Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT - SOLERA HOLDINGS, INC | exhibit991launchof100mill.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 28, 2014
SOLERA HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-33461 | 26-1103816 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
7 Village Circle, Suite 100
Westlake, TX 76262
(Address of principal executive offices, including Zip Code)
(817) 961-2100
(Registrant’s telephone number, including area code)
7 Village Circle, Suite 350
Westlake, TX 76262
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. Other Events.
Private Offering of Notes
On May 28, 2014, Solera Holdings, Inc. (“Solera” or the “Company”) issued a press release announcing that its indirect wholly-owned subsidiary, Audatex North America, Inc. (“Audatex”), plans to issue additional 6.000% senior notes due 2021 and additional 6.125% senior notes due 2023 (collectively, the “Notes”) in an aggregate principal amount of $100.0 million in a private offering. The Notes will be guaranteed by Solera and substantially all of Solera’s material wholly-owned domestic subsidiaries.
Audatex intends to use the proceeds from the offering for working capital and other general corporate purposes, which may include funding the acquisition of the Insurance and Services Division of Pittsburgh Glass Works, LLC, potential put or call options on securities of Solera’s Service Repair Solutions joint venture and one or more additional strategic initiatives that it may undertake from time to time.
The Notes will be offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain persons outside of the U.S. pursuant to Regulation S under the Securities Act. Neither the Notes nor the related guarantees have been registered under the Securities Act or any state or other securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements of the Securities Act and applicable state securities laws.
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
A copy of the press release announcing the private offering of the Notes 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 |
99.1 | Press release issued by Solera Holdings, Inc. on May 28, 2014 announcing private offering of notes. |
SIGNATURES
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.
SOLERA HOLDINGS, INC. | |||||
/s/ Jason M. Brady | |||||
Date: May 28, 2014 | Name: Jason M. Brady | ||||
Title: Senior Vice President, General Counsel and Secretary | |||||
Exhibit Index
Exhibit No. | Description |
99.1 | Press release issued by Solera Holdings, Inc. on May 28, 2014 announcing private offering of notes. |