Asbury Automotive Group Announces Pricing of Its Private Offering of Senior Notes Due 2029 and Senior Notes Due 2032
04 Novembre 2021 - 9:02PM
Business Wire
Asbury Automotive Group, Inc. (NYSE: ABG) (“Asbury”)
announced today that it has priced its previously announced private
placement of senior notes, consisting of $800 million aggregate
principal amount of 4.625% Senior Notes due 2029 (the “2029 Notes”)
and $600 million aggregate principal amount of 5.000% Senior Notes
due 2032 (the “2032 Notes” and, together with the 2029 Notes, the
“Notes”). Due to the exercise of the option to purchase additional
shares in Asbury's concurrent common stock offering and the
corresponding increase in proceeds, the aggregate principal amount
of the Notes was decreased by $100 million from the total aggregate
principal amount previously announced. The Notes were priced at
par. 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 of each series is expected to close on
November 19, 2021, subject to customary closing conditions.
Asbury intends to use the proceeds of the offering of Notes,
together with the proceeds of the concurrent offering of common
stock, additional borrowings and cash on hand, to fund, if
consummated, the acquisition (the “LHM Acquisition”) of all of the
equity interests of, and the real property related to, the
businesses of the Larry H. Miller Dealerships and Total Care Auto,
Powered by Landcar, and the payment of fees and expenses related to
the foregoing, and to use the balance of the net proceeds, if any,
for general corporate purposes, including other dealership
acquisitions or capital investments. The offering of the Notes will
correspondingly reduce the $2.35 billion of bridge commitments
provided under the previously announced commitment letter entered
into by Asbury in connection with the LHM Acquisition.
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,
subject to certain exceptions, including the entities comprising
Total Care Auto, Powered by Landcar.
The Notes of each series and related guarantees will be offered
only to persons who are reasonably believed to be 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 Securities Act.
Forward Looking
Statements
This press release contains “forward-looking statements” within
the meaning of Section 21E of the Securities Exchange Act of 1934
(the “Exchange Act”) and the Private Securities Litigation Reform
Act of 1995, including with respect to our ability to consummate
this offering. Forward-looking statements are statements that are
not historical in nature and may include statements relating to the
timing of closing of the offering, our goals, plans and projections
regarding industry and general economic trends, our expected
financial position, the expected terms or timeline of the currently
contemplated LHM Acquisition, the anticipated cost savings,
run-rate synergies, revenue enhancement strategies, operational
improvements and other benefits from the LHM 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, 2020,
which is on file with the U.S. Securities and Exchange Commission
(the “SEC”).
Asbury qualifies all of its forward-looking statements by these
cautionary statements and you should not place undue reliance on
Asbury’s forward-looking statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20211104006304/en/
MEDIA CONTACT: Angela Hong Head of Corporate
Communications (404) 786-1654 pr@asburyauto.com INVESTOR
CONTACT: Karen Reid VP & Treasurer (770) 418-8211
ir@asburyauto.com
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