M&A - Cars.com Inc.

Form Type: 10-Q

Filing Date: 2025-05-08

Corporate Action: Acquisition

Type: New

Accession Number: 000095017025066905

Filing Summary: As of March 31, 2025, Cars.com Inc. reported a significant development in its financial situation and operations. The company acquired DealerClub Inc., a digital wholesale auction platform, in January 2025 for a total purchase consideration of $25.3 million. This strategic acquisition is aimed at enhancing dealer transactions and market efficiency. Preliminary fair values assigned to the acquisition included identifiable intangible assets of $2.7 million and goodwill of $22 million, recognized for expected future sales growth and the acquired workforce. Additionally, during Q1 2025, the company generated total revenue of $179.0 million, although it reported a net loss of $2.0 million. The balance sheet showed total assets of $1.08 billion and total liabilities of $593.8 million. The new revolving loan of $350 million was established as part of an amendment to their Credit Agreement, indicating operational adjustments to maintain liquidity. The company's equity also reflected a share repurchase program authorized for up to $250 million over three years to support stock value. Financial disclosures detailed the fiscal performance and various adjusted estimates affecting their operational capacity, providing insights into their strategic direction for growth in the automotive industry.

Form Type: 8-K

Filing Date: 2025-01-24

Corporate Action: Acquisition

Type: New

Accession Number: 000095017025008605

Filing Summary: On January 24, 2025, Cars.com Inc. announced the signing of a Stock Purchase Agreement to acquire all issued and outstanding shares of Dealer Club Inc. The total purchase price is approximately $25.0 million in cash at closing, with an additional earn-out of up to $88.0 million based on certain milestones, bringing the total potential acquisition cost to $113.0 million. The earn-out payments may be made in cash or shares of Cars.com common stock, subject to agreement with the sellers and under specified conditions. The transaction is to be disclosed further in the press release included as Exhibit 99.1.