DULUTH, Ga., Feb. 5, 2020 /PRNewswire/ -- Asbury Automotive
Group, Inc. (NYSE: ABG) announced today that it has priced
its previously announced private placement of senior unsecured
notes, consisting of $525,000,000
aggregate principal amount of 4.50% Senior Notes due 2028 (the
"2028 Notes") and $600,000,000
aggregate principal amount of 4.75% Senior Notes due 2030 (the
"2030 Notes" and, together with the 2028 Notes, the "Notes").
The Company will issue 2028 Notes at a price of 100% of their
principal amount and will issue 2030 Notes at a price of 100% of
their principal amount. The offering will be exempt from the
registration requirements of the Securities Act of 1933, as amended
(the "Securities Act"). The offering of the Notes is expected to
close on February 19, 2020, subject
to customary closing conditions.
The Notes are being offered, together with additional borrowings
and cash on hand, to (i) fund, if consummated, the acquisition of
substantially all of the assets of the businesses of the Park Place
Dealership family of entities pursuant to that certain Asset
Purchase Agreement, dated as of December 11,
2019, among the Company, Park
Place and the other parties thereto (the "Asset Purchase
Agreement"), and related agreements and transactions (collectively,
the "Acquisition"), (ii) redeem all of our outstanding $600,000,000 aggregate principal amount of 6.0%
Senior Subordinated Notes due 2024 (the "Existing Notes") and (iii)
pay fees and expenses in connection with the foregoing.
If (i) the consummation of the Acquisition has not occurred on
or before April 30, 2020 (the "End
Date") or (ii) we notify the trustee for the Notes of our
abandonment or termination of the Asset Purchase Agreement or our
determination that the consummation of the Acquisition will not
occur on or before the End Date, then we will be required to redeem
$525.0 million (the "Mandatory
Redemption Amount") aggregate principal amount of the 2028 Notes
and the 2030 Notes on a pro rata basis in proportion to the
aggregate principal amount of each series of Notes at a redemption
price equal to 100% of the Mandatory Redemption Amount, plus
accrued and unpaid interest to, but excluding, the redemption
date.
The Notes of each series will be guaranteed, jointly and
severally, by each existing and future restricted subsidiary of
Asbury that guarantees Asbury's existing senior credit
facility.
On February 3, 2020, we issued a
conditional notice of redemption to the holders of our Existing
Notes, notifying such holders that we intend to redeem all of the
Existing Notes on March 4, 2020. The
redemption of the Existing Notes is conditioned upon the
consummation of this offering. If redeemed, the Existing Notes will
be redeemed at 103% of par, plus accrued and unpaid interest to,
but excluding, the date of redemption.
The Notes of each series and related guarantees will be offered
only to qualified institutional buyers under Rule 144A of the
Securities Act, and to non-U.S. persons in transactions outside
the United States under Regulation
S of the Securities Act. The Notes of each series have not been,
and will not be, registered under the Securities Act and may not be
offered or sold in the United
States absent registration or an applicable exemption from,
or in a transaction not subject to, the registration requirements
of the Securities Act and other applicable securities laws.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of the
Notes of any series in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
This notice is being issued pursuant to and in accordance with Rule
135c under the Act.
Cautionary Statements for Purposes of the "Safe Harbor"
Provisions of the Private Securities Litigation Reform Act
This press release contains statements that constitute
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 and the federal securities
laws. These "forward-looking statements" are not statements of
historical facts, and may include, among other things, statements
relating to our goals, plans and projections regarding industry and
general economic trends, our expected financial position, the
expected timeline of the currently contemplated Acquisition and the
offering of the 2028 Notes and the 2030 Notes, the anticipated use
of proceeds from the offering of the 2028 Notes and the 2030 Notes,
the anticipated cost savings, synergies, revenue enhancement
strategies and other benefits from the Acquisition, results of
operations or market position and our business strategy. Such
statements can generally be identified by words such as "may,"
"target," "could," "would," "will," "should," "believe," "expect,"
"anticipate," "plan," "intend," "foresee" and other similar words
or phrases. Actual results are subject to a number of risks and
uncertainties and may differ materially from the current
expectations and beliefs discussed in this press release. All
information set forth in this release is as of the date hereof. We
do not intend, and undertake no duty, to update this information to
reflect future events or circumstances. Information about certain
potential factors that could affect our business and financial
results and cause actual results to differ materially from those
expressed or implied in any forward-looking statements are included
under the captions "Risk Factors" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations," in our
Annual Report on Form 10-K for the year ended December 31, 2018 and Exhibit 99.1 to the Current
Report on Form 8-K, dated February 3,
2020, both of which are on file with the U.S. Securities and
Exchange Commission (the "SEC"), and may be contained in reports
subsequently filed with the SEC and available at the SEC's website
at www.sec.gov.
View original
content:http://www.prnewswire.com/news-releases/asbury-automotive-group-announces-pricing-of-its-private-offering-of-senior-notes-due-2028-and-senior-notes-due-2030-300999879.html
SOURCE Asbury Automotive Group, Inc.