CARMEL, Ind. -

Along with intending to seek an amendment to its credit agreement, KAR Auction Services announced the commencement of an underwritten offering of 13.0 million shares of its common stock by existing stockholder KAR Holdings II subject to market and other conditions.

Officials explained as a part of Monday’s announcement that KAR Holdings II is controlled by entities affiliated with Kelso Investment Associates VII, GS Capital Partners VI, ValueAct Capital Master Fund and Parthenon Investors II.

KAR said the company will not receive any proceeds from the offering.  In connection with the offering, KAR Holdings II intends to grant the underwriters an option to purchase up to 1.95 million additional shares.

Officials indicated the offering will be made pursuant to the Company's existing effective shelf registration statement on Form S-3 filed with the Securities and Exchange Commission.

Credit Suisse Securities, Goldman, Sachs & Co. and J.P. Morgan Securities are acting as joint book-running managers for the offering.

When available, copies of the prospectus supplement and accompanying prospectus related to this offering may be obtained from:

Credit Suisse Securities
Attention: Prospectus Department
One Madison Avenue, New York, N.Y. 10010
Or by telephone at (800) 221-1037
Or by email at newyork.prospectus@credit-suisse.com

Goldman, Sachs & Co.
Attention: Prospectus Department
200 West Street, New York, N.Y 10282
Or by telephone at (866) 471-2526
Or by facsimile at (212) 902-9316
Or by email at prospectus-ny@ny.email.gs.com

J.P. Morgan Securities
c/o Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, N.Y. 11717
Or by telephone at (866) 803-9204

“This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction,” KAR officials said.

KAR’s Intention to Amend Credit Facility to Lower Pricing

In other company news, KAR recently announced its intention to seek an amendment to its credit agreement.

Subject to market conditions, the company is seeking an amendment that would, among other things, result in lower interest costs by refinancing all currently outstanding term loans with a new tranche of term loans.

KAR is also seeking to raise up to $150 million of incremental term loan commitments, the proceeds of which, together with a portion of the new tranche of term loans, will be used to redeem the company’s outstanding $150 million aggregate principal amount of floating rate senior notes due May 1, 2014.

The company anticipates that the credit agreement amendment will be completed this month.

“However, there can be no assurance that the company will be able to complete the amendment, which is subject to market and other customary conditions,” officials said.

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