ADESA Inc., a publicly traded provider of wholesale vehicle auctions and used vehicle dealer floorplan financing, announced that it has entered into a merger agreement to be acquired by a group of private equity funds consisting of Kelso & Company, GS Capital Partners (an affiliate of Goldman Sachs), ValueAct Capital and Parthenon Capital.

Under the merger agreement, each outstanding share of ADESA common stock will be converted into the right to receive $27.85 per share in cash.

Insurance Auto Auctions Inc. (IAAI), a provider of automotive salvage auction and claims processing services in the United States, will be combined with ADESA. IAAI is owned by Kelso & Company, Parthenon Capital and members of its senior management team.

The total transaction value, including the contribution of IAAI, the assumption or refinancing of approximately $700 million of debt and the payment of related fees and expenses, is approximately $3.7 billion.

The transaction is expected to close in the first half of 2007.