ADESA Buyout

Adesa (KAR)
$3.7B Buyout

Summary

Buyout of auto auction - dealer finance company

By buyout group
$27.85 per KAR share: $3.7B total
KARnews - stock chart

Announced 12.22.06

Developments

Closed 4.20.07

Club Deal

Buyout group

Kelso & Company
GS Capital Partners
ValueAct Capital
Parthenon Capital

Advisors

Financial

Adesa : UBS / Credit Suisse

Legal

Adesa : Morrison & Foerster
Private Equity Group : Skadden Arps

Merger Agreement

General

EDGAR filing
Hyperlinked version
Detailed hyperlinked index follows

Article I Definitions and Terms

1.1 Definitions
1.2 Other Terms
1.3 Other Definitional Provisions

Article II The Merger

2.1 The Merger
2.2 The Closing
2.3 Effective Time
2.4 Effect of Merger
2.5 Procedure for Payment
2.6 No Further Transfers of Company Common Stock
2.7 Lost, Stolen or Destroyed Certificates
2.8 Further Action

Article III Company Reps

3.1 Due Organization of Company
3.2 Capitalization
3.3 Due Authorization of Transaction; Binding Obligation
3.4 Non-contravention
3.5 Government Approvals, Consents and Filings
3.6 Litigation
3.7 Brokers Fees
3.8 Reports and Financial Information; No Unknown
Liabilities
3.9 Absence of Certain Changes or Events
3.10 Taxes
3.11 Employee Matters
3.12 Material Contracts
3.13 Customer Contracts
3.14 Regulatory Compliance
3.15 Title to Properties; Etc
3.16 Intellectual Property
3.17 Environmental Matters
3.18 Labor Matters
3.19 Opinion of Financial Advisor
3.20 State Takeover Statutes
3.21 Insurance
3.22 Interested Party Transactions
3.23 Allete Spin-off
3.24 Proxy Statement
3.25 No Other Representations or Warranties

Article IV Buyer Parties Reps

4.1 Due Incorporation
4.2 Due Authorization of Transaction; Binding Obligation
4.3 Non-contravention
4.4 Government Approvals, Consents, and Filings
4.5 Litigation
4.6 Performance
4.7 Financing
4.8 Capitalization of Buyer, Holdings and Merger Sub
4.9 Finders Fees; Brokers
4.10 Information Supplied
4.11 Other Agreements
4.12 No Other Representations or Warranties

Article V Conduct of Business Pending the Merger

5.1 Conduct of Business of the Company Pending the
Merger
5.2 Compensation Plans
5.3 No Solicitation
5.4 Conduct of Business By Buyer Parties Pending the
Merger

Article VI Additional Agreements

6.1 Stockholder Approvals
6.2 Proxy Statement
6.3 Access to Information; Confidentiality
6.4 Consents; Approvals
6.5 Notification of Certain Matters
6.6 Further Assurances
6.7 Public Announcements
6.8 Taxes
6.9 Director and Officer Liability
6.10 Action by Buyer and Companys Boards
6.11 Employee Benefits
6.12 No Solicitation of Employees Prior to Close
6.13 Financing
6.14 No Acquisition of Shares
6.15 Merger Sub and Holdings
6.16 Third Party Consents
6.17 Stockholder Litigation
6.18 Existing Indebtedness
6.19 Repayment and Termination of Existing Credit Facility
6.20 Spin-off Related Notice

Article VII Conditions to the Merger

7.1 Each Party
7.2 Buyer, Holdings and Merger Sub
7.3 Company

Article VIII Termination

8.1 Termination
8.2 Effect of Termination
8.3 Fees and Expenses

Article IX General Provisions

9.1 Nonsurvival of Representations and Warranties;
Disclosure Letter
9.2 Notices
9.3 Amendment
9.4 Waiver
9.5 Headings
9.6 Severability
9.7 Entire Agreement; Incorporation of Schedules and
Exhibits
9.8 Assignment, Merger Sub
9.9 Parties in Interest
9.10 Governing Law; Jurisdiction
9.11 Counterparts; Facsimile Delivery
9.12 Enforcement of Agreement
9.13 Attorneys Fees
9.14 Waiver of Jury Trial

Other Agreements

Exhibit list

Change in control agreements

Financing

Summaries

Proxy statement summary

Guarantees 12.22.06

Employment

Summaries

Interest of persons in merger

Agreements

Form 8-K summary 12.22.06

Shareholder Opposition

Royce & Associates

Schedule 13D 1.30.07

"The Reporting Person has expressed its dissatisfaction with the Proposed Transaction and believes that the Proposed Transaction would be detrimental to the Company's shareholders."
"In the letter, the Reporting Person expressed its view that, using a sum-of-the-parts methodology, a price of $35 per share would be more in line with industry comparables, without even giving effect to a strategic acquisition premium."