Public offering of common stock
On November 5, 2021, Asbury Automotive Group, Inc. (the “Company”) completed its previously announced underwritten public offering (the “Common Stock Offering”) of 3,795,000 shares of its common stock, par value $0.01 per share (the “Shares”), which includes 495,000 Shares issued and sold pursuant to the full exercise of the underwriters’ option to purchase the additional shares. The Company received total gross proceeds of $690,690,000 from the Common Stock Offering, excluding the underwriters’ discounts and the payment of its estimated expenses related to the Common Stock Offering.
The Company is filing the following exhibits to its Registration Statement on Form S-3 (Registration No. 333-260658) in connection with the Common Stock Offering:
|
|
•
|
|
Underwriting Agreement, dated November 2, 2021, among the Company and J.P. Morgan Securities LLC and BofA Securities, Inc., acting as representatives of the several underwriters named therein;
|
|
|
•
|
|
Opinion of Jones Day; and
|
|
|
•
|
|
Consent of Jones Day (included in Exhibit 5.1).
|
Private offering of senior notes
On November 4, 2021, the Company issued a press release (the “Press Release”) announcing the pricing of its previously announced offering of senior notes (the “Notes Offering”), 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”), pursuant to exemptions from the registration requirements under the Securities Act of 1933. Due to the exercise by the underwriters of their option to purchase additional shares in the Common Stock Offering and the corresponding increase in proceeds, the aggregate principal amount of the Notes was decreased by $100 million from the amount previously announced.
The Company intends to use the proceeds from the Notes Offering, together with the proceeds of the Common Stock Offering, additional borrowings and cash on hand, to fund, if consummated, the 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 Notes of each series will be guaranteed, jointly and severally, by each existing and future restricted subsidiary of the Company that guarantees the Company’s existing senior credit facility, subject to certain exceptions (which exceptions include the entities comprising Total Care Auto, Powered by Landcar).
A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.