Brookfield Business Partners L.P. (NYSE:BBU) entered into a definitive agreement to acquire CDK Global, Inc. (NasdaqGS:CDK) for $6.5 billion on April 7, 2022. Under the terms of the merger agreement, Brookfield will commence a tender offer to acquire all of the outstanding shares of CDK. CDK shareholders will receive $54.87 per share in cash upon completion of the transaction. Brookfield's investment will be funded with $3.5 billion of equity, of which Brookfield Business Partners expects to invest approximately $500 million. The balance is expected to be funded from institutional partners. Following the successful completion of the tender offer, Brookfield will acquire all remaining shares not tendered in the tender offer through a second-step merger at the same price. CDK's common stock will no longer be listed on the Nasdaq Global Select Market upon completion of the transaction. As of April 22, 2022, Brookfield Business Partners commenced the offer and initial offer expiration is o May 19, 2022. CDK Global shall pay a termination fee of $181.5 million to Brookfield Business Partners and Brookfield Business Partners shall pay a termination fee of $594 million to CDK Global.

The closing of the tender offer will be subject to certain conditions, including the tender of shares representing at least a majority of the total number of CDK's outstanding shares, regulatory approval, the expiration or termination of the antitrust waiting period, and other customary conditions. The agreement was unanimously approved by CDK's Board of Directors. As of May 9, 2022, the Tender Offer is scheduled to expire at 12:00 midnight, New York City time, at the end of the day on May 20, 2022, unless extended. The expiration time of the Offer and withdrawal rights has been extended to 5:00 p.m., New York City time, on July 5, 2022. Morgan Stanley & Co. LLC is serving as exclusive financial advisor, and Kyle Seifried, Scott Barshay, Caith Kushner, David Huntington, Michael Vogel, David Sobel, Jason Tyler, Aidan Synnott, Geoffrey Chepiga, Steven Herzog, Lawrence Witdorchic, Scott Sontag, Jonathan Ashtor and Marta Kelly of Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as legal advisor to CDK. Leonard Kreynin, Cheryl Chan, Albert Zhu, Hilary Dengel, Jonathan B. Brown, Pritesh P. Shah, David H. Schnabel and Jennifer S. Conway of Davis Polk & Wardwell LLP is acting as legal advisor to Brookfield. Jeff White of Weil, Gotshal & Manges LLP acted as legal advisor to Brookfield Asset Management Inc. parent of Brookfield Business Partners L.P. MacKenzie Partners, Inc. acted information agent and Computershare Trust Company, National Association acted as depository bank to CDK Global.

Brookfield Business Partners L.P. (NYSE:BBU) completed the acquisition of CDK Global, Inc. (NasdaqGS:CDK) on July 5, 2022. As of the expiration of the Offer, a total of 67,550,913 Shares were validly tendered and not properly withdrawn pursuant to the Offer, representing approximately 57.8% of the Shares outstanding as of the expiration of the Offer. The Offer satisfied the Minimum Tender Condition and all other conditions to the Offer were satisfied or waived. Accordingly, Brookfield has accepted for payment all Shares validly tendered and not properly withdrawn pursuant to the Offer and will promptly (and in any event within 3 business days of such acceptance) pay for all such Shares in accordance with the terms of the Offer. Each Share outstanding immediately prior to the Effective Time will be automatically converted into the right to receive $54.87 in cash, without interest thereon and subject to any tax withholding, which is the same amount per share paid in the Offer. Following consummation of the Merger, CDK Global's shares to be delisted and to cease to trade on NASDAQ.