0001193125-12-321172.txt : 20120730 0001193125-12-321172.hdr.sgml : 20120730 20120730084329 ACCESSION NUMBER: 0001193125-12-321172 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120730 DATE AS OF CHANGE: 20120730 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SONIC AUTOMOTIVE INC CENTRAL INDEX KEY: 0001043509 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] IRS NUMBER: 562010790 STATE OF INCORPORATION: DE FISCAL YEAR END: 0207 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13395 FILM NUMBER: 12992106 BUSINESS ADDRESS: STREET 1: 4401 COLWICK ROAD CITY: CHARLOTTE STATE: NC ZIP: 28211 BUSINESS PHONE: 704-566-2400 MAIL ADDRESS: STREET 1: 4401 COLWICK ROAD CITY: CHARLOTTE STATE: NC ZIP: 28211 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SONIC AUTOMOTIVE INC CENTRAL INDEX KEY: 0001043509 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] IRS NUMBER: 562010790 STATE OF INCORPORATION: DE FISCAL YEAR END: 0207 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 4401 COLWICK ROAD CITY: CHARLOTTE STATE: NC ZIP: 28211 BUSINESS PHONE: 704-566-2400 MAIL ADDRESS: STREET 1: 4401 COLWICK ROAD CITY: CHARLOTTE STATE: NC ZIP: 28211 425 1 d387407d8k.htm FORM 8-K Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):         July 30, 2012            

SONIC AUTOMOTIVE, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

 

                1-13395   56-201079        

 

          (Commission File Number)

  

 

(IRS Employer Identification No.)        

 

    4401 Colwick Road

    Charlotte, North Carolina

               28211

 

    (Address of principal executive offices)

  

 

            (Zip Code)

Registrant’s telephone number, including area code: (704) 566-2400

N/A

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
       (17 CFR 240.14d-2(b))
  ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
       (17 CFR 240.13e-4(c))

 

 

 

Item 8.01. Other Events.

  On July 30, 2012, Sonic Automotive, Inc. (“Sonic”) issued a press release announcing the expiration and final results of its exchange offer to purchase for cash and shares of its Class A common stock all of its outstanding 5.0% Convertible Senior Notes due 2029.

  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

 

Item 9.01. Financial Statements and Exhibits.

  (d)        Exhibits.

     99.1      Press release of Sonic Automotive, Inc. dated July 30, 2012

 

 

SIGNATURES

  Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

SONIC AUTOMOTIVE, INC.
By:   /s/ Stephen K. Coss                
  Stephen K. Coss
 

Senior Vice President and General

Counsel

Dated: July 30, 2012

 

2

INDEX TO EXHIBITS

 

 

 

Exhibit No.

       

Description

99.1       Press release of Sonic Automotive, Inc. dated July 30, 2012

 

3

EX-99.1 2 d387407dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

FOR IMMEDIATE RELEASE

SONIC AUTOMOTIVE ANNOUNCES EXPIRATION AND FINAL RESULTS OF EXCHANGE OFFER FOR ALL 5.0% CONVERTIBLE SENIOR NOTES DUE 2029

 

 

Charlotte, NC – July 30, 2012 – Sonic Automotive, Inc. (NYSE: SAH) today announced the expiration and final results of its previously announced exchange offer (the “Offer”) to purchase for cash and shares of its Class A common stock all of its outstanding 5.0% Convertible Senior Notes due 2029 (CUSIP No. 83545GAQ5) (the “Notes”). The Offer expired at 12:00 midnight, New York City time, at the end of July 27, 2012.

As of the expiration of the Offer, $134,900,000 in aggregate principal amount of Notes, representing approximately 99.9963% of the aggregate outstanding principal amount of Notes, were validly tendered and not properly withdrawn. Sonic has accepted for exchange all Notes that were validly tendered and not properly withdrawn.

Sonic expects to settle the Offer on August 1, 2012 and pay an aggregate of approximately $137.1 million in cash (including accrued and unpaid interest and cash paid in lieu of fractional shares) and issue 4,074,905 shares of Class A common stock to purchase all of the Notes that were validly tendered and not properly withdrawn. Immediately following the settlement of the Offer, approximately $5,000 aggregate principal amount of Notes will remain outstanding.

J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC are serving as joint lead dealer managers in connection with the Offer. Global Bondholder Services Corporation is acting as the exchange agent and information agent for the Offer.

This press release is for information purposes only and shall not constitute an offer to purchase, a solicitation of an offer to purchase, or an offer to sell or solicitation of an offer to sell any securities.

About Sonic Automotive

Sonic Automotive, Inc., a Fortune 500 company based in Charlotte, N.C., is one of the nation’s largest automotive retailers. Sonic can be reached on the web at www.sonicautomotive.com.