On December 11, 2012, KAR Auction Services, Inc. (the "Company") completed an underwritten public offering (the "Offering") of 15,525,000 shares (the "Shares") of its common stock, par value $0.01 per share ("Common Stock"), pursuant to the Underwriting Agreement (the "Underwriting Agreement"), dated December 5, 2012, among the Company, KAR Holdings II, LLC ("KAR LLC") and Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein (collectively, the "Underwriters"). The Shares were sold by KAR LLC to the Underwriters at a price of $16.7125 per share and included 2,025,000 shares of Common Stock sold pursuant to the Underwriters' exercise in full of their option to purchase additional shares of Common Stock under the Underwriting Agreement. The Company will not receive any proceeds from the sale of the Shares.

Following the Offering, affiliates of Goldman, Sachs & Co., one of the Underwriters, beneficially own through their investment in KAR LLC 17.3% of the Company's Common Stock. Pursuant to a director designation agreement of KAR LLC, such affiliates have the right to designate a specified number of individuals to serve on the board of directors of KAR LLC. In the ordinary course of business, certain of the Underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking, commercial banking and other services for the Company and its affiliates, for which they received or will receive customary fees and expenses.

See the "Certain Related Party Relationships" section of the proxy statement for the Company's annual meeting of stockholders held on May 17, 2012, which was filed with the Securities and Exchange Commission (the "Commission") on April 13, 2012, for a description of the director designation agreement and other material relationships between the Company and KAR LLC and its affiliates.

The offering of the Shares was made pursuant to the Company's existing effective shelf registration statement on Form S-3 (File No. 333-174038) filed with the Commission and the related prospectus supplement and accompanying prospectus. The above description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.

(d) Exhibits.

Exhibit
Number                                    Description

1.1          Underwriting Agreement, dated December 5, 2012, among KAR Auction
             Services, Inc., KAR Holdings II, LLC and Credit Suisse Securities
             (USA) LLC, Goldman, Sachs & Co. and J.P. Morgan Securities LLC, as
             representatives of the several underwriters named in Schedule I
             therein