kar-20220509

Delaware

001-34568

20-8744739

(State or other jurisdiction

of incorporation)

(Commission File

Number)

(IRS Employer

Identification No.)

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:

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol

Name of each exchange on which registered

Common Stock, par value $0.01 per share

KAR

New York Stock Exchange

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).

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. ☐

On May 9, 2022, KAR Auction Services, Inc. (the “Company”) completed the previously announced sale of its U.S. physical auction business (the “Sale”). The Sale was consummated pursuant to the previously disclosed Securities and Asset Purchase Agreement (the “Purchase Agreement”) with Carvana Group, LLC, a Delaware limited liability company (“Buyer”), and Carvana Co., a Delaware corporation, solely for purposes of Section 10.15 thereof as guarantor.

The description of the Purchase Agreement set forth under this Introductory Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase 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 February 24, 2022 and is incorporated herein by reference.

The description under the Introductory Note to this Form 8-K is hereby incorporated by reference herein. Total cash consideration payable by Buyer to the Company for the Sale is $2.2 billion, subject to adjustments for cash, indebtedness, transaction expenses and net working capital and certain holdbacks.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Upon the completion of the Sale, John Hammer, Chief Commercial Officer for the Company and President of ADESA, Inc., departed the Company and commenced employment with Buyer. In connection with the Sale and Mr. Hammer’s separation from the Company, Mr. Hammer received a payment of $1,716,000. Mr. Hammer will continue to be bound to the Company by the post-employment non-competition and non-solicitation obligations set forth in his employment agreement with the Company for the specified period of time set forth therein.

On May 10, 2022, the Company issued a press release announcing that the Company completed the Sale. The press release is furnished as Exhibit 99.1 to this Form 8-K.

The unaudited pro forma consolidated financial information of the Company giving effect to the Sale is filed as Exhibit 99.2 to this Form 8-K and is incorporated by reference herein.


Exhibit No.						Description
99.1						Press Release dated as of May 10 , 2022.
99.2						Unaudited pro forma consolidated financial information of KAR Auction Services, Inc.
104						Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

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.