Feb. 27, 2012
/PRNewswire/ -- DealerTrack Holdings, Inc. (Nasdaq: TRAK) ("DealerTrack") announced that it intends to offer, subject to market and other conditions,
aggregate principal amount of senior convertible notes due 2017 (the "Notes") in a private offering. The Notes will be offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). DealerTrack also expects to grant the initial purchasers of the Notes an option to purchase, within a 13 day period beginning on, and including, the date it first issues the Notes, up to an additional
aggregate principal amount of Notes.
The Notes will pay interest semi-annually and will mature on
March 15, 2017
, unless earlier repurchased or converted. Prior to
October 15, 2016
, the Notes will be convertible only upon the occurrence of certain events and during certain periods, and thereafter, at any time until the second scheduled trading day immediately preceding the maturity date. Upon conversion, holders will receive, at DealerTrack's discretion, cash, shares of DealerTrack's common stock or a combination thereof. DealerTrack will not have the right to redeem the Notes prior to maturity.
In connection with the offering of the Notes, DealerTrack expects to enter into one or more privately negotiated convertible note hedge transactions with one or more dealers, which may include one or more of the initial purchasers of the Notes or their respective affiliates (the "hedge counterparties"). The convertible note hedge transactions are expected to cover, subject to customary anti-dilution adjustments, the number of shares of DealerTrack common stock that will initially underlie the Notes. DealerTrack also expects to enter into separate privately negotiated warrant transactions with the hedge counterparties.