April 7, 2022Letter Agreement • April 22nd, 2022 • Central Merger Sub Inc. • Services-business services, nec • Delaware
This letter agreement (this “Agreement”) sets forth the commitments of Brookfield Asset Management, Inc. a corporation organized under the laws of Ontario, and Brookfield Capital Partners VI L.P., a Cayman Islands exempted limited partnership (collectively, the “Investors” and each, an “Investor”), subject to the terms and conditions contained herein, to purchase, directly or indirectly, certain equity interests of Central Parent LLC, a limited liability company formed under the laws of Delaware (“Parent”). It is contemplated that, pursuant to the Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), dated as of the date hereof, by and among CDK Global, Inc. a Delaware corporation (the “Company”), Parent and Central Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent, Parent will acquire all of the shares of common stock, par value $0.01, of the Company (the “Transaction”). Capitalize
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE FOLLOWING 11:59 P.M. (12:00 MIDNIGHT), NEW YORK CITY TIME, ON THURSDAY, MAY 19, 2022, UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED. Confidentiality Agreement • April 22nd, 2022 • Central Merger Sub Inc. • Services-business services, nec
The following are some key Offer terms and questions that you, as a stockholder of the Company, may have and answers to those questions. This summary term sheet highlights selected information from this Offer to Purchase and may not contain all of the information that is important to you and is qualified in its entirety by the more detailed descriptions and explanations contained in this Offer to Purchase, the Letter of Transmittal and other related materials. To better understand the Offer and for a complete description of the legal terms of the Offer, you should read this Offer to Purchase, the Letter of Transmittal and other related materials carefully and in their entirety. The information concerning the Company contained herein and elsewhere in the Offer to Purchase has been provided to Parent and Purchaser by the Company or has been taken from, or is based upon, publicly available documents or records of the Company on file with the U.S. Securities and Exchange Commission (the “S
LIMITED GUARANTEELimited Guarantee • April 22nd, 2022 • Central Merger Sub Inc. • Services-business services, nec
THIS LIMITED GUARANTEE, dated as of April 7, 2022, 2022 (this “Limited Guarantee”), is made by Brookfield Asset Management, Inc. a corporation organized under the laws of Ontario, and Brookfield Capital Partners VI L.P., a Cayman Islands exempted limited partnership (each a “Guarantor” and collectively the “Guarantors”), in favor of CDK Global, Inc., a Delaware corporation (the “Company”). Reference is hereby made to that certain Agreement and Plan of Merger, dated on or about the date hereof (as the same may be amended, modified or restated in accordance with the terms thereof, the “Merger Agreement”), by and among the Company, Central Parent LLC, a Delaware limited liability company (“Parent”), and Central Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement.
