Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): September 30, 2015

______________________

DEALERTRACK TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

______________________

Delaware
(State or Other Jurisdiction
of Incorporation)

000-51653
(Commission
File Number)

52-2336218
(IRS Employer
Identification No.)

1111 Marcus Ave., Suite M04, Lake Success, NY 11042
(Address of Principal Executive Offices) (Zip Code)

(516) 734-3600

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(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))

As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) by Dealertrack Technologies, Inc., a Delaware corporation (the “Company”) on June 15, 2015, the Company entered into an Agreement and Plan of Merger on June 15, 2015 (the “Merger Agreement”) with Cox Automotive, Inc., a Delaware corporation (“Parent”), and Runway Acquisition Co., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”). Pursuant to the Merger Agreement, Acquisition Sub commenced a tender offer (the “Offer”) to purchase all of the outstanding shares of the Company’s common stock, par value $0.01 per share (the “Company Common Stock”), at a purchase price of $63.25 per share of Company Common Stock, net to the seller in cash, without interest, less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated June 26, 2015 (together with any amendments and supplements thereto, the “Offer to Purchase”), and the related Letter of Transmittal.

Item 1.01.

Entry into a Material Definitive Agreement.

On October 1, 2015, the Company entered into the First Supplemental Indenture, dated as of October 1, 2015 (the “Supplemental Indenture”), among the Company, Dealertrack, Inc. and Wells Fargo Bank, National Association, as Trustee (the “Trustee”), to amend the Indenture, dated as of March 5, 2012, among the Company, Dealertrack, Inc. and the Trustee (the “Indenture”), to provide that, effective at the Effective Time (as defined below) of the Merger (as defined below), the Company’s 1.50% Senior Convertible Notes due 2017, issued pursuant to the Indenture, shall no longer be convertible into Company Common Stock and each $1,000 in principal amount of Notes is, from and after the Effective Time convertible in accordance with the terms of the Indenture into the right to receive the amount of cash that a holder of a number of shares of Company Common Stock equal to the conversion rate immediately prior to the consummation of the Merger would have owned or been entitled to receive upon the completion of the Merger.

The foregoing description of the Supplemental Indenture does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Supplemental Indenture, which is included as Exhibit 4.01 hereto and incorporated into this Item 1.01 by reference.

Item 1.02.

Termination of Material Definitive Agreement.

In connection with the consummation of the Merger, the Company (i) terminated the convertible bond hedge transactions, dated February 28, 2012 and the additional convertible bond hedge transactions, dated February 29, 2012, by and between the Company and each of Barclays Bank PLC, JPMorgan Chase Bank, National Association and Wells Fargo Bank, National Association (collectively, the “Initial Hedge Counterparties”), (ii) terminated the issuer warrant transactions, dated February 28, 2012 and the additional issuer warrant transactions, dated February 29, 2012, by and between the Company and the Initial Hedge Counterparties and (iii) repaid all outstanding amounts under that certain Credit Agreement, dated as of February 28, 2014, by and among the Company, Dealertrack Canada Inc., the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (the “Credit Agreement”), governing its Term Loan B credit facility and revolving credit facility. Upon repayment of the Credit Agreement, the Credit Agreement was terminated, except for customary provisions that by their terms survive termination, and all liens securing the credit facilities were terminated.

Item 2.01.

Completion of Acquisition or Disposition of Assets.

Pursuant to the terms of the Offer to Purchase and the Merger Agreement, the Offer and withdrawal rights expired at 12:00 midnight New York City time on September 30, 2015. Based on information provided by American Stock Transfer & Trust Company, LLC, the depositary for the Offer, as of the expiration of the Offer, approximately 42,625,043 shares of Company Common Stock were validly tendered and not withdrawn in the Offer, which, together with the number of shares of Company Common Stock, if any, owned by Parent, represent approximately 77.08% of the outstanding shares of Company Common Stock. Accordingly, the condition to the Offer that there be validly tendered and not withdrawn that number of shares of Company Common Stock (excluding shares tendered pursuant to guaranteed delivery procedures but not yet delivered) which, together with the number of shares of Company Common Stock (if any) then owned by Parent (or its subsidiaries), represent a majority of the outstanding shares of Company Common Stock, has been satisfied. As a result of the satisfaction of the foregoing condition and each of the other conditions to the Offer, Acquisition Sub accepted for payment and will promptly pay for all shares of Company Common Stock that were validly tendered into the Offer and not properly withdrawn in accordance with the terms of the Offer. The depositary also advised the Company and Parent that it has received Notices of Guaranteed Delivery with respect to 3,406,260 additional shares of Company Common Stock, representing approximately 6.16% of the outstanding shares of Company Common Stock.

On October 1, 2015, pursuant to the terms and conditions of the Merger Agreement, Acquisition Sub merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the “Merger”). As a result of its acceptance of the shares of Company Common Stock tendered in the Offer, pursuant to Section 251(h) of the Delaware General Corporation Law, as amended (the “DGCL”), Acquisition Sub had sufficient voting power to approve the Merger without the affirmative vote of the stockholders of the Company pursuant to Section 251(h) of the DGCL. At the effective time (the “Effective Time”) of the Merger, each share of Company Common Stock outstanding (other than shares held by the Company, Parent or Acquisition Sub or held by stockholders who were entitled to demand, and who properly demanded, appraisal rights under Delaware law) was converted into the right to receive $63.25, net to the seller in cash, without interest, less any required withholding taxes.

The foregoing summary description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the terms of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 15, 2015, which is incorporated herein by reference.

The aggregate consideration paid to stockholders of the Company by Parent in the Offer and Merger was approximately $[•] million, without giving effect to related transaction fees and expenses.

Item 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On October 1, 2015, in connection with the consummation of the Merger, the Company notified The NASDAQ Stock Market, LLC (“NASDAQ”) of its intent to remove the shares of Company Common Stock from listing on NASDAQ and requested that NASDAQ file a delisting application with the SEC to delist and deregister the shares of Company Common Stock. On October 1, 2015, NASDAQ filed with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 25 to delist and deregister the shares of Company Common Stock. The Company intends to file with the SEC a certification on Form 15 under the Exchange Act, requesting the deregistration of the shares of Company Common Stock and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Item 3.03.

Material Modification to Rights of Security Holders.

At the Effective Time, each share of Company Common Stock outstanding (other than shares held by the Company, Parent or Acquisition Sub or held by stockholders who were entitled to demand, and who properly demanded, appraisal rights under Delaware law) was converted into the right to receive $63.25 net to the seller in cash, without interest, less any required withholding taxes.

The information disclosed under Item 1.01, 3.01 and Item 5.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.

Item 5.01.

Changes in Control of Registrant.

As a result of Acquisition Sub’s acceptance for payment of all shares of Company Common Stock that were validly tendered and not properly withdrawn in accordance with the terms of the Offer and the consummation of the Merger under Section 251(h) of the DGCL, on October 1, 2015, a change in control of the Company occurred. Upon the Effective Time, the Company became a wholly-owned subsidiary of Parent.

The information disclosed under Item 3.01, Item 3.03, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In accordance with the terms of the Merger Agreement, the directors of Acquisition Sub immediately prior to the Effective Time, which consisted of Sanford H. Schwartz, Joseph Luppino, Dallas S. Clement and Shauna S. Muhl, remain the only directors of the Company immediately after the Effective Time.

Information about the directors designated for appointment by Acquisition Sub was previously disclosed in the Offer to Purchase originally filed by the Parent with the SEC on June 26, 2015 and is incorporated herein by reference.

The foregoing description of the Merger Agreement is qualified in its entirety by the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on June 15, 2015.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Pursuant to the Merger Agreement, at the Effective Time, the certificate of incorporation of the Company was amended and restated in its entirety.

The certificate of incorporation as so amended and restated is attached as Exhibit 3.1 hereto and is incorporated by reference herein.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
2.1	Agreement and Plan of Merger, dated as of June 12, 2015, by and among Parent, Acquisition Sub and the Company (incorporated by reference to Exhibit 2.1 to Company’s Current Report on Form 8-K filed June 15, 2015)
3.1	Amendment and Restated Certificate of Incorporation of Dealertrack Technologies, Inc.
4.1	First Supplemental Indenture, dated as of October 1, 2015, among Dealertrack Technologies, Inc., Dealertrack, Inc. and Wells Fargo Bank, National Association, as Trustee
99.1	Press Release dated October 1, 2015 regarding merger
99.2	Press Release dated October 1, 2015 regarding sale of Inventory+ business to DealerSocket

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 thereunto duly authorized.

	DEALERTRACK TECHNOLOGIES, INC.

Date: October 1, 2015	By:	/s/ Eric D. Jacobs
		Name:	Eric D. Jacobs
		Title:	Executive Vice President, Chief
			Financial and Administrative
			Officer

EXHIBIT INDEX

Exhibit Number	Description
2.1	Agreement and Plan of Merger, dated as of June 12, 2015, by and among Parent, Acquisition Sub and the Company (incorporated by reference to Exhibit 2.1 to Company’s Current Report on Form 8-K filed June 15, 2015)
3.1	Amendment and Restated Certificate of Incorporation of Dealertrack Technologies, Inc.
4.1	First Supplemental Indenture, dated as of October 1, 2015, among Dealertrack Technologies, Inc., Dealertrack, Inc. and Wells Fargo Bank, National Association, as Trustee
99.1	Press Release dated October 1, 2015 regarding merger
99.2	Press Release dated October 1, 2015 regarding sale of Inventory+ business to DealerSocket

Exhibit 3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

DEALERTRACK TECHNOLOGIES, INC.

ARTICLE I

The name of the corporation is Dealertrack Technologies, Inc. (the “Corporation”).

ARTICLE II

The address, including street, number, city, and county, of the registered office of the Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle; and the name of the registered agent of the Corporation in the State of Delaware at such address is Corporation Service Company.

ARTICLE III

The purpose of the Corporation shall be to engage in any lawful act or activity for which corporations may be organized and incorporated under the General Corporation Law of the State of Delaware.

ARTICLE IV

Section 1. The Corporation shall be authorized to issue 1,000 shares of capital stock, all of which 1,000 shares shall be shares of common stock, par value $0.01 per share (the “Common Stock”).

Section 2. Except as otherwise provided by law, the Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes. Each share of the Common Stock shall have one vote and the Common Stock shall vote together as a single class.

ARTICLE V

Any one or more directors may be removed, with or without cause, by the vote or written consent of the holders of a majority of the issued and outstanding shares of capital stock of the Corporation entitled to be voted in the election of directors.

ARTICLE VI

In furtherance and not in limitation of those powers conferred by law, the board of directors of the Corporation (the “Board”) is expressly authorized and empowered to make, alter and repeal the by-laws of the Corporation (the “By-Laws”).

ARTICLE VII

Meetings of the stockholders shall be held at such place, within or without the State of Delaware as may be designated by, or in the manner provided in, the By-Laws or, if not so designated, at the registered office of the Corporation in the State of Delaware. Elections of directors need not be by written ballot unless and to the extent that the By-Laws so provide.

ARTICLE VIII

The corporation reserves the right at any time from time to time to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and any other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereinafter prescribed by law, and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the right reserved in this Article.

ARTICLE IX

A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware or (iv) for any transaction from which the director derived an improper personal benefit.

Exhibit 4.1

EXECUTION VERSION

DEALERTRACK TECHNOLOGIES, INC.,

as Issuer,

DEALERTRACK, INC.,

as Subsidiary Guarantor,

AND

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee

FIRST SUPPLEMENTAL INDENTURE

Dated as of October 1, 2015

1.50% Senior Convertible Notes due 2017

EXECUTION VERSION

FIRST SUPPLEMENTAL INDENTURE, dated as of October 1, 2015 (this “Supplemental Indenture”), among Dealertrack Technologies, Inc. (f/k/a DealerTrack Holdings, Inc.), a Delaware corporation, as issuer (the “Company”), Dealertrack, Inc. (f/k/a DealerTrack, Inc., the “Subsidiary Guarantor”), as subsidiary guarantor, and Wells Fargo Bank, National Association, a national banking association (the “Trustee”), as trustee.

W I T N E S S E T H:

WHEREAS, the Company and the Trustee have heretofore entered into an Indenture, dated as of March 5, 2012 (such Indenture, as modified by this First Supplemental Indenture, and as the same may be further modified, being hereinafter called the “Indenture”), pursuant to which the Company issued its 1.50% Senior Convertible Notes due 2017 in an aggregate principal amount of $200,000,000 (the “Notes”);

WHEREAS, the Company has entered into that certain Agreement and Plan of Merger, dated as of June 12, 2015 (the “Merger Agreement”), by and among Cox Automotive, Inc. (“Parent”), Runway Acquisition Co. (“Acquisition Sub”), and the Company, pursuant to which, upon the terms and subject to the conditions set forth in the Merger Agreement, Acquisition Sub will commence a tender offer (the “Offer”) to purchase all of the outstanding shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”) at a price per share of $63.25 (such amount or any higher amount per share of Common Stock that may be paid pursuant to an amended Offer, the “Offer Price”), without interest and subject to tax withholding. Promptly following the consummation of the Offer, (1) Acquisition Sub will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent, and each issued and outstanding share of Common Stock (other than certain shares as set forth in the Merger Agreement) will be converted into the right to receive the Offer Price, payable to the holder in cash, without interest and subject to tax withholding and (2) the Common Stock will cease to be listed or quoted on any of The New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or any of their respective successors) (together, the “Merger”);

WHEREAS, the Merger constitutes a Merger Event as defined in the Indenture;

WHEREAS, Section 14.07 of the Indenture provides that, prior to or at the effective time of a Merger Event, the Company or the successor or purchasing Person, as the case may be, shall execute with the Subsidiary Guarantor and the Trustee a supplemental indenture permitted under Sections 10.01(a) and 10.01(j) of the Indenture providing for a change of the right to convert each $1,000 principal amount of Notes into a right to convert such principal amount of Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Merger Event would have owned or been entitled to receive upon such Merger Event;

WHEREAS, Section 10.01(a) of the Indenture provides that the Company, when authorized by resolutions of the Board of Directors of the Company (the “Board of Directors”), the Subsidiary Guarantor and the Trustee, may enter into an indenture or indentures supplemental to the Indenture to provide for conversion rights of Holders of the Notes and the Company’s repurchase obligations in connection with a Fundamental Change and/or in the event of any transaction described in Section 14.07 of the Indenture;

WHEREAS, Sections 10.01(j) of the Indenture provides that the Company, when authorized by resolutions of the Board of Directors , the Subsidiary Guarantor and the Trustee, may enter into an indenture or indentures supplemental to the Indenture to make a change that does not adversely affect the rights of any Holder;

WHEREAS, the Board of Directors has duly authorized this Supplemental Indenture by resolutions adopted on June 11, 2015, and the entry into this Supplemental Indenture by the parties hereto is permitted by the provisions of the Indenture; and

WHEREAS, the Company has heretofore delivered or is delivering contemporaneously herewith to the Trustee an Officer’s Certificate described in Sections 10.05, 11.03 and 14.07(b) of the Indenture and an Opinion of Counsel described in Section 10.05 and 11.03 of the Indenture.

EXECUTION VERSION

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises, the receipt and sufficiency of which is hereby acknowledged, the Company covenants and agrees with the Trustee for the equal and proportionate benefit of the respective Holders from time to time of the Notes (except as otherwise provided below), as follows:

Article 1.
Definitions

Section 1.01. Definitions. Capitalized terms used herein and not defined herein have the meanings ascribed to such terms in the Indenture.

Article 2.
Amendments

Section 2.01. Conversion of Notes into the Reference Property. In accordance with and subject to Section 14.07 of the Indenture, as a result of the Merger, each $1,000 in principal amount of Notes is, from and after the effective time of the Merger, convertible in accordance with the terms of the Indenture into the right to receive the amount of cash that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to the consummation of the Merger would have owned or been entitled to receive upon the Merger. For all conversions that occur after the effective date of the Merger in accordance with and subject to Article 14 of the Indenture, (i) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased by any Additional Shares pursuant to Section 14.03 of the Indenture), multiplied by the price paid per share of Common Stock in the Merger and (ii) the Company shall satisfy the Conversion Obligation by paying cash to converting Holders on the third Business Day immediately following the Conversion Date.

Article 3.
Miscellaneous Provisions

Section 3.01. Effect of this Supplemental Indenture. From the date hereof, the Indenture shall be and be deemed to be modified and amended in accordance herewith, and the respective rights, limitation of rights, obligations, duties and immunities under the Indenture of the Trustee, the Company, the Subsidiary Guarantor and the Holders shall hereafter be determined, exercised and enforced thereunder subject in all respects to such modifications and amendments, and all the terms and conditions of this Supplemental Indenture shall be and be deemed to be part of the terms and conditions of the Indenture for any and all purposes.

Section 3.02. Trustee Matters. The Trustee accepts the Indenture, as supplemented hereby, and agrees to perform the same upon the terms and conditions set forth therein, as supplemented hereby. The Trustee shall be entitled to the benefit of every provision of the Indenture so supplemented relating to the conduct or affecting the liability or affording protection to the Trustee, whether or not elsewhere herein so provided. The recitals contained in this Supplemental Indenture shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

Section 3.03. Notice of Supplemental Indenture. In accordance with Section 14.07(b) of the Indenture, the Trustee will, on the Company’s behalf, mail notice of the execution of this Supplemental Indenture to each Holder, at its address appearing on the Note Register provided for in the Indenture, within 20 days after execution hereof. Failure to deliver such notice shall not affect the legality or validity of this Supplemental Indenture.

Section 3.04. Provisions Binding on Company’s Successors. All the covenants, stipulations, promises and agreements of the Company and the Subsidiary Guarantor contained in this Indenture shall bind its successors and assigns whether so expressed or not.

Section 3.05. Official Acts by Successor Company. Any act or proceeding by any provision of this Supplemental Indenture authorized or required to be done or performed by any board, committee or Officer of the Company or the Subsidiary Guarantor shall and may be done and performed with like force and effect by the like board, committee or officer of any corporation or other entity that shall at the time be the lawful sole successor of the Company or the Subsidiary Guarantor, respectively.

EXECUTION VERSION

Section 3.06. Governing Law. THIS SUPPLEMENTAL INDENTURE AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF).

The Company and the Subsidiary Guarantor each irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Supplemental Indenture or the Securities may be brought in the courts of the State of New York or the courts of the United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of the Notes have been paid, hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues.

The Company and the Subsidiary Guarantor each irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Supplemental Indenture brought in the courts of the State of New York or the courts of the United States located in the Borough of Manhattan, New York City, New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Section 3.07. Benefits of Supplemental Indenture. Nothing in this Supplemental Indenture, expressed or implied, shall give to any Person, other than the Holders, the parties hereto, any Paying Agent, any Conversion Agent, any authenticating agent, any Note Registrar and their successors hereunder, any benefit or any legal or equitable right, remedy or claim under this Indenture.

Section 3.08. Table of Contents, Headings, Etc. The table of contents and the titles and headings of the articles and sections of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.

Section 3.09. Execution in Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument.

Section 3.10. Severability. In the event any provision of this Supplemental Indenture shall be invalid, illegal or unenforceable, then (to the extent permitted by law) the validity, legality or enforceability of the remaining provisions shall not in any way be affected or impaired.

Section 3.11. Waiver of Jury Trial. EACH OF THE COMPANY, THE SUBSIDIARY GUARANTOR AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 3.12. No Security Interest Created. Nothing in this Supplemental Indenture, expressed or implied, shall be construed to constitute a security interest under the Uniform Commercial Code or similar legislation, as now or hereafter enacted and in effect, in any jurisdiction.

Section 3.13. Conflict with Trust Indenture Act. If and to the extent that any provision hereof limits, qualifies or conflicts with another provision hereof which is required to be included in this Supplemental Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control. If any provision of this Supplemental Indenture modifies or excludes any provision of the Trust Indenture Act which may be so modified or excluded, the latter provision shall be deemed to apply to this Supplemental Indenture as so modified or to be excluded, as the case may be.

Section 3.14. USA Patriot Act. The Company and the Subsidiary Guarantor acknowledge that in accordance with Section 326 of the U.S.A. PATRIOT Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the U.S.A. PATRIOT Act.

EXECUTION VERSION

Section 3.15. FATCA. The Company hereby confirms to the Trustee it has no knowledge that that this Supplemental Indenture has resulted in a material modification of the Notes for Foreign Accounting Tax Compliance Act (“FATCA”) purposes. The Company shall give the Trustee prompt written notice of any material modification of the Notes deemed to occur for FATCA purposes of which it has knowledge. The Trustee shall assume that no material modification for FATCA purposes has occurred regarding the Notes to the knowledge of the Company, unless the Trustee receives written notice of such modification from the Company.

[Signature Pages Follow]

EXECUTION VERSION

IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed as of the date first written above.

	DEALERTRACK TECHNOLOGIES, INC., as issuer

	By:	/s/ Eric Jacobs
		Name: Eric Jacobs
		Title: EVP, CFO / CAO

	DEALERTRACK, INC., as Subsidiary Guarantor

	By:	/s/ Eric Jacobs
		Name: Eric Jacobs
		Title: Chief Financial Officer

	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee

	By:	/s/ Stefan Victory
		Name: Stefan Victory
		Title: Vice President

Exhibit 99.1

For Immediate Release

COX AUTOMOTIVE OPENING NEW DOORS TO CLIENTS, TEAM MEMBERS AND AUTO INDUSTRY

WITH COMPLETION OF ACQUISITION OF DEALERTRACK

Strengthens pro-industry organization offering comprehensive, open-choice solutions that drive efficiency and deliver greater value to consumers, dealers, lenders and manufacturers

ATLANTA, GA and LAKE SUCCESS, NY – October 1, 2015 – Cox Automotive,^TM Inc., a leading provider of digital marketing, wholesale and e-commerce solutions across the automotive industry, announced it has completed its acquisition of Dealertrack® Technologies, Inc. (NASDAQ: TRAK), a leader in software solutions and services for automotive retailers. Under the terms of the deal, Cox Automotive acquired Dealertrack in an all-cash tender offer to purchase all of the outstanding shares of Dealertrack. The transaction is valued at approximately $4 billion, or $63.25 per share of Dealertrack common stock. As of today, the common stock of Dealertrack will cease trading and will no longer be listed on the NASDAQ Global Market.

Together, Cox Automotive and Dealertrack will have even broader capabilities for helping customers navigate a rapidly changing automotive marketplace and grow their business across the value chain. The combined companies will provide comprehensive, open-choice solutions that drive efficiency and deliver greater value to consumers, dealers, lenders, manufacturers and the overall automotive industry.

“The team members from Dealertrack have built an outstanding company and I am excited to welcome them to the Cox family. This combination will truly open new doors for our clients, team members and the industry as we drive even greater innovation and provide even better solutions to our clients,” said Sandy Schwartz, President of Cox Automotive. “Our goal is a seamless transition, and over the coming months our integration teams will work to capture the best of both organizations. Starting today, we are moving forward as one organization that is passionately pro-industry, committed to open choice and dedicated to strong partnerships.”

“This combination brings together some of the best people in the industry with strong common values,” said Mark O’Neil, Chairman and Chief Executive Officer of Dealertrack. “I want to extend my appreciation to all of our Dealertrack team members for the foundation they have built, and thank my new Cox Automotive colleagues for the warm welcome as we join our new family. Working together, we will fully unlock the potential of our combined brands and teams to serve our clients.”

BDT & Company and Citigroup Global Markets served as financial advisors, and Wachtell, Lipton, Rosen & Katz served as legal counsel to Cox Automotive. Evercore acted as financial advisor and O'Melveny & Myers LLP served as legal advisor to Dealertrack.

About Cox Automotive

Cox Automotive, Inc. is transforming the way the world buys, sells and owns cars with industry-leading digital marketing, software, financial, wholesale and e-commerce solutions for consumers, dealers, manufacturers and the overall automotive ecosystem worldwide. Committed to open choice and dedicated to strong partnerships, the Cox Automotive family includes Manheim®, Autotrader®, Kelley Blue Book®, Dealertrack®, vAuto®, Xtime®, NextGear Capital® and a host of other brands. The global company has nearly 30,000 team members in more than 200 locations and is partner to more than 40,000 auto dealers, as well as most major automobile manufacturers, while engaging U.S. consumer car buyers with the most recognized media brands in the industry. Cox Automotive is a subsidiary of Cox Enterprises, Inc., an Atlanta-based company with revenues of more than $17 billion and approximately 50,000 employees. Cox Enterprises’ other major operating subsidiaries include Cox Communications and Cox Media Group. For more information about Cox Automotive, visit www.coxautoinc.com.

About Dealertrack (www.Dealertrack.com)

Dealertrack, headquartered in Lake Success, N.Y., delivers integrated digital solutions designed to enhance the efficiency and profitability for all major segments of the automotive retail industry, including dealers, lenders, vehicle manufacturers, third-party retailers, agents and aftermarket providers. From bridging the gap between the online and in-store experience to developing industry leading innovations, Dealertrack is transforming automotive retailing through its comprehensive award-winning solution set, including Dealer Management System (DMS), Fixed Operations, Sales and F&I, Digital Marketing, CRM and Registration and Titling solutions.

Cox Automotive

David Doolittle

404-337-5990 or 404-568-7455

David.Doolittle@coxautoinc.com

Dealertrack Technologies

Investor Relations

Eric Jacobs 888-450-0478

Investorrelations@Dealertrack.com

Media Relations

Alison von Puschendorf, 877-327-8422

Alison.vonpuschendorf@Dealertrack.com

Exhibit 99.2

Media Contacts:

Alison von Puschendorf

Dealertrack Technologies

(877) 327-8422 x7366

alison.vonpuschendorf@dealertrack.com

Dealertrack Completes Sale of Inventory+ Business to DealerSocket

Lake Success, N.Y, October 1, 2015 – Dealertrack Technologies (Nasdaq: TRAK) today announced that it has completed the sale of its Inventory+ business to DealerSocket, Inc. in an all-cash transaction for approximately $55 million.

Under the terms of the deal, the divested Inventory+ assets include the AAX product in the U.S. and Canada, as well as eCarlist websites. In addition, approximately 200 employees transition to DealerSocket with this sale.

The agreement to divest the Inventory+ business was announced on August 20, 2015. For the full announcement press release, click here for the Dealertrack Press Room.

About Dealertrack

Safe Harbor for Forward-Looking and Cautionary Statements

Statements in this press release regarding the benefits of Dealertrack's solutions, any conclusions or statements based thereon and all other statements in this release other than the recitation of historical facts are forward-looking statements (as defined in the Private Securities Litigation Reform Act of 1995). These statements involve a number of risks, uncertainties and other factors that could cause actual results, performance or achievements of Dealertrack Technologies to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements.

Factors that might cause such a difference include the performance and acceptance of the Dealertrack solutions, the performance of Dealertrack's third-party partners, and other risks listed in our reports filed with the Securities and Exchange Commission (SEC), including our Annual Report on Form 10-K for the year ending December 31, 2014 and our Quarterly Reports on Form 10-Q. These filings can be found on Dealertrack Technologies' website at www.dealertrack.com and the SEC's website at www.sec.gov. Forward-looking statements included herein speak only as of the date hereof and Dealertrack Technologies disclaims any obligation to revise or update such statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events or circumstances.