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OPENLANE to Repurchase 53% of Series A Convertible Preferred Stock

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OPENLANE (NYSE: KAR) has announced a significant stock repurchase agreement to buy back 53% of its Series A Convertible Preferred Stock for approximately $559 million. The transaction will reduce preferred shares held by Apax Partners by about 50% and Periphas Capital by approximately 80%.

The repurchase price is set at $29.70 per share of common stock on an as-converted basis, representing a negotiated market-based buyout. The transaction is expected to close between September 30 and October 20, 2025. The company's CEO highlighted OPENLANE's successful transformation since 2020, including rebranding efforts and technology advancement.

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Positive

  • Strategic reduction of preferred stock obligations by repurchasing 53% of Series A Convertible Preferred Stock
  • Strong cash generation from asset-light, digital operating model enables $559 million repurchase
  • Continued support and confidence from major investor Apax Partners
  • Successful business transformation with technology leadership advancement

Negative

  • Significant cash outlay of $559 million for the repurchase
  • Remaining preferred shares still outstanding after transaction completion

News Market Reaction

-0.81%
4 alerts
-0.81% News Effect
-$27M Valuation Impact
$3.29B Market Cap
0.2x Rel. Volume

On the day this news was published, KAR declined 0.81%, reflecting a mild negative market reaction. Our momentum scanner triggered 4 alerts that day, indicating moderate trading interest and price volatility. This price movement removed approximately $27M from the company's valuation, bringing the market cap to $3.29B at that time.

Data tracked by StockTitan Argus on the day of publication.

CARMEL, Ind., Sept. 9, 2025 /PRNewswire/ -- OPENLANE, Inc. (NYSE: KAR), a leading operator of digital marketplaces for wholesale used vehicles, has reached definitive agreements to repurchase 53% of the Company's Series A Convertible Preferred Stock originally issued in June 2020. The transaction, for which the cash consideration is approximately $559 million, will reduce the preferred shares held by funds advised by Apax Partners, L.P. ("Apax") by approximately 50% and the preferred shares held by funds advised by Periphas Capital, L.P. ("Periphas") by approximately 80%. The repurchase price of $29.70 per share of common stock, on an as-converted basis, represents a negotiated market-based buyout, including the value for future dividends tied to those preferred shares.

"The strategic investments made in our company since 2020 have proven highly beneficial for OPENLANE and our customers, and generated a strong return for the Apax funds, Periphas funds and their respective investors," said Peter Kelly, CEO of OPENLANE. "Since then, we have rebranded and simplified our company, extended our technology leadership and accelerated growth. The transactions announced today, combined with the strong cash generation characteristics of our asset-light, digital operating model, make OPENLANE an even more compelling opportunity for new and existing investors."

Roy Mackenzie, Partner at Apax, added, "OPENLANE's transformation over the last several years has been impressive, and the positive momentum they are building is delivering strong results. We firmly believe in the broad opportunities for OPENLANE's continued growth, and we remain committed to supporting the company and its management team."

Sanjeev Mehra and the other Periphas principals will continue to hold the balance of the remaining preferred shares currently held by Periphas.

The repurchase transactions are anticipated to close as soon as practicable after September 30, 2025, and prior to October 20, 2025. More information about the definitive agreements between OPENLANE and the preferred stockholders will be available in a Form 8-K to be filed by the Company.

OPENLANE Contacts:

Media Inquiries:

Analyst Inquiries:

Laurie Dippold

Itunu Orelaru

(317) 468-3900

(317) 249-4559

laurie.dippold@openlane.com

investor_relations@openlane.com

About OPENLANE
OPENLANE, Inc. (NYSE: KAR) makes wholesale easy by connecting the leading automotive manufacturers, dealers, rental companies, fleet operators, captive finance and lending institutions as buyers and sellers to create the most advanced digital marketplace for used vehicles. Our innovative products and services deliver a fast, fair and transparent experience that helps customers make smarter decisions and achieve better outcomes. Headquartered in Carmel, Indiana, OPENLANE has employees across the United States, Canada, Europe, Uruguay and the Philippines. For more information and the latest OPENLANE news, visit corporate.openlane.com.

Forward-Looking Statements
Certain statements contained in this press release include "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995. In particular, statements made in this press release that are not historical facts (including, but not limited to, expectations, estimates, assumptions and/or projections regarding the industry, business, future operating results, potential acquisitions and anticipated cash requirements) may be forward-looking statements. Words such as "should," "may," "will," "anticipate," "expect," "project," "target," "intend," "plan," "believe," "seek," "estimate," "assume," "could," "continue" and similar expressions identify forward-looking statements. The forward-looking statements contained in this press release are based on management's current assumptions, expectations and/or beliefs, are not guarantees of future performance and are subject to substantial risks, uncertainties and changes that could cause actual results to differ materially from the results projected, expressed or implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section entitled "Risk Factors" in our annual and quarterly periodic reports filed with the Securities and Exchange Commission. Many of these risk factors are outside of our control, and as such, they involve risks which are not currently known that could cause actual results to differ materially from those discussed or implied herein. The forward-looking statements in this press release are made as of the date on which they are made and we do not undertake to update any forward-looking statements.

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SOURCE OPENLANE, Inc.

FAQ

What is OPENLANE's (NYSE: KAR) preferred stock repurchase plan for 2025?

OPENLANE will repurchase 53% of its Series A Convertible Preferred Stock for approximately $559 million, reducing Apax Partners' holdings by 50% and Periphas Capital's by 80%.

What is the price per share for OPENLANE's preferred stock repurchase?

The repurchase price is $29.70 per share of common stock on an as-converted basis, including the value of future dividends.

When will OPENLANE's preferred stock repurchase close?

The repurchase transaction is expected to close between September 30 and October 20, 2025.

How will the preferred stock repurchase affect OPENLANE investors?

The repurchase makes OPENLANE a more compelling investment opportunity due to reduced preferred stock obligations and demonstrates strong cash generation from its asset-light, digital operating model.

Who are the major shareholders affected by OPENLANE's preferred stock repurchase?

The repurchase affects Apax Partners (reducing their preferred shares by 50%) and Periphas Capital (reducing their preferred shares by 80%).
OPENLANE Inc.

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