SC 13D/A 1 p22-0650sc13da.htm ASBURY AUTOMOTIVE GROUP, INC.

 

UNITED STATES  
SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
_______________  
SCHEDULE 13D/A
(Rule 13d-101)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT
TO § 240.13d-2(a)
 
(Amendment No. 1)*
 

Asbury Automotive Group, Inc.

(Name of Issuer)
 

Common Stock, $0.01 par value per share

(Title of Class of Securities)
 

043436104

(CUSIP Number)
 

Lauren Taylor Wolfe

Christian Asmar

Impactive Capital LP

152 West 57th Street, 17th Floor
New York, New York 10019
 
Eleazer Klein, Esq.
Adriana Schwartz, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, NY 10022

(212) 756-2000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

January 31, 2022

(Date of Event which Requires Filing of this Schedule)
 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(c), 13d-1(f) or 13d-1(g), check the following box. [ ]

 

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

(Page 1 of 8 Pages)

______________________________

 

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 043436104SCHEUDLE 13DPage 2 of 8 Pages

 

1

NAME OF REPORTING PERSON

Impactive Capital LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(c) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

- 0 -

8

SHARED VOTING POWER

1,656,393

9

SOLE DISPOSITIVE POWER

- 0 -

10

SHARED DISPOSITIVE POWER

1,656,393

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,656,393

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.2%

14

TYPE OF REPORTING PERSON

PN, IA

         

 

 

CUSIP No. 043436104SCHEUDLE 13DPage 3 of 8 Pages

 

1

NAME OF REPORTING PERSON

Impactive Capital LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(c) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

- 0 -

8

SHARED VOTING POWER

1,656,393

9

SOLE DISPOSITIVE POWER

- 0 -

10

SHARED DISPOSITIVE POWER

1,656,393

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,656,393

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.2%

14

TYPE OF REPORTING PERSON

OO

         

 

 

CUSIP No. 043436104SCHEUDLE 13DPage 4 of 8 Pages

 

1

NAME OF REPORTING PERSON

Lauren Taylor Wolfe

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(c) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

- 0 -

8

SHARED VOTING POWER

1,656,393

9

SOLE DISPOSITIVE POWER

- 0 -

10

SHARED DISPOSITIVE POWER

1,656,393

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,656,393

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.2%

14

TYPE OF REPORTING PERSON

IN

         

 

 

CUSIP No. 043436104SCHEUDLE 13DPage 5 of 8 Pages

 

1

NAME OF REPORTING PERSON

Christian Asmar

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(c) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

- 0 -

8

SHARED VOTING POWER

1,656,393

9

SOLE DISPOSITIVE POWER

- 0 -

10

SHARED DISPOSITIVE POWER

1,656,393

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,656,393

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.2%

14

TYPE OF REPORTING PERSON

IN

         

 

 

CUSIP No. 043436104SCHEUDLE 13DPage 6 of 8 Pages

 

The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.

 

   
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
   
Item 3 of the Schedule 13D is hereby and amended and restated in its entirety as follows:
   
  The Shares reported herein  were purchased with working capital of the Impactive Funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. An aggregate of approximately $223,928,353, including brokerage commissions, was used to acquire the Shares reported herein.
   
Item 5. INTEREST IN SECURITIES OF THE COMPANY.
   
Item 5(a)-(c) of the Schedule 13D is hereby and amended and restated in their entirety as follows:
   
  (a) See rows (11) and (13) of the cover pages to this Schedule 13D/A for the aggregate number of Shares and percentages of the Shares beneficially owned by each Reporting Person.  The aggregate percentage of Shares reported to be beneficially owned by each Reporting Person is based upon 23,135,704 Shares outstanding, as reported in the Company's Prospectus filed pursuant to Rule 424(b)(5) with the Securities and Exchange Commission on November 4, 2021 and the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 5, 2021, after giving effect to the completion of the offering and the full exercise of the underwriter's over-allotment option, as described therein.  
 
  (b) See rows (7) through (10) of the cover pages to this Schedule 13D for the number of Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
 
  (c) The transactions in the Shares effected by the Reporting Persons during the past sixty days are set forth on Schedule A and are incorporated herein by reference.
  .

 

 

CUSIP No. 043436104SCHEUDLE 13DPage 7 of 8 Pages

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 2, 2022

 

  Impactive Capital LP
     
  By: Impactive Capital LLC
    its general partner
     
  By: /s/ Lauren Taylor Wolfe
    Name:  Lauren Taylor Wolfe
    Title:  Managing Member
     
       
  Impactive Capital LLC
     
  By: /s/ Lauren Taylor Wolfe
    Name:  Lauren Taylor Wolfe
    Title:  Managing Member
     
     
  /s/ Lauren Taylor Wolfe
  Lauren Taylor Wolfe
     
     
  /s/ Christian Asmar
  Christian Asmar

 

 

 

CUSIP No. 043436104SCHEUDLE 13DPage 8 of 8 Pages

SCHEDULE A

 

Transactions in the Shares of the Issuer by the Reporting Persons During the Last Sixty (60) Days

 

The following tables set forth all transactions in the Shares effected in the past sixty days by the Reporting Persons. Except as noted below, all such transactions were effected in the open market through brokers and the price per share excludes commissions.

 

Impactive Capital

 

 

  Trade Date Shares Purchased (Sold) Price Per Share ($)  
         
  12/06/2021 94,053 174.56  
  12/15/2021 91,257 171.12  
  12/31/2021 43,421 171.98  
  01/03/2022 2,476 176.09  
  01/31/2022 24,293 159.41  
  02/01/2022 106,973 165.58  
  02/02/2022 146,882 169.11