KAR Auction Services, Inc.,dba KAR Global (NYSE: KAR), has signed a definitive agreement to acquire CARWAVE Holdings LLC (“CARWAVE”) subject to certain regulatory approvals and other customary closing conditions, the companies announced in a media release on Aug. 23.

CARWAVE is an online dealer-to-dealer marketplace featuring certified mechanical inspections, buyer guarantees and a 24/7, direct offer trading format with semi-weekly live auctions. Upon closing, the acquisition will build on KAR’s consistent growth in the dealer-to-dealer segment, enhance KAR’s position in the highly fragmented wholesale used vehicle market, and accelerate the company’s overall transformation to a digital marketplace company.

The purchase price of the acquisition is $450 million and the transaction is expected to close prior to year-end pending the requisite legal and regulatory approvals. Tax deductions of about $400 million will result in a reduction in future cash taxes of over $100 million and are expected to be available to KAR once the transaction is done.

“This acquisition will advance our clear growth strategy in the dealer-to-dealer segment and accelerate the positive momentum we’ve sustained over the past several quarters,” said Peter Kelly, CEO of KAR Global, in the news release. “CARWAVE has a strong, active dealer network in California — the country’s largest wholesale automotive market, as well as a growing presence in Arizona and Texas. The acquisition will enhance our continued growth in all of these areas while providing each company’s unique customers with greater choice through an expanded buyer and seller base. CARWAVE’s asset-light, technology-forward business model, with about 100,000 vehicles sold over the past 12 months, will enable us to achieve immediate profitability across our dealer-to-dealer offerings and enhance our position in the highly competitive dealer-to-dealer space.”

CARWAVE was founded in 2009 in California and serves a broad network of franchise and independent dealers across Arizona, California, Nevada, Oregon and Texas. The company’s online platform enables dealers to conveniently wholesale trade-ins and aged frontline units directly from their lot and quickly source new inventory from anywhere.  

After the transaction closes, key CARWAVE leadership including co-founders John Lauer and Bill Lauer will remain with the company, and KAR intends to continue operating CARWAVE’s Escondido, Calif. headquarters.

“We started CARWAVE to provide dealers with a low cost, low stress and hassle-free alternative to physical wholesale auctions,” said John Lauer, president of CARWAVE, in the release. “KAR has truly embraced these core principles, and their progressive approach continues to lead the digital transformation of our industry.”

Winston & Strawn LLP is serving as legal advisor to KAR Global. Latham & Watkins LLP is serving as legal advisor to CARWAVE.