Exhibit 99(d)(6) The Cobalt Group, Inc. Announces Completion of Going-Private Transaction Shareholders approve merger of leading automotive e-business provider with a Warburg Pincus affiliate SEATTLE, WASH., (November 13, 2001) The Cobalt Group, Inc. (NASDAQ: CBLT) announced today that it has closed its previously announced merger with an affiliate of Warburg Pincus LLC, a global private equity firm. At a special meeting held today, common shareholders approved the merger between Cobalt and a wholly-owned subsidiary of Warburg Pincus Equity Partners, L.P. As a result of the merger, Cobalt will be a private company. "We are pleased that the merger is completed and that Cobalt can focus all of its energy helping dealers and manufacturers be the big winners in the digital economy," said John Holt, president and chief executive officer of The Cobalt Group. "As a private company, backed by patient capital from Warburg Pincus, we can continue to execute our plan to develop innovative e-business products and services and provide industry-leading customer service to the automotive industry for many years to come." "Going private is a great step forward for Cobalt," said Joseph P. Landy, executive managing director at Warburg Pincus and a Cobalt board member. "As a private company, Cobalt will have more flexibility in pursuing strategic opportunities, continuing to invest in its technology, and in recruiting and retaining the people it needs to be successful long-term. We're excited to be partnering with John and the Cobalt team as we work with manufacturers and dealers to streamline and strengthen the automotive distribution chain." As a result of the merger, the company will continue its operations as The Cobalt Group, Inc. Effective at the close of business on November 13, 2001, Cobalt will cease to be a public company and its common stock no longer will be traded on the Nasdaq. Each outstanding share of Cobalt common stock, other than shares owned by Warburg Pincus, certain members of Cobalt management and certain Cobalt shareholders, has been converted, subject to any perfected appraisal rights, into the right to receive $3.50 in cash, without interest. Cobalt also has filed a Form 15 with the Securities and Exchange Commission to cease filings as a reporting company under the Securities Exchange Act of 1934. Letters of transmittal for submission of stock certificates by brokers, dealers and other registered owners will be distributed promptly. ABOUT THE COBALT GROUP The Cobalt Group, Inc., headquartered in Seattle, is the leading provider of e-business products and services that help automotive dealers and manufacturers effectively manage their businesses online. Cobalt's suite of e-business solutions includes Web services, Web site hosting, e-commerce applications, Internet-based customer relationship management applications, data management, and best practices training and consulting. Cobalt has offices in Seattle, Wash.; Portland, Ore.; Detroit, Mich.; Columbus, Ohio; and Austin, Texas. For more information, please visit www.cobaltgroup.com. ABOUT WARBURG PINCUS Since 1971, Warburg Pincus has invested approximately $12 billion in 450 companies in 29 countries. The firm currently has $10 billion under management, with an additional $5 billion available for investment in a range of industries including: business services, communications, financial services, healthcare and life sciences, information technology, media and natural resources/energy. Throughout its 30-year history in private equity, Warburg Pincus has invested at all stages of a company's lifecycle, from founding start-ups and providing growth capital to leading restructurings, recapitalizations and buyouts. Warburg Pincus Equity Partners, L.P., is one of nine private equity investment funds sponsored by Warburg Pincus. The firm has 50 partners and 100 professionals in offices in New York, Menlo Park, London, Munich, Hong Kong, Singapore, Seoul, Tokyo and Mumbai. Safe Harbor Statements Under the Private Securities Litigation Reform Act of 1995 The statements contained in this press release which are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These matters are subject to risks and uncertainties that could cause actual developments to differ materially from those contemplated. Please refer to the Company's Annual Report on Form 10-K, dated December 31, 2000, which has been filed with the United States Securities and Exchange Commission, for specific risks and uncertainties which have been previously identified by the Company and should be considered. This document is available on the world-wide-web from the Securities and Exchange Commission at www.sec.gov, Edgar Filing Section. Cobalt assumes no duty to update information contained in this press release at any time ### -----END PRIVACY-ENHANCED MESSAGE-----