0001193125-12-328992.txt : 20120801 0001193125-12-328992.hdr.sgml : 20120801 20120801164334 ACCESSION NUMBER: 0001193125-12-328992 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120801 ITEM INFORMATION: Other Events FILED AS OF DATE: 20120801 DATE AS OF CHANGE: 20120801 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13395 FILM NUMBER: 121000586 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 8-K 1 d389791d8k.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): August 1, 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:

 

¨ 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 August 1, 2012, Sonic Automotive, Inc. (“Sonic”) completed its exchange offer to purchase up to all of its outstanding 5.0% Convertible Senior Notes due 2029 (“5% Notes”) with a combination of cash and shares of its Class A common stock. Sonic paid approximately $137.1 million in cash (including accrued and unpaid interest on the 5% Notes and cash paid in lieu of fractional shares) and issued 4,074,905 shares of Class A common stock in exchange for $134.9 million aggregate principal amount of 5% Notes. The cash portion of this payment was funded with proceeds from Sonic’s issuance of 7.0% Senior Subordinated Notes due 2022. All but $5,000 in aggregate principal amount of the outstanding 5% Notes were repurchased in the exchange offer.

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: August 1, 2012

 

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