KAR amends credit to finance $558.9M Series A buybacks
Rhea-AI Filing Summary
OPENLANE, Inc. amended its credit facility and funded incremental term loans to support repurchases of Series A convertible preferred stock and to cover related fees. The company entered into a Second Amendment to its Credit Agreement dated
Positive
- Preferred equity reduced: Cancellation of 288,322 and 45,706 Series A shares lowers future preferred claims on cash flows.
- Clear funding plan: Incremental term loans explicitly designated to finance the repurchases and associated fees, providing execution certainty.
Negative
- Increased secured debt: Creation of the 2025 Incremental Term Loans adds new secured obligations against substantially all assets.
- Priority shift: Replacing preferred stock with secured loans elevates creditor claims ahead of common equity in a downside scenario.
Insights
Debt-funded preferred repurchases increase secured leverage but reduce preferred obligations.
The amendment creates 2025 Incremental Term Loans secured by substantially all company and guarantor assets; proceeds may fund the
The transaction depends on maintaining covenants and asset values that support secured lending; elevated secured debt raises refinancing and liquidity considerations over the loan term. Monitor covenant language, amortization, and upcoming maturities for near-term effects on credit metrics.
Secured incremental loans create new direct obligations and may affect leverage ratios.
The incremental loans are a direct financial obligation secured by substantially all assets of the company and subsidiary guarantors, which increases secured leverage and could tighten borrowing capacity under existing covenants. The stated uses include financing the repurchases and paying fees and expenses tied to establishing the loans.
Key items to watch are the size of the secured debt relative to asset coverage and any covenant resets or waiver terms in the Second Amendment; these determine short-term default risk and flexibility for future financing over the loan life.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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Item 1.01. Entry into a Material Definitive Agreement.
On October 8, 2025, OPENLANE, Inc. (the “Company”), a Delaware corporation, entered into a Second Amendment Agreement (the “Second Amendment”) to the Credit Agreement, dated as of June 23, 2023 (as amended by the First Amendment Agreement, dated as of January 19, 2024, and as further amended by the Second Amendment, the “Credit Agreement”), among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”).
The Second Amendment provides for, among other things, the incurrence of incremental term loans in an aggregate principal amount equal to $550,000,000 (the “2025 Incremental Term Loans”). The proceeds of the 2025 Incremental Term Loans may be used by the Company (x) to finance the Repurchases (as defined below) and (y) to pay fees, costs and expenses incurred in connection with the establishment of the 2025 Incremental Term Loans and the Repurchases.
Loans under the 2025 Incremental Term Loans will bear interest at a rate calculated based on the type of borrowing (at the Company’s election, either Adjusted Term SOFR Rate or Base Rate (each as defined in the Credit Agreement)). The 2025 Incremental Term Loans will bear interest at (i) in the case of any Term Benchmark Loans and RFR Loans (each as defined in the Credit Agreement), the Adjusted Term SOFR Rate plus a margin of 2.50% and (ii) in the case of any Base Rate Loans (as defined in the Credit Agreement), the Base Rate plus a margin of 1.50%.
The obligations of the Company under the 2025 Incremental Term Loans are guaranteed by certain of the Company’s domestic subsidiaries (the “Subsidiary Guarantors”) and are secured by substantially all of the assets of the Company and the Subsidiary Guarantors, subject to certain exceptions.
Certain of the lenders and agents and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking, commercial banking and other services for the Company and its affiliates, for which they received or will receive customary fees and expenses.
The above description of the Second Amendment is not complete and is qualified in its entirety by reference to the full text of the Second Amendment. The Second Amendment is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information required by Item 2.03 contained in Item 1.01 above is incorporated by reference into this Item 2.03.
Item 8.01. Other Events.
On October 8, 2025, the Company closed the transactions contemplated by the previously disclosed (i) Preferred Stock Repurchase Agreement, dated as of September 9, 2025, between the Company and Ignition Acquisition Holdings LP (“Apax”), a Delaware limited partnership and affiliate of funds managed, advised or controlled by Apax Partners LLP, pursuant to which the Company agreed to repurchase from Apax 288,322 shares of the Company’s Series A Convertible Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), for aggregate consideration of $482,431,500 (the “Apax Repurchase”) and (ii) Preferred Stock Repurchase Agreement, dated as of September 9, 2025, between the Company and Periphas Kanga Holdings, LP, (“Periphas” and together with Apax, the “Stockholders”), a Delaware limited partnership, pursuant to which the Company agreed to repurchase from Periphas 45,706 shares of Series A Preferred Stock for an aggregate consideration of $76,477,055 (the “Periphas Repurchase” and together with the Apax Repurchase, the “Repurchases”). The shares of Series A Preferred Stock subject to the Repurchases have been cancelled.
On October 8, 2025, the Company issued a press release announcing entry into the Credit Agreement and closing of the Repurchases. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| EXHIBIT NO. | DESCRIPTION OF EXHIBIT | |
| 10.1 | Second Amendment Agreement, dated as of October 8, 2025, by and among the Company, certain other subsidiaries of the Company party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. | |
| 99.1 | Press Release, dated October 8, 2025. | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
SIGNATURE
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.
| Dated: October 8, 2025 | OPENLANE, Inc. |
| /s/ Bradley Herring | |
| Bradley Herring | |
| Executive Vice President and Chief Financial Officer |
FAQ
What did OPENLANE (KAR) agree to on October 8, 2025 ?
How many Series A preferred shares were repurchased and for what amounts?
What are the permitted uses of the 2025 Incremental Term Loans?
Are the incremental loans secured and who guarantees them?
Have the repurchased preferred shares been cancelled?
