O'Melveny Represents Dealertrack Technologies in US$1 Billion Agreement to Aquire Dealer.com



Julie Fei
O’Melveny & Myers LLP                            

Piper Hall
O’Melveny & Myers LLP

NEW YORK ─ December 19, 2013 ─ O’Melveny & Myers LLP represented Dealertrack Technologies, Inc. in its approximately US$1 billion definitive agreement to acquire Dealer.com, a leading provider of marketing and operations software and services for the automotive industry. The deal is expected to close in the first quarter of 2014, subject to regulatory approval.

The O’Melveny team was led by partners Paul Scrivano, Sung Pak, and Chris Del Rosso, counsel Gilbert Villaflor, and associates Sarah Young, Ariel Rom, and Natalie DiTomasso.

About O’Melveny & Myers LLP
With approximately 800 lawyers in 16 offices worldwide, O’Melveny & Myers LLP helps industry leaders across a broad array of sectors manage the complex challenges of succeeding in the global economy. We are a values-driven law firm, guided by the principles of excellence, leadership, and citizenship. Our commitment to these values is reflected in our dedication to improving access to justice through pro bono work and championing initiatives that increase the diversity of the legal profession. For more information, please visit www.omm.com

The following press release was issued by Dealertrack Technologies, Inc.:

Dealertrack and Dealer.com Unite to Transform Automotive Retail
Dealertrack Technologies Announces Agreement to Acquire Dealer.com

LAKE SUCCESS, N.Y. & BURLINGTON, Vt. -- December 19, 2013 -- Dealertrack Technologies (Nasdaq:TRAK) and Dealer.com today announced a definitive agreement for Dealertrack to acquire Dealer.com, a leading provider of marketing and operations software and services for the automotive industry. Through the combination, the companies expect to realize their shared vision to transform automotive retail by delivering the most advanced solutions for dealers, OEMs, lenders and car shoppers.

Under the terms of the agreement, Dealertrack will acquire all the equity of Dealer.com for approximately 8.7 million shares of Dealertrack’s common stock and $620 million in cash, subject to customary post-closing adjustments. Dealertrack expects to finance the cash portion of the purchase price through cash on hand and with fully committed debt financing. The deal is expected to close in the first quarter of 2014, subject to regulatory approval, and the transaction is expected to be accretive to Dealertrack’s standalone multi-year organic growth profile to Dealertrack’s diluted adjusted net income per share.

Established in 1998, Dealer.com is a pioneer in bringing automotive dealerships online. The company has grown to 830 employees across its Burlington, Vermont, headquarters and Manhattan Beach, California, office, and serves approximately 7,000 U.S. dealers with its integrated suite of products. Dealer.com expects to generate annual revenue in excess of $230 million for 2013, representing year-on-year growth in excess of 25 percent relative to 2012.

Dealertrack places a high value on the culture of creativity and innovation that has been the hallmark of Dealer.com, and plans to establish Dealer.com’s Burlington, Vermont, headquarters as a center of excellence for digital marketing solutions, along with Dealertrack’s Dallas, Texas, office. Based on the strength of Dealer.com’s brand, Dealertrack will retain the Dealer.com name in the marketplace to represent Dealertrack’s advanced and complementary set of digital marketing products and services.

“By joining forces with Dealer.com, we will be able to provide dealers, OEMs, and other industry partners with a deep and broad array of integrated solutions,” said Mark O’Neil, chairman and chief executive officer, Dealertrack. “Dealer.com and its team, whom we’ve long admired and respected, complement our solutions, catapulting our vision of delivering the market leading suite of integrated technologies capable of transforming automotive retailing even further.”

“This is a very exciting opportunity for Dealer.com,” said Rick Gibbs, chief executive officer, Dealer.com. “By combining our strengths with Dealertrack, we will be able to enhance our marketplace offering with an integrated, end-to-end solution that will help bring the automotive retailing industry to a new level of efficiency and performance.”

Gibbs further added, “Dealer.com is proud of the unique culture we, as a company, have nurtured over the years, making this a truly outstanding place to work. We will look to carry this same culture - along with our energy and spirit of innovation - forward as we unite with Dealertrack.”

Upon closing, Gibbs will become Executive Vice President and Group President of Dealertrack’s Digital Marketing solution team.

In connection with the transaction, Evercore acted as financial advisor and O'Melveny & Myers LLP provided legal advice to Dealertrack. Goldman Sachs & Co. acted as financial advisor and Wilson Sonsini Goodrich & Rosati, Professional Corporation, provided legal advice to Dealer.com. J.P. Morgan, BoA Merrill Lynch, Barclays and Wells Fargo are providing Dealertrack’s committed debt financing for the transaction.