0001193125-13-267538.txt : 20130924 0001193125-13-267538.hdr.sgml : 20130924 20130621164919 ACCESSION NUMBER: 0001193125-13-267538 CONFORMED SUBMISSION TYPE: S-4 PUBLIC DOCUMENT COUNT: 12 FILED AS OF DATE: 20130621 DATE AS OF CHANGE: 20130826 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN PBM L.L.C. CENTRAL INDEX KEY: 0001516469 IRS NUMBER: 142004771 STATE OF INCORPORATION: DE FISCAL YEAR END: 1211 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-05 FILM NUMBER: 13927630 BUSINESS ADDRESS: STREET 1: 2905 PREMIER PARKWAY, NW STREET 2: SUITE 300 CITY: DULUTH STATE: GA ZIP: 30097 BUSINESS PHONE: 7704188200 MAIL ADDRESS: STREET 1: 2905 PREMIER PARKWAY, NW STREET 2: SUITE 300 CITY: DULUTH STATE: GA ZIP: 30097 FORMER COMPANY: FORMER CONFORMED NAME: Crown PMB L.L.C. DATE OF NAME CHANGE: 20110324 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Asbury SC Lex L.L.C. CENTRAL INDEX KEY: 0001516439 IRS NUMBER: 273565101 STATE OF INCORPORATION: DE FISCAL YEAR END: 1211 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-08 FILM NUMBER: 13927633 BUSINESS ADDRESS: STREET 1: 2905 PREMIER PARKWAY, NW STREET 2: SUITE 300 CITY: DULUTH STATE: GA ZIP: 30097 BUSINESS PHONE: 7704188200 MAIL ADDRESS: STREET 1: 2905 PREMIER PARKWAY, NW STREET 2: SUITE 300 CITY: DULUTH STATE: GA ZIP: 30097 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY DELAND IMPORTS 2 LLC CENTRAL INDEX KEY: 0001176031 IRS NUMBER: 593629420 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-13 FILM NUMBER: 13927638 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY AUTOMOTIVE OREGON LLC CENTRAL INDEX KEY: 0001176127 IRS NUMBER: 522106837 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-20 FILM NUMBER: 13927645 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY AUTOMOTIVE NORTH CAROLINA LLC CENTRAL INDEX KEY: 0001176084 IRS NUMBER: 562106838 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-23 FILM NUMBER: 13927648 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY AUTOMOTIVE JACKSONVILLE GP LLC CENTRAL INDEX KEY: 0001176105 IRS NUMBER: 593512662 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-28 FILM NUMBER: 13927653 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Asbury Atlanta Nis L.L.C. CENTRAL INDEX KEY: 0001402656 IRS NUMBER: 582241119 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-40 FILM NUMBER: 13927665 BUSINESS ADDRESS: STREET 1: 1625 CHURCH STREET CITY: DECATUR STATE: GA ZIP: 30033 BUSINESS PHONE: 212-885-2500 MAIL ADDRESS: STREET 1: C/O ASBURY AUTOMOTIVE GROUP, INC. STREET 2: 622 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY ATLANTA HON LLC CENTRAL INDEX KEY: 0001176085 IRS NUMBER: 582241119 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-45 FILM NUMBER: 13927670 BUSINESS ADDRESS: STREET 1: 4197 JONESBORO ROAD CITY: UNION CITY STATE: GA ZIP: 30291 BUSINESS PHONE: 212-885-2500 MAIL ADDRESS: STREET 1: C/O ASBURY AUTOMOTIVE GROUP, INC. STREET 2: 622 THIRD AVE., 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TAMPA MIT LP CENTRAL INDEX KEY: 0001176147 IRS NUMBER: 593512667 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-56 FILM NUMBER: 13927681 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRESTIGE TOY LLC CENTRAL INDEX KEY: 0001176026 IRS NUMBER: 710819720 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-60 FILM NUMBER: 13927685 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PREMIER NSN LLC CENTRAL INDEX KEY: 0001176032 IRS NUMBER: 710819715 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-63 FILM NUMBER: 13927688 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRECISION ENTERPRISES TAMPA INC CENTRAL INDEX KEY: 0001284416 IRS NUMBER: 141854150 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-67 FILM NUMBER: 13927692 MAIL ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: STE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FORMER COMPANY: FORMER CONFORMED NAME: PRECISION ENTERPRISES TAMPAL INC DATE OF NAME CHANGE: 20040322 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NP MZD LLC CENTRAL INDEX KEY: 0001176037 IRS NUMBER: 710819723 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-71 FILM NUMBER: 13927699 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CSA IMPORTS LLC CENTRAL INDEX KEY: 0001176040 IRS NUMBER: 593631079 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-83 FILM NUMBER: 13927711 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN SJC LLC CENTRAL INDEX KEY: 0001284177 IRS NUMBER: 810630983 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-85 FILM NUMBER: 13927713 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WTY MOTORS LP CENTRAL INDEX KEY: 0001176151 IRS NUMBER: 593512669 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-94 FILM NUMBER: 13927722 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THOMASON PONTIAC-GMC LLC CENTRAL INDEX KEY: 0001284182 IRS NUMBER: 431976952 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-96 FILM NUMBER: 13927724 FORMER COMPANY: FORMER CONFORMED NAME: THOMASON PONTIAC GMC LLC DATE OF NAME CHANGE: 20040319 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN RIB LLC CENTRAL INDEX KEY: 0001176075 IRS NUMBER: 562125835 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-101 FILM NUMBER: 13927728 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN GHO LLC CENTRAL INDEX KEY: 0001176064 IRS NUMBER: 522106838 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-108 FILM NUMBER: 13927735 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN GCA LLC CENTRAL INDEX KEY: 0001284173 IRS NUMBER: 141854150 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-110 FILM NUMBER: 13927737 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN FFO HOLDINGS LLC CENTRAL INDEX KEY: 0001176106 IRS NUMBER: 562182741 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-114 FILM NUMBER: 13927741 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN CHH LLC CENTRAL INDEX KEY: 0001176068 IRS NUMBER: 522106838 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-118 FILM NUMBER: 13927745 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COGGIN CHEVROLET LLC CENTRAL INDEX KEY: 0001176038 IRS NUMBER: 593624905 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-121 FILM NUMBER: 13927748 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHO PARTNERSHIP LTD CENTRAL INDEX KEY: 0001176010 IRS NUMBER: 593041549 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-126 FILM NUMBER: 13927753 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: C&O PROPERTIES LTD CENTRAL INDEX KEY: 0001176020 IRS NUMBER: 592495022 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-129 FILM NUMBER: 13927756 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BAYWAY FINANCIAL SERVICES LP CENTRAL INDEX KEY: 0001176017 IRS NUMBER: 593503190 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-131 FILM NUMBER: 13927758 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Asbury St. Louis M L.L.C. CENTRAL INDEX KEY: 0001516443 IRS NUMBER: 273214624 STATE OF INCORPORATION: DE FISCAL YEAR END: 1211 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-138 FILM NUMBER: 13927765 BUSINESS ADDRESS: STREET 1: 2905 PREMIER PARKWAY, NW STREET 2: SUITE 300 CITY: DULUTH STATE: GA ZIP: 30097 BUSINESS PHONE: 7704188200 MAIL ADDRESS: STREET 1: 2905 PREMIER PARKWAY, NW STREET 2: SUITE 300 CITY: DULUTH STATE: GA ZIP: 30097 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Asbury St. Louis FSKR, L.L.C. CENTRAL INDEX KEY: 0001516440 IRS NUMBER: 271076730 STATE OF INCORPORATION: DE FISCAL YEAR END: 1211 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-141 FILM NUMBER: 13927768 BUSINESS ADDRESS: STREET 1: 2905 PREMIER PARKWAY, NW STREET 2: SUITE 300 CITY: DULUTH STATE: GA ZIP: 30097 BUSINESS PHONE: 7704188200 MAIL ADDRESS: STREET 1: 2905 PREMIER PARKWAY, NW STREET 2: SUITE 300 CITY: DULUTH STATE: GA ZIP: 30097 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY SO CAL DC LLC CENTRAL INDEX KEY: 0001284176 IRS NUMBER: 331080498 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-145 FILM NUMBER: 13927772 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY MS GRAY DANIELS LLC CENTRAL INDEX KEY: 0001176080 IRS NUMBER: 640939974 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-148 FILM NUMBER: 13927775 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TAMPA HUND, L.P. CENTRAL INDEX KEY: 0001176145 IRS NUMBER: 593512664 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-01 FILM NUMBER: 13927625 BUSINESS ADDRESS: STREET 1: 2905 PREMIERE PKWY, #300 CITY: DULUTH STATE: GA ZIP: 30097 BUSINESS PHONE: 866-403-5272 MAIL ADDRESS: STREET 1: CSC STREET 2: 2711 CENTERVILLE RD, #400 CITY: WILMINGTON STATE: DE ZIP: 19808 FORMER COMPANY: FORMER CONFORMED NAME: TAMPA HUND LLC DATE OF NAME CHANGE: 20020621 FILER: COMPANY DATA: COMPANY CONFORMED NAME: McDavid Austin-Acra L.L.C. CENTRAL INDEX KEY: 0001405244 IRS NUMBER: 113816170 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-03 FILM NUMBER: 13927628 BUSINESS ADDRESS: STREET 1: 13553 US HWY 183 NORTH CITY: AUSTIN STATE: TX ZIP: 78750 BUSINESS PHONE: 212-885-2500 MAIL ADDRESS: STREET 1: C/O ASBURY AUTOMOTIVE GROUP, INC. STREET 2: 622 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Asbury South Carolina Real Estate Holdings L.L.C. CENTRAL INDEX KEY: 0001579645 IRS NUMBER: 274085056 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-06 FILM NUMBER: 13927631 BUSINESS ADDRESS: STREET 1: 2905 PREMIERE PARKWAY, #300 CITY: DULUTH STATE: GA ZIP: 30097 BUSINESS PHONE: 866-403-5272 MAIL ADDRESS: STREET 1: CSC STREET 2: 2711 CENTERVILLE ROAD, #400 CITY: WILMINGTON STATE: DE ZIP: 19808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: McDavid Plano-Acra L.L.C. CENTRAL INDEX KEY: 0001405233 IRS NUMBER: 113816179 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-12 FILM NUMBER: 13927637 BUSINESS ADDRESS: STREET 1: 4051 WEST PLANO PARKWAY CITY: PLANO STATE: TX ZIP: 75093 BUSINESS PHONE: 212-885-2500 MAIL ADDRESS: STREET 1: C/O ASBURY AUTOMOTIVE GROUP, INC. STREET 2: 622 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY AUTOMOTIVE NORTH CAROLINA REAL ESTATE HOLDINGS LLC CENTRAL INDEX KEY: 0001176088 IRS NUMBER: 232983952 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-21 FILM NUMBER: 13927646 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY AUTOMOTIVE NORTH CAROLINA MANAGEMENT LLC CENTRAL INDEX KEY: 0001176086 IRS NUMBER: 562106838 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-22 FILM NUMBER: 13927647 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY AUTOMOTIVE NORTH CAROLINA DEALERSHIP HOLDINGS LLC CENTRAL INDEX KEY: 0001176092 IRS NUMBER: 562106587 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-24 FILM NUMBER: 13927649 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY AUTOMOTIVE JACKSONVILLE LP CENTRAL INDEX KEY: 0001176108 IRS NUMBER: 593512662 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-27 FILM NUMBER: 13927652 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY AUTOMOTIVE DELAND LLC CENTRAL INDEX KEY: 0001176027 IRS NUMBER: 593604210 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-31 FILM NUMBER: 13927656 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY AUTOMOTIVE CENTRAL FLORIDA LLC CENTRAL INDEX KEY: 0001176022 IRS NUMBER: 593580818 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-32 FILM NUMBER: 13927657 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY AUTOMOTIVE ARKANSAS DEALERSHIP HOLDINGS LLC CENTRAL INDEX KEY: 0001176018 IRS NUMBER: 710817515 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-37 FILM NUMBER: 13927662 BUSINESS ADDRESS: STREET 1: 1500 N. SHACKLEFORD ROAD CITY: LITTLE ROCK STATE: AR ZIP: 72221 BUSINESS PHONE: 212-885-2500 MAIL ADDRESS: STREET 1: C/O ASBURY AUTOMOTIVE GROUP, INC. STREET 2: 622 THIRD AVE., 37TH FL. CITY: NEW YORK STATE: NY ZIP: 10017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY ATLANTA JAGUAR LLC CENTRAL INDEX KEY: 0001176094 IRS NUMBER: 582241119 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-42 FILM NUMBER: 13927667 BUSINESS ADDRESS: STREET 1: 11507 ALPHARETTA HIGHWAY CITY: ROSWELL STATE: GA ZIP: 30076 BUSINESS PHONE: 212-885-2500 MAIL ADDRESS: STREET 1: C/O ASBURY AUTOMOTIVE GROUP, INC. STREET 2: 622 THIRD AVE., 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY ATLANTA CHEVROLET LLC CENTRAL INDEX KEY: 0001176087 IRS NUMBER: 582241119 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-46 FILM NUMBER: 13927671 BUSINESS ADDRESS: STREET 1: 2555 METROPOLITAN PARKWAY CITY: ATLANTA STATE: GA ZIP: 30315 BUSINESS PHONE: 212-885-2500 MAIL ADDRESS: STREET 1: C/O ASBURY AUTOMOTIVE GROUP, INC. STREET 2: 622 THIRD AVE., 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY ATLANTA AC LLC CENTRAL INDEX KEY: 0001176089 IRS NUMBER: 582241119 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-49 FILM NUMBER: 13927674 BUSINESS ADDRESS: STREET 1: 1355 COBB PARKWAY SOUTH CITY: MARIETTA STATE: GA ZIP: 30060 BUSINESS PHONE: 212-885-2500 MAIL ADDRESS: STREET 1: C/O ASBURY AUTOMOTIVE GROUP, INC. STREET 2: 622 THIRD AVENUE, 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Southern Atlantic Automotive Services, L.L.C. CENTRAL INDEX KEY: 0001516472 IRS NUMBER: 371514247 STATE OF INCORPORATION: DE FISCAL YEAR END: 1211 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-59 FILM NUMBER: 13927684 BUSINESS ADDRESS: STREET 1: 2905 PREMIER PARKWAY, NW STREET 2: SUITE 300 CITY: DULUTH STATE: GA ZIP: 30097 BUSINESS PHONE: 7704188200 MAIL ADDRESS: STREET 1: 2905 PREMIER PARKWAY, NW STREET 2: SUITE 300 CITY: DULUTH STATE: GA ZIP: 30097 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PREMIER PON LLC CENTRAL INDEX KEY: 0001176041 IRS NUMBER: 710819714 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-62 FILM NUMBER: 13927687 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PLANO LINCOLN MERCURY INC CENTRAL INDEX KEY: 0001176165 IRS NUMBER: 752430953 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-69 FILM NUMBER: 13927696 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Missouri Automotive Services, L.L.C. CENTRAL INDEX KEY: 0001516473 IRS NUMBER: 271386466 STATE OF INCORPORATION: DE FISCAL YEAR END: 1211 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-73 FILM NUMBER: 13927701 BUSINESS ADDRESS: STREET 1: 2905 PREMIER PARKWAY, NW STREET 2: SUITE 300 CITY: DULUTH STATE: GA ZIP: 30097 BUSINESS PHONE: 7704188200 MAIL ADDRESS: STREET 1: 2905 PREMIER PARKWAY, NW STREET 2: SUITE 300 CITY: DULUTH STATE: GA ZIP: 30097 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ESCUDE NS LLC CENTRAL INDEX KEY: 0001176069 IRS NUMBER: 640922811 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-81 FILM NUMBER: 13927709 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ESCUDE NN LLC CENTRAL INDEX KEY: 0001176062 IRS NUMBER: 640922808 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-82 FILM NUMBER: 13927710 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN SNI LLC CENTRAL INDEX KEY: 0001284178 IRS NUMBER: 300199361 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-84 FILM NUMBER: 13927712 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CP GMC MOTORS L.L.C. CENTRAL INDEX KEY: 0001176116 IRS NUMBER: 593185453 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-91 FILM NUMBER: 13927719 BUSINESS ADDRESS: STREET 1: 2905 PREMIERE PKWY STREET 2: #300 CITY: DULUTH STATE: GA ZIP: 30097 BUSINESS PHONE: 866-403-5272 MAIL ADDRESS: STREET 1: CSC STREET 2: 2711 CENTERVILLE RD, #400 CITY: WILMINGTON STATE: DE ZIP: 19808 FORMER COMPANY: FORMER CONFORMED NAME: CP GMC MOTORS LTD DATE OF NAME CHANGE: 20020621 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN RIA LLC CENTRAL INDEX KEY: 0001176073 IRS NUMBER: 522106838 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-102 FILM NUMBER: 13927729 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN MOTORCAR CO LLC CENTRAL INDEX KEY: 0001176078 IRS NUMBER: 621860414 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-103 FILM NUMBER: 13927730 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN GVO LLC CENTRAL INDEX KEY: 0001176079 IRS NUMBER: 522106838 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-105 FILM NUMBER: 13927732 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN GDO LLC CENTRAL INDEX KEY: 0001176061 IRS NUMBER: 522106838 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-109 FILM NUMBER: 13927736 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN GBM LLC CENTRAL INDEX KEY: 0001176053 IRS NUMBER: 522106838 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-111 FILM NUMBER: 13927738 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN FDO LLC CENTRAL INDEX KEY: 0001176112 IRS NUMBER: 043623132 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-115 FILM NUMBER: 13927742 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN CHO LLC CENTRAL INDEX KEY: 0001284183 IRS NUMBER: 841617218 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-117 FILM NUMBER: 13927744 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN ACURA NISSAN LLC CENTRAL INDEX KEY: 0001176114 IRS NUMBER: 561975265 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-119 FILM NUMBER: 13927746 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COGGIN CARS LLC CENTRAL INDEX KEY: 0001176036 IRS NUMBER: 593624906 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-122 FILM NUMBER: 13927749 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BFP MOTORS LLC CENTRAL INDEX KEY: 0001284179 IRS NUMBER: 300217335 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-130 FILM NUMBER: 13927757 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AVENUES MOTORS LTD CENTRAL INDEX KEY: 0001176120 IRS NUMBER: 593381433 STATE OF INCORPORATION: FL FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-132 FILM NUMBER: 13927759 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FORMER COMPANY: FORMER CONFORMED NAME: AVENUE MOTORS LTD DATE OF NAME CHANGE: 20020621 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY ST LOUIS CADILLAC LLC CENTRAL INDEX KEY: 0001176139 IRS NUMBER: 431767192 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-142 FILM NUMBER: 13927769 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY SACRAMENTO IMPORTS LLC CENTRAL INDEX KEY: 0001284180 IRS NUMBER: 16167696 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-146 FILM NUMBER: 13927773 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY JAX MANAGEMENT LLC CENTRAL INDEX KEY: 0001176113 IRS NUMBER: 593503187 STATE OF INCORPORATION: FL FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-151 FILM NUMBER: 13927778 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Asbury Jax AC L.L.C. CENTRAL INDEX KEY: 0001402658 IRS NUMBER: 450551011 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-155 FILM NUMBER: 13927782 BUSINESS ADDRESS: STREET 1: 5400 SOUTH U.S. HIGHWAY 1 CITY: FT. PIERCE STATE: FL ZIP: 34982 BUSINESS PHONE: 212-885-2500 MAIL ADDRESS: STREET 1: C/O ASBURY AUTOMOTIVE GROUP, INC. STREET 2: 622 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY FRESNO IMPORTS LLC CENTRAL INDEX KEY: 0001284185 IRS NUMBER: 030508500 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-156 FILM NUMBER: 13927783 FILER: COMPANY DATA: COMPANY CONFORMED NAME: McDavid Frisco-Hon L.L.C. CENTRAL INDEX KEY: 0001405236 IRS NUMBER: 113816176 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-02 FILM NUMBER: 13927627 BUSINESS ADDRESS: STREET 1: 1601 NORTH DALLAS PKWY CITY: FRISCO STATE: TX ZIP: 75034 BUSINESS PHONE: 212-885-2500 MAIL ADDRESS: STREET 1: C/O ASBURY AUTOMOTIVE GROUP, INC. STREET 2: 622 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Asbury SC Toy L.L.C. CENTRAL INDEX KEY: 0001516441 IRS NUMBER: 273564690 STATE OF INCORPORATION: DE FISCAL YEAR END: 1211 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-07 FILM NUMBER: 13927632 BUSINESS ADDRESS: STREET 1: 2905 PREMIER PARKWAY, NW STREET 2: SUITE 300 CITY: DULUTH STATE: GA ZIP: 30097 BUSINESS PHONE: 7704188200 MAIL ADDRESS: STREET 1: 2905 PREMIER PARKWAY, NW STREET 2: SUITE 300 CITY: DULUTH STATE: GA ZIP: 30097 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY AUTOMOTIVE MISSISSIPPI LLC CENTRAL INDEX KEY: 0001176047 IRS NUMBER: 640924573 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-25 FILM NUMBER: 13927650 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY AUTOMOTIVE FRESNO LLC CENTRAL INDEX KEY: 0001284413 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-30 FILM NUMBER: 13927655 MAIL ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: STE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY ATLANTA BM LLC CENTRAL INDEX KEY: 0001284187 IRS NUMBER: 582241119 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-47 FILM NUMBER: 13927672 BUSINESS ADDRESS: STREET 1: 1606 CHURCH STREET CITY: DECATUR STATE: GA ZIP: 30033 BUSINESS PHONE: 212-885-2500 MAIL ADDRESS: STREET 1: C/O ASBURY AUTOMOTIVE GROUP, INC. STREET 2: 622 THIRD AVENUE, 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANL LP CENTRAL INDEX KEY: 0001176012 IRS NUMBER: 593503188 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-52 FILM NUMBER: 13927677 BUSINESS ADDRESS: STREET 1: 4306 PABLO OAKS COURT CITY: JACKSONVILLE STATE: FL ZIP: 32224 BUSINESS PHONE: 212-885-2500 MAIL ADDRESS: STREET 1: C/O ASBURY AUTOMOTIVE GROUP, INC. STREET 2: 622 THIRD AVENUE, 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRECISION MOTORCARS INC CENTRAL INDEX KEY: 0001176156 IRS NUMBER: 591197700 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-65 FILM NUMBER: 13927690 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NP VKW LLC CENTRAL INDEX KEY: 0001176023 IRS NUMBER: 710819721 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-70 FILM NUMBER: 13927698 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: McDavid Irving-Hon L.L.C. CENTRAL INDEX KEY: 0001405239 IRS NUMBER: 113816175 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-87 FILM NUMBER: 13927715 BUSINESS ADDRESS: STREET 1: 3700 WEST AIRPORT FREEWAY CITY: IRVING STATE: TX ZIP: 75062 BUSINESS PHONE: 212-885-2500 MAIL ADDRESS: STREET 1: C/O ASBURY AUTOMOTIVE GROUP, INC. STREET 2: 622 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THOMASON FRD LLC CENTRAL INDEX KEY: 0001176098 IRS NUMBER: 931254703 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-98 FILM NUMBER: 13927726 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN GPG LLC CENTRAL INDEX KEY: 0001284418 IRS NUMBER: 141854150 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-106 FILM NUMBER: 13927733 MAIL ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: STE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COGGIN AUTOMOTIVE CORP CENTRAL INDEX KEY: 0001176115 IRS NUMBER: 591285803 STATE OF INCORPORATION: FL FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-123 FILM NUMBER: 13927750 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY SO CAL NISS LLC CENTRAL INDEX KEY: 0001284174 IRS NUMBER: 593781893 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-143 FILM NUMBER: 13927770 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY JAX HOLDINGS LP CENTRAL INDEX KEY: 0001176111 IRS NUMBER: 593516633 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-154 FILM NUMBER: 13927781 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY AUTOMOTIVE GROUP INC CENTRAL INDEX KEY: 0001144980 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] IRS NUMBER: 010609375 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531 FILM NUMBER: 13927626 BUSINESS ADDRESS: STREET 1: 2905 PREMIERE PARKWAY NW STREET 2: SUITE 300 CITY: DULUTH STATE: GA ZIP: 30097 BUSINESS PHONE: 770-418-8200 MAIL ADDRESS: STREET 1: 2905 PREMIERE PARKWAY NW STREET 2: SUITE 300 CITY: DULUTH STATE: GA ZIP: 30097 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Asbury CH Motors L.L.C. CENTRAL INDEX KEY: 0001579652 IRS NUMBER: 593185442 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-10 FILM NUMBER: 13927635 BUSINESS ADDRESS: STREET 1: 2905 PREMIERE PARKWAY, #300 CITY: DULUTH STATE: GA ZIP: 30097 BUSINESS PHONE: 866-403-5272 MAIL ADDRESS: STREET 1: CSC STREET 2: 2711 CENTERVILLE ROAD, #400 CITY: WILMINGTON STATE: DE ZIP: 19808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY AUTOMOTIVE SOUTHERN CALIFORNIA LLC CENTRAL INDEX KEY: 0001284181 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-19 FILM NUMBER: 13927644 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY AUTOMOTIVE GROUP LLC CENTRAL INDEX KEY: 0001176004 IRS NUMBER: 232790555 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-29 FILM NUMBER: 13927654 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY ATLANTA LEX LLC CENTRAL INDEX KEY: 0001176232 IRS NUMBER: 582241119 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-41 FILM NUMBER: 13927666 BUSINESS ADDRESS: STREET 1: 2750 S. COBB PARKWAY CITY: SMYRNA STATE: GA ZIP: 30136 BUSINESS PHONE: 212-885-2500 MAIL ADDRESS: STREET 1: C/O ASBURY AUTOMOTIVE GROUP, INC. STREET 2: 622 THIRD AVE., 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Asbury Atlanta Inf L.L.C. CENTRAL INDEX KEY: 0001402655 IRS NUMBER: 582241119 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-44 FILM NUMBER: 13927669 BUSINESS ADDRESS: STREET 1: 1609 CHURCH STREET CITY: DECATUR STATE: GA ZIP: 30033 BUSINESS PHONE: 212-885-2500 MAIL ADDRESS: STREET 1: C/O ASBURY AUTOMOTIVE GROUP, INC. STREET 2: 622 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Arkansas Automotive Services, L.L.C. CENTRAL INDEX KEY: 0001516464 IRS NUMBER: 271386071 STATE OF INCORPORATION: DE FISCAL YEAR END: 1211 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-51 FILM NUMBER: 13927676 BUSINESS ADDRESS: STREET 1: 2905 PREMIER PARKWAY, NW STREET 2: SUITE 300 CITY: DULUTH STATE: GA ZIP: 30097 BUSINESS PHONE: 7704188200 MAIL ADDRESS: STREET 1: 2905 PREMIER PARKWAY, NW STREET 2: SUITE 300 CITY: DULUTH STATE: GA ZIP: 30097 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRESTIGE BAY LLC CENTRAL INDEX KEY: 0001176039 IRS NUMBER: 710819719 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-61 FILM NUMBER: 13927686 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NP FLM LLC CENTRAL INDEX KEY: 0001176021 IRS NUMBER: 710819724 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-72 FILM NUMBER: 13927700 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Mid-Atlantic Automotive Services, L.L.C. CENTRAL INDEX KEY: 0001516470 IRS NUMBER: 271386312 STATE OF INCORPORATION: DE FISCAL YEAR END: 1211 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-75 FILM NUMBER: 13927703 BUSINESS ADDRESS: STREET 1: 2905 PREMIER PARKWAY, NW STREET 2: SUITE 300 CITY: DULUTH STATE: GA ZIP: 30097 BUSINESS PHONE: 7704188200 MAIL ADDRESS: STREET 1: 2905 PREMIER PARKWAY, NW STREET 2: SUITE 300 CITY: DULUTH STATE: GA ZIP: 30097 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Florida Automotive Services L.L.C. CENTRAL INDEX KEY: 0001516468 IRS NUMBER: 351514249 STATE OF INCORPORATION: DE FISCAL YEAR END: 1211 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-79 FILM NUMBER: 13927707 BUSINESS ADDRESS: STREET 1: 2905 PREMIER PARKWAY, NW STREET 2: SUITE 300 CITY: DULUTH STATE: GA ZIP: 30097 BUSINESS PHONE: 7704188200 MAIL ADDRESS: STREET 1: 2905 PREMIER PARKWAY, NW STREET 2: SUITE 300 CITY: DULUTH STATE: GA ZIP: 30097 FILER: COMPANY DATA: COMPANY CONFORMED NAME: McDavid Houston-Hon L.L.C. CENTRAL INDEX KEY: 0001405234 IRS NUMBER: 113816178 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-89 FILM NUMBER: 13927717 BUSINESS ADDRESS: STREET 1: 11200 GULF FREEWAY CITY: HOUSTON STATE: TX ZIP: 77034 BUSINESS PHONE: 212-885-2500 MAIL ADDRESS: STREET 1: C/O ASBURY AUTOMOTIVE GROUP, INC. STREET 2: 622 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WMZ MOTORS LP CENTRAL INDEX KEY: 0001176149 IRS NUMBER: 593512663 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-95 FILM NUMBER: 13927723 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Asbury Texas H FSKR, L.L.C. CENTRAL INDEX KEY: 0001516474 IRS NUMBER: 271076640 STATE OF INCORPORATION: DE FISCAL YEAR END: 1211 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-135 FILM NUMBER: 13927762 BUSINESS ADDRESS: STREET 1: 2905 PREMIER PARKWAY, NW STREET 2: SUITE 300 CITY: DULUTH STATE: GA ZIP: 30097 BUSINESS PHONE: 7704188200 MAIL ADDRESS: STREET 1: 2905 PREMIER PARKWAY, NW STREET 2: SUITE 300 CITY: DULUTH STATE: GA ZIP: 30097 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY SO CAL HON LLC CENTRAL INDEX KEY: 0001284175 IRS NUMBER: 331080502 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-144 FILM NUMBER: 13927771 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Asbury MS Chev, L.L.C. CENTRAL INDEX KEY: 0001402646 IRS NUMBER: 061749057 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-149 FILM NUMBER: 13927776 BUSINESS ADDRESS: STREET 1: 6060 1-55 NORTH FRONTAGE ROAD CITY: JACKSON STATE: MS ZIP: 39211 BUSINESS PHONE: 212-885-2500 MAIL ADDRESS: STREET 1: C/O ASBURY AUTOMOTIVE GROUP, INC. STREET 2: 622 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Asbury Jax Hon L.L.C. CENTRAL INDEX KEY: 0001516467 IRS NUMBER: 020811016 STATE OF INCORPORATION: DE FISCAL YEAR END: 1211 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-153 FILM NUMBER: 13927780 BUSINESS ADDRESS: STREET 1: 2905 PREMIER PARKWAY, NW STREET 2: SUITE 300 CITY: DULUTH STATE: GA ZIP: 30097 BUSINESS PHONE: 7704188200 MAIL ADDRESS: STREET 1: 2905 PREMIER PARKWAY, NW STREET 2: SUITE 300 CITY: DULUTH STATE: GA ZIP: 30097 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN GAC LLC CENTRAL INDEX KEY: 0001176066 IRS NUMBER: 522106838 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-112 FILM NUMBER: 13927739 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CFP Motors L.L.C. CENTRAL INDEX KEY: 0001176119 IRS NUMBER: 650414571 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-127 FILM NUMBER: 13927754 BUSINESS ADDRESS: STREET 1: 2905 PREMIERE PKWY STREET 2: SUITE 300 CITY: DULUTH STATE: GA ZIP: 30097 BUSINESS PHONE: 866-403-5272 MAIL ADDRESS: STREET 1: 2711 CENTERVILLE RD STREET 2: SUITE 400 CITY: WILMINGTON STATE: DE ZIP: 19808 FORMER COMPANY: FORMER CONFORMED NAME: Cfp Motors L.L.C. DATE OF NAME CHANGE: 20130612 FORMER COMPANY: FORMER CONFORMED NAME: CFP MOTORS LTD DATE OF NAME CHANGE: 20020621 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY AUTOMOTIVE TEXAS LLC CENTRAL INDEX KEY: 0001176182 IRS NUMBER: 133997031 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-14 FILM NUMBER: 13927639 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AF MOTORS LLC CENTRAL INDEX KEY: 0001176029 IRS NUMBER: 593604214 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-53 FILM NUMBER: 13927678 BUSINESS ADDRESS: STREET 1: 2655 N. VOLUSIA AVENUE CITY: ORANGE CITY STATE: FL ZIP: 32763 BUSINESS PHONE: 212-885-2500 MAIL ADDRESS: STREET 1: C/O ASBURY AUTOMOTIVE GROUP, INC. STREET 2: 622 THIRD AVENUE, 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAMCO FINANCE II LLC CENTRAL INDEX KEY: 0001176103 IRS NUMBER: 522106838 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-128 FILM NUMBER: 13927755 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FORMER COMPANY: FORMER CONFORMED NAME: CROWN FINANCE II LLC DATE OF NAME CHANGE: 20020621 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ATLANTA REAL ESTATE HOLDINGS LLC CENTRAL INDEX KEY: 0001176091 IRS NUMBER: 582241119 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-133 FILM NUMBER: 13927760 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY ATLANTA VL LLC CENTRAL INDEX KEY: 0001284188 IRS NUMBER: 582241119 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-38 FILM NUMBER: 13927663 BUSINESS ADDRESS: STREET 1: 2020 COBB PARKWAY CITY: MARIETTA STATE: GA ZIP: 30060 BUSINESS PHONE: 212-885-2500 MAIL ADDRESS: STREET 1: C/O ASBURY AUTOMOTIVE GROUP, INC. STREET 2: 622 THIRD AVE., 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY AUTOMOTIVE ARKANSAS LLC CENTRAL INDEX KEY: 0001176016 IRS NUMBER: 710817514 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-36 FILM NUMBER: 13927661 BUSINESS ADDRESS: STREET 1: 1500 N. SHACKLEFORD ROAD CITY: LITTLE ROCK STATE: AR ZIP: 72221 BUSINESS PHONE: 2128852500 MAIL ADDRESS: STREET 1: C/O ASBURY AUTOMOTIVE GROUP, INC. STREET 2: 622 THIRD AVE., 37TH FL. CITY: NEW YORK STATE: NY ZIP: 10017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Asbury Atlanta VB L.L.C. CENTRAL INDEX KEY: 0001579642 IRS NUMBER: 582241119 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-11 FILM NUMBER: 13927636 BUSINESS ADDRESS: STREET 1: 2905 PREMIERE PARKWAY, #300 CITY: DULUTH STATE: GA ZIP: 30097 BUSINESS PHONE: 866-403-5272 MAIL ADDRESS: STREET 1: CSC STREET 2: 2711 CENTERVILLE ROAD, #400 CITY: WILMINGTON STATE: DE ZIP: 19808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Asbury Automotive Atlanta II L.L.C. CENTRAL INDEX KEY: 0001516466 IRS NUMBER: 261923764 STATE OF INCORPORATION: DE FISCAL YEAR END: 1211 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-35 FILM NUMBER: 13927660 BUSINESS ADDRESS: STREET 1: 2905 PREMIER PARKWAY, NW STREET 2: SUITE 300 CITY: DULUTH STATE: GA ZIP: 30097 BUSINESS PHONE: 7704188200 MAIL ADDRESS: STREET 1: 2905 PREMIER PARKWAY, NW STREET 2: SUITE 300 CITY: DULUTH STATE: GA ZIP: 30097 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THOMASON AUTO CREDIT NORTHWEST INC CENTRAL INDEX KEY: 0001176130 IRS NUMBER: 931119211 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-54 FILM NUMBER: 13927679 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KP MOTORS LLC CENTRAL INDEX KEY: 0001176043 IRS NUMBER: 061629064 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-76 FILM NUMBER: 13927704 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN CHV LLC CENTRAL INDEX KEY: 0001176070 IRS NUMBER: 522106838 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-116 FILM NUMBER: 13927743 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CK CHEVROLET LLC CENTRAL INDEX KEY: 0001176024 IRS NUMBER: 593580820 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-125 FILM NUMBER: 13927752 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY DELAND IMPORTS LLC CENTRAL INDEX KEY: 0001176033 IRS NUMBER: 593604213 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-134 FILM NUMBER: 13927761 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Asbury Jax K L.L.C. CENTRAL INDEX KEY: 0001402657 IRS NUMBER: 364572826 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-152 FILM NUMBER: 13927779 BUSINESS ADDRESS: STREET 1: 10845 PHILLIPS HWY CITY: JACKSONVILLE STATE: FL ZIP: 32256 BUSINESS PHONE: 212-885-2500 MAIL ADDRESS: STREET 1: C/O ASBURY AUTOMOTIVE GROUP, INC. STREET 2: 622 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Asbury Atlanta Toy L.L.C. CENTRAL INDEX KEY: 0001516445 IRS NUMBER: 262192047 STATE OF INCORPORATION: DE FISCAL YEAR END: 1211 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-39 FILM NUMBER: 13927664 BUSINESS ADDRESS: STREET 1: 2905 PREMIER PARKWAY, NW STREET 2: SUITE 300 CITY: DULUTH STATE: GA ZIP: 30097 BUSINESS PHONE: 7704188200 MAIL ADDRESS: STREET 1: 2905 PREMIER PARKWAY, NW STREET 2: SUITE 300 CITY: DULUTH STATE: GA ZIP: 30097 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRECISION NISSAN INC CENTRAL INDEX KEY: 0001176154 IRS NUMBER: 592734672 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-64 FILM NUMBER: 13927689 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: McDavid Houston-Niss, L.L.C. CENTRAL INDEX KEY: 0001405228 IRS NUMBER: 113816172 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-88 FILM NUMBER: 13927716 BUSINESS ADDRESS: STREET 1: 11911 GULF FREEWAY CITY: HOUSTON STATE: TX ZIP: 77034 BUSINESS PHONE: 212-885-2500 MAIL ADDRESS: STREET 1: C/O ASBURY AUTOMOTIVE GROUP, INC. STREET 2: 622 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THOMASON HUND LLC CENTRAL INDEX KEY: 0001176107 IRS NUMBER: 931254690 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-97 FILM NUMBER: 13927725 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN FFO LLC CENTRAL INDEX KEY: 0001176081 IRS NUMBER: 562165412 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-113 FILM NUMBER: 13927740 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COGGIN MANAGEMENT LP CENTRAL INDEX KEY: 0001176019 IRS NUMBER: 593503191 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-120 FILM NUMBER: 13927747 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Asbury St. Louis LR L.L.C. CENTRAL INDEX KEY: 0001405111 IRS NUMBER: 431799300 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-139 FILM NUMBER: 13927766 BUSINESS ADDRESS: STREET 1: 11830 OLIVE BLVD. CITY: ST. LOUIS STATE: MO ZIP: 63141 BUSINESS PHONE: 212-885-2500 MAIL ADDRESS: STREET 1: C/O ASBURY AUTOMOTIVE GROUP, INC. STREET 2: 622 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY ATLANTA INFINITI LLC CENTRAL INDEX KEY: 0001176102 IRS NUMBER: 582241119 STATE OF INCORPORATION: DE FISCAL YEAR END: 1207 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-43 FILM NUMBER: 13927668 BUSINESS ADDRESS: STREET 1: 2250 NEW MARKET PARKWAY CITY: MARIETTA STATE: GA ZIP: 30080 BUSINESS PHONE: 212-885-2500 MAIL ADDRESS: STREET 1: C/O ASBURY AUTOMOTIVE GROUP, INC. STREET 2: 622 THIRD AVE., 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CN MOTORS L.L.C. CENTRAL INDEX KEY: 0001176118 IRS NUMBER: 593185448 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-92 FILM NUMBER: 13927720 BUSINESS ADDRESS: STREET 1: 2905 PREMIERE PKWY STREET 2: SUITE 300 CITY: DULUTH STATE: GA ZIP: 30097 BUSINESS PHONE: 866-403-5272 MAIL ADDRESS: STREET 1: CSC STREET 2: 2711 CENTERVILLE RD, #400 CITY: WILMINGTON STATE: DE ZIP: 19808 FORMER COMPANY: FORMER CONFORMED NAME: CN MOTORS LTD DATE OF NAME CHANGE: 20020621 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY AUTOMOTIVE TAMPA GP LLC CENTRAL INDEX KEY: 0001176141 IRS NUMBER: 133990508 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-16 FILM NUMBER: 13927641 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRECISION INFINITI INC CENTRAL INDEX KEY: 0001176157 IRS NUMBER: 592958651 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-66 FILM NUMBER: 13927691 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY AUTOMOTIVE ST LOUIS LLC CENTRAL INDEX KEY: 0001176136 IRS NUMBER: 431767192 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-18 FILM NUMBER: 13927643 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN GNI LLC CENTRAL INDEX KEY: 0001176063 IRS NUMBER: 522106838 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-107 FILM NUMBER: 13927734 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Asbury Texas D FSKR, L.L.C. CENTRAL INDEX KEY: 0001516446 IRS NUMBER: 271076393 STATE OF INCORPORATION: DE FISCAL YEAR END: 1211 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-136 FILM NUMBER: 13927763 BUSINESS ADDRESS: STREET 1: 2905 PREMIER PARKWAY, NW STREET 2: SUITE 300 CITY: DULUTH STATE: GA ZIP: 30097 BUSINESS PHONE: 7704188200 MAIL ADDRESS: STREET 1: 2905 PREMIER PARKWAY, NW STREET 2: SUITE 300 CITY: DULUTH STATE: GA ZIP: 30097 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY AUTOMOTIVE BRANDON L P CENTRAL INDEX KEY: 0001176152 IRS NUMBER: 593584655 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-33 FILM NUMBER: 13927658 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Asbury AR Niss L.L.C. CENTRAL INDEX KEY: 0001402600 IRS NUMBER: 841666361 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-50 FILM NUMBER: 13927675 BUSINESS ADDRESS: STREET 1: 5703 LANDERS ROAD CITY: NORTH LITTLE ROCK STATE: AR ZIP: 72117 BUSINESS PHONE: 212-885-2500 MAIL ADDRESS: STREET 1: C/O ASBURY AUTOMOTIVE GROUP, INC. STREET 2: 622 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN HONDA LLC CENTRAL INDEX KEY: 0001176046 IRS NUMBER: 561975264 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-104 FILM NUMBER: 13927731 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Asbury Automotive St. Louis II L.L.C. CENTRAL INDEX KEY: 0001516447 IRS NUMBER: 262753770 STATE OF INCORPORATION: DE FISCAL YEAR END: 1211 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-17 FILM NUMBER: 13927642 BUSINESS ADDRESS: STREET 1: 2905 PREMIER PARKWAY, NW STREET 2: SUITE 300 CITY: DULUTH STATE: GA ZIP: 30097 BUSINESS PHONE: 7704188200 MAIL ADDRESS: STREET 1: 2905 PREMIER PARKWAY, NW STREET 2: SUITE 300 CITY: DULUTH STATE: GA ZIP: 30097 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY AUTOMOTIVE ATLANTA LLC CENTRAL INDEX KEY: 0001176083 IRS NUMBER: 582241119 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-34 FILM NUMBER: 13927659 BUSINESS ADDRESS: STREET 1: 3039 PREMIER PARKWAY STREET 2: SUITE 900 CITY: DULUTH STATE: GA ZIP: 30097 BUSINESS PHONE: 2128852500 MAIL ADDRESS: STREET 1: C/O ASBURY AUTOMOTIVE GROUP, INC. STREET 2: 622 THIRD AVE., 37TH FL. CITY: NEW YORK STATE: NY ZIP: 10017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TAMPA LM, L.P. CENTRAL INDEX KEY: 0001176144 IRS NUMBER: 522124362 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-57 FILM NUMBER: 13927682 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FORMER COMPANY: FORMER CONFORMED NAME: TAMPA LMLP DATE OF NAME CHANGE: 20020621 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JC Dealer Systems, L.L.C. CENTRAL INDEX KEY: 0001402776 IRS NUMBER: 582628641 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-77 FILM NUMBER: 13927705 BUSINESS ADDRESS: STREET 1: 2906 BUSCH LAKES BLVD. CITY: TAMPA STATE: FL ZIP: 33614 BUSINESS PHONE: 212-885-2500 MAIL ADDRESS: STREET 1: C/O ASBURY AUTOMOTIVE GROUP, INC. STREET 2: 622 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY AUTOMOTIVE TAMPA L P CENTRAL INDEX KEY: 0001176142 IRS NUMBER: 133990509 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-15 FILM NUMBER: 13927640 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TAMPA KIA LP CENTRAL INDEX KEY: 0001176146 IRS NUMBER: 593512666 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-58 FILM NUMBER: 13927683 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ESCUDE T LLC CENTRAL INDEX KEY: 0001176065 IRS NUMBER: 640922818 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-80 FILM NUMBER: 13927708 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Asbury Jax VW L.L.C. CENTRAL INDEX KEY: 0001516438 IRS NUMBER: 020811020 STATE OF INCORPORATION: DE FISCAL YEAR END: 1211 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-150 FILM NUMBER: 13927777 BUSINESS ADDRESS: STREET 1: 2905 PREMIER PARKWAY, NW STREET 2: SUITE 300 CITY: DULUTH STATE: GA ZIP: 30097 BUSINESS PHONE: 7704188200 MAIL ADDRESS: STREET 1: 2905 PREMIER PARKWAY, NW STREET 2: SUITE 300 CITY: DULUTH STATE: GA ZIP: 30097 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Asbury Automotive Texas Real Estate Holdings, L.L.C. CENTRAL INDEX KEY: 0001405232 IRS NUMBER: 113816183 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-04 FILM NUMBER: 13927629 BUSINESS ADDRESS: STREET 1: 3600 WEST AIRPORT FREEWAY CITY: IRVING STATE: TX ZIP: 75062 BUSINESS PHONE: 212-885-2500 MAIL ADDRESS: STREET 1: C/O ASBURY AUTOMOTIVE GROUP, INC. STREET 2: 622 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY ATLANTA AU LLC CENTRAL INDEX KEY: 0001176099 IRS NUMBER: 582241119 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-48 FILM NUMBER: 13927673 BUSINESS ADDRESS: STREET 1: 11100 ALPHARETTA HIGHWAY CITY: ROSWELL STATE: GA ZIP: 30076 BUSINESS PHONE: 212-885-2500 MAIL ADDRESS: STREET 1: C/O ASBURY AUTOMOTIVE GROUP, INC. STREET 2: 622 THIRD AVENUE, 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY ST LOUIS LEX LLC CENTRAL INDEX KEY: 0001176138 IRS NUMBER: 431767192 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-140 FILM NUMBER: 13927767 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRECISION COMPUTER SERVICES INC CENTRAL INDEX KEY: 0001176155 IRS NUMBER: 592867725 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-68 FILM NUMBER: 13927693 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: McDavid Outfitters L.L.C. CENTRAL INDEX KEY: 0001405246 IRS NUMBER: 113816166 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-86 FILM NUMBER: 13927714 BUSINESS ADDRESS: STREET 1: 5213 BROOKGLEN DRIVE #A CITY: HOUSTON STATE: TX ZIP: 77034 BUSINESS PHONE: 212-885-2500 MAIL ADDRESS: STREET 1: C/O ASBURY AUTOMOTIVE GROUP, INC. STREET 2: 622 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: McDavid Grande, L.L.C. CENTRAL INDEX KEY: 0001405231 IRS NUMBER: 113816168 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-90 FILM NUMBER: 13927718 BUSINESS ADDRESS: STREET 1: 3700 WEST AIRPORT FREEWAY CITY: IRVING STATE: TX ZIP: 75062 BUSINESS PHONE: 212-885-2500 MAIL ADDRESS: STREET 1: C/O ASBURY AUTOMOTIVE GROUP, INC. STREET 2: 622 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Asbury SC JPV L.L.C. CENTRAL INDEX KEY: 0001516442 IRS NUMBER: 273565233 STATE OF INCORPORATION: DE FISCAL YEAR END: 1211 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-09 FILM NUMBER: 13927634 BUSINESS ADDRESS: STREET 1: 2905 PREMIER PARKWAY, NW STREET 2: SUITE 300 CITY: DULUTH STATE: GA ZIP: 30097 BUSINESS PHONE: 7704188200 MAIL ADDRESS: STREET 1: 2905 PREMIER PARKWAY, NW STREET 2: SUITE 300 CITY: DULUTH STATE: GA ZIP: 30097 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THOMASON DAM LLC CENTRAL INDEX KEY: 0001176125 IRS NUMBER: 931266231 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-100 FILM NUMBER: 13927727 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Mississippi Automotive Services, L.L.C. CENTRAL INDEX KEY: 0001516471 IRS NUMBER: 271386394 STATE OF INCORPORATION: DE FISCAL YEAR END: 1211 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-74 FILM NUMBER: 13927702 BUSINESS ADDRESS: STREET 1: 2905 PREMIER PARKWAY, NW STREET 2: SUITE 300 CITY: DULUTH STATE: GA ZIP: 30097 BUSINESS PHONE: 7704188200 MAIL ADDRESS: STREET 1: 2905 PREMIER PARKWAY, NW STREET 2: SUITE 300 CITY: DULUTH STATE: GA ZIP: 30097 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CK MOTORS LLC CENTRAL INDEX KEY: 0001176124 IRS NUMBER: 593580825 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-124 FILM NUMBER: 13927751 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CH Motors L.L.C. CENTRAL INDEX KEY: 0001176117 IRS NUMBER: 593185442 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-93 FILM NUMBER: 13927721 BUSINESS ADDRESS: STREET 1: CSC STREET 2: 2711 CENTERVILLE RD, #400 CITY: WILMINGTON STATE: DE ZIP: 19808 BUSINESS PHONE: 866-403-5272 MAIL ADDRESS: STREET 1: CSC STREET 2: 2711 CENTERVILLE RD, #400 CITY: WILMINGTON STATE: DE ZIP: 19808 FORMER COMPANY: FORMER CONFORMED NAME: Ch Motors L.L.C. DATE OF NAME CHANGE: 20130612 FORMER COMPANY: FORMER CONFORMED NAME: CH MOTORS LTD DATE OF NAME CHANGE: 20020621 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Asbury No Cal Niss L.L.C. CENTRAL INDEX KEY: 0001402644 IRS NUMBER: 050605055 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-147 FILM NUMBER: 13927774 BUSINESS ADDRESS: STREET 1: 370 WEST HERNDON AVENUE CITY: CLOVIS STATE: CA ZIP: 93612 BUSINESS PHONE: 212-885-2500 MAIL ADDRESS: STREET 1: C/O ASBURY AUTOMOTIVE GROUP, INC. STREET 2: 622 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Texas Automotive Services, L.L.C. CENTRAL INDEX KEY: 0001516444 IRS NUMBER: 271386537 STATE OF INCORPORATION: DE FISCAL YEAR END: 1211 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-55 FILM NUMBER: 13927680 BUSINESS ADDRESS: STREET 1: 2905 PREMIER PARKWAY, NW STREET 2: SUITE 300 CITY: DULUTH STATE: GA ZIP: 30097 BUSINESS PHONE: 7704188200 MAIL ADDRESS: STREET 1: 2905 PREMIER PARKWAY, NW STREET 2: SUITE 300 CITY: DULUTH STATE: GA ZIP: 30097 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HFP MOTORS LLC CENTRAL INDEX KEY: 0001176045 IRS NUMBER: 061631102 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-78 FILM NUMBER: 13927706 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY AUTOMOTIVE MANAGEMENT LLC CENTRAL INDEX KEY: 0001176006 IRS NUMBER: 232790555 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-26 FILM NUMBER: 13927651 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQU. STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY TAMPA MANAGEMENT LLC CENTRAL INDEX KEY: 0001176143 IRS NUMBER: 592512657 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-189531-137 FILM NUMBER: 13927764 BUSINESS ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033564400 MAIL ADDRESS: STREET 1: 3 LANDMARK SQUARE STREET 2: SUITE 500 CITY: STAMFORD STATE: CT ZIP: 06901 S-4 1 d553508ds4.htm FORM S-4 FORM S-4
Table of Contents

As filed with the Securities and Exchange Commission on June 21, 2013

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Asbury Automotive Group, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   5500   01-0609375

(State or other jurisdiction of

incorporation or organization)

  

(Primary Standard Industrial

Classification Code Number)

  

(I.R.S. Employer

Identification No.)

2905 Premiere Parkway NW

Suite 300

Duluth, Georgia 30097

(770) 418-8200

(Address, including zip code, and telephone number, including area code, of the registrant’s principal executive offices)

 

 

George A. Villasana

Vice President, General Counsel and Secretary

Asbury Automotive Group, Inc.

2905 Premiere Parkway NW

Suite 300

Duluth, Georgia 30097

(770) 418-8200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copy to:

Joel T. May

Neil Simon

Jones Day

1420 Peachtree Street, N.E., Suite 800

Atlanta, Georgia 30309

(404) 521-3939

 

 

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED OFFER TO THE PUBLIC:

As soon as practicable after the effective date of this registration statement.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer   x    Accelerated filer   ¨
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ¨

Exchange Act Rule 14d-1(d) (Cross-Border Third Party Tender Offer)  ¨

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of each class of

securities to be registered

  

Amount

to be

registered

  

Proposed

maximum

offering price

per unit(1)

  

Proposed

maximum

aggregate

offering price(1)

   Amount of
registration fee

8.375% Senior Subordinated Notes due 2020

   $100,000,000   100%   $100,000,000   $13,640

Guarantees of 8.375% Senior Subordinated Notes due 2020 (2)

   —     —         —  (3)

Total

   $100,000,000   100%   $100,000,000   $13,640

 

 

(1) Estimated in accordance with Rule 457(f) under the Securities Act of 1933 solely for purposes of calculating the registration fee.
(2) See inside facing page for registrant guarantors.
(3) In accordance with Rule 457(n), no separate registration fee for the guarantees is payable.

 

 

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

 

 

 

Table of Contents

TABLE OF ADDITIONAL REGISTRANTS

 

Exact Name of Registrant as Specified in its Charter(1)

   

State of

Incorporation or

Organization

    Primary
Standard
Industrial
Classification
Code Number		      IRS  Employer
Identification
Number

AF Motors, L.L.C.

    Delaware      5500       59-3604214

ANL, L.P.

    Delaware      5500       59-3503188

Arkansas Automotive Services, L.L.C.

    Delaware      5500       27-1386071

Asbury AR Niss L.L.C.

    Delaware      5500       84-1666361

Asbury Atlanta AC L.L.C.

    Delaware      5500       58-2241119

Asbury Atlanta AU L.L.C.

    Delaware      5500       58-2241119

Asbury Atlanta BM L.L.C.

    Delaware      5500       58-2241119

Asbury Atlanta Chevrolet L.L.C.

    Delaware      5500       58-2241119

Asbury Atlanta Hon L.L.C.

    Delaware      5500       58-2241119

Asbury Atlanta Inf L.L.C.

    Delaware      5500       58-2241119

Asbury Atlanta Infiniti L.L.C.

    Delaware      5500       58-2241119

Asbury Atlanta Jaguar L.L.C.

    Delaware      5500       58-2241119

Asbury Atlanta Lex L.L.C.

    Delaware      5500       58-2241119

Asbury Atlanta Nis L.L.C.

    Delaware      5500       58-2241119

Asbury Atlanta Toy L.L.C.

    Delaware      5500       26-2192047

Asbury Atlanta VB L.L.C.

    Delaware      5500       58-2241119

Asbury Atlanta VL L.L.C.

    Delaware      5500       58-2241119

Asbury Automotive Arkansas Dealership Holdings L.L.C.

    Delaware      5500       71-0817515

Asbury Automotive Arkansas L.L.C.

    Delaware      5500       71-0817514

ASBURY AUTOMOTIVE ATLANTA II L.L.C.

    Delaware      5500       26-1923764

Asbury Automotive Atlanta L.L.C.

    Delaware      5500       58-2241119

Asbury Automotive Brandon, L.P.

    Delaware      5500       59-3584655

Asbury Automotive Central Florida, L.L.C.

    Delaware      5500       59-3580818

Asbury Automotive Deland, L.L.C.

    Delaware      5500       59-3604210

Asbury Automotive Fresno L.L.C.

    Delaware      5500       03-0508496

Asbury Automotive Group L.L.C.

    Delaware      5500       23-2790555

Asbury Automotive Jacksonville GP L.L.C.

    Delaware      5500       59-3512660

Asbury Automotive Jacksonville, L.P.

    Delaware      5500       59-3512662

Asbury Automotive Management L.L.C.

    Delaware      5500       23-3006304

Asbury Automotive Mississippi L.L.C.

    Delaware      5500       64-0924573

Asbury Automotive North Carolina Dealership Holdings L.L.C.

    Delaware      5500       56-2106587

Asbury Automotive North Carolina L.L.C.

    Delaware      5500       52-2106838

Asbury Automotive North Carolina Management L.L.C.

    Delaware      5500       52-2106838

Asbury Automotive North Carolina Real Estate Holdings L.L.C.

    Delaware      5500       23-2983952

Asbury Automotive Oregon L.L.C.

    Delaware      5500       52-2106837

Asbury Automotive Southern California L.L.C.

    Delaware      5500       16-1676796

ASBURY AUTOMOTIVE ST. LOUIS II L.L.C.

    Delaware      5500       26-2753770

Asbury Automotive St. Louis, L.L.C.

    Delaware      5500       43-1767192

Asbury Automotive Tampa GP L.L.C.

    Delaware      5500       13-3990508

Asbury Automotive Tampa, L.P.

    Delaware      5500       13-3990509

Asbury Automotive Texas L.L.C.

    Delaware      5500       13-3997031

ASBURY AUTOMOTIVE TEXAS REAL ESTATE HOLDINGS L.L.C.

    Delaware      5500       11-3816183

Asbury CH Motors L.L.C.

    Delaware      5500       59-3185442

Asbury Deland Imports 2, L.L.C.

    Delaware      5500       59-3629420

Asbury Fresno Imports L.L.C.

    Delaware      5500       03-0508500

Asbury Jax AC, LLC

    Delaware      5500       45-0551011

Asbury Jax Holdings, L.P.

    Delaware      5500       59-3516633

Asbury Jax Hon L.L.C.

    Delaware      5500       02-0811016

Table of Contents

Exact Name of Registrant as Specified in its Charter(1)

   

State of

Incorporation or

Organization

    Primary
Standard
Industrial
Classification
Code Number		      IRS  Employer
Identification
Number

Asbury Jax K L.L.C.

    Delaware      5500       36-4572826

Asbury Jax Management L.L.C.

    Delaware      5500       59-3503187

Asbury Jax VW L.L.C.

    Delaware      5500       02-0811020

ASBURY MS CHEV, L.L.C.

    Delaware      5500       06-1749057

Asbury MS Gray-Daniels L.L.C.

    Delaware      5500       64-0939974

Asbury No Cal Niss L.L.C.

    Delaware      5500       05-0605055

Asbury Sacramento Imports L.L.C.

    Delaware      5500       33-1080505

Asbury SC JPV L.L.C.

    Delaware      5500       27-3565233

Asbury SC LEX L.L.C.

    Delaware      5500       27-3565101

Asbury SC TOY L.L.C.

    Delaware      5500       27-3564690

ASBURY SO CAL DC L.L.C.

    Delaware      5500       33-1080498

ASBURY SO CAL HON L.L.C.

    Delaware      5500       33-1080502

Asbury So Cal Niss L.L.C.

    Delaware      5500       59-3781893

Asbury South Carolina Real Estate Holdings L.L.C.

    Delaware      5500       27-4085056

Asbury St. Louis Cadillac L.L.C.

    Delaware      5500       43-1767192

ASBURY ST. LOUIS FSKR, L.L.C.

    Delaware      5500       27-1076730

Asbury St. Louis Lex L.L.C.

    Delaware      5500       43-1767192

Asbury St. Louis LR L.L.C.

    Delaware      5500       43-1799300

Asbury St. Louis M L.L.C.

    Delaware      5500       27-3214624

Asbury Tampa Management L.L.C.

    Delaware      5500       59-2512657

ASBURY TEXAS D FSKR, L.L.C.

    Delaware      5500       27-1076393

ASBURY TEXAS H FSKR, L.L.C.

    Delaware      5500       27-1076640

Asbury-Deland Imports, L.L.C.

    Delaware      5500       59-3604213

Atlanta Real Estate Holdings L.L.C.

    Delaware      5500       58-2241119

Avenues Motors, Ltd.

    Florida      5500       59-3381433

Bayway Financial Services, L.P.

    Delaware      6141       59-3503190

BFP Motors L.L.C.

    Delaware      5500       30-0217335

C&O PROPERTIES, LTD.

    Florida      5500       59-2495022

Camco Finance II L.L.C.

    Delaware      6141       52-2106838

CFP Motors L.L.C.

    Delaware      5500       65-0414571

CH Motors L.L.C.

    Delaware      5500       59-3185442

CHO Partnership, LTD.

    Florida      5500       59-3041549

CK Chevrolet LLC

    Delaware      5500       59-3580820

CK Motors LLC

    Delaware      5500       59-3580825

CN Motors L.L.C.

    Delaware      5500       59-3185448

Coggin Automotive Corp.

    Florida      5500       59-1285803

Coggin Cars L.L.C.

    Delaware      5500       59-3624906

Coggin Chevrolet L.L.C.

    Delaware      5500       59-3624905

Coggin Management, L.P.

    Delaware      5500       59-3503191

CP-GMC Motors L.L.C.

    Delaware      5500       59-3185453

Crown Acura/Nissan, LLC

    North Carolina      5500       56-1975265

Crown CHH L.L.C.

    Delaware      5500       52-2106838

Crown CHO L.L.C.

    Delaware      5500       84-1617218

Crown CHV L.L.C.

    Delaware      5500       52-2106838

Crown FDO L.L.C.

    Delaware      5500       04-3623132

Crown FFO Holdings L.L.C.

    Delaware      5500       56-2182741

Crown FFO L.L.C.

    Delaware      5500       56-2165412

Crown GAC L.L.C.

    Delaware      5500       52-2106838

Crown GBM L.L.C.

    Delaware      5500       52-2106838

Crown GCA L.L.C.

    Delaware      5500       14-1854150

Table of Contents

Exact Name of Registrant as Specified in its Charter(1)

   

State of

Incorporation or

Organization

    Primary
Standard
Industrial
Classification
Code Number		      IRS  Employer
Identification
Number

Crown GDO L.L.C.

    Delaware      5500       52-2106838

Crown GHO L.L.C.

    Delaware      5500       52-2106838

Crown GNI L.L.C.

    Delaware      5500       52-2106838

Crown GPG L.L.C.

    Delaware      5500       52-2106838

Crown GVO L.L.C.

    Delaware      5500       52-2106838

Crown Honda, LLC

    North Carolina      5500       56-1975264

Crown Motorcar Company L.L.C.

    Delaware      5500       62-1860414

CROWN PBM L.L.C.

    Delaware      5500       14-2004771

Crown RIA L.L.C.

    Delaware      5500       52-2106838

Crown RIB L.L.C.

    Delaware      5500       56-2125835

Crown SJC L.L.C.

    Delaware      5500       81-0630983

Crown SNI L.L.C.

    Delaware      5500       30-0199361

CSA Imports L.L.C.

    Delaware      5500       59-3631079

ESCUDE-NN L.L.C.

    Delaware      5500       64-0922808

ESCUDE-NS L.L.C.

    Delaware      5500       64-0922811

ESCUDE-T L.L.C.

    Delaware      5500       64-0922812

Florida Automotive Services L.L.C.

    Delaware      5500       26-3828097

HFP Motors L.L.C.

    Delaware      5500       06-1631102

JC Dealer Systems, LLC

    Delaware      5500       58-2628641

KP Motors L.L.C.

    Delaware      5500       06-1629064

McDAVID AUSTIN-ACRA, L.L.C.

    Delaware      5500       11-3816170

MCDAVID FRISCO-HON, L.L.C.

    Delaware      5500       11-3816176

MCDAVID GRANDE, L.L.C.

    Delaware      5500       11-3816168

MCDAVID HOUSTON-HON, L.L.C.

    Delaware      5500       11-3816178

McDAVID HOUSTON-NISS, L.L.C.

    Delaware      5500       11-3816172

McDAVID IRVING-HON, L.L.C.

    Delaware      5500       11-3816175

McDAVID OUTFITTERS, L.L.C.

    Delaware      5500       11-3816166

MCDAVID PLANO-ACRA, L.L.C.

    Delaware      5500       11-3816179

Mid-Atlantic Automotive Services, L.L.C.

    Delaware      5500       27-1386312

Mississippi Automotive Services, L.L.C.

    Delaware      5500       27-1386394

Missouri Automotive Services, L.L.C.

    Delaware      5500       27-1386466

NP FLM L.L.C.

    Delaware      5500       71-0819724

NP MZD L.L.C.

    Delaware      5500       71-0819723

NP VKW L.L.C.

    Delaware      5500       71-0819721

PLANO LINCOLN-MERCURY, INC.

    Delaware      5500       75-2430953

Precision Computer Services, Inc.

    Florida      5500       59-2867725

PRECISION ENTERPRISES TAMPA, INC.

    Florida      5500       59-2148481

Precision Infiniti, Inc.

    Florida      5500       59-2958651

PRECISION MOTORCARS, INC.

    Florida      5500       59-1197700

Precision Nissan, Inc.

    Florida      5500       59-2734672

Premier NSN L.L.C.

    Delaware      5500       71-0819715

Premier Pon L.L.C.

    Delaware      5500       71-0819714

Prestige Bay L.L.C.

    Delaware      5500       71-0819719

Prestige TOY L.L.C.

    Delaware      5500       71-0819720

Southern Atlantic Automotive Services, L.L.C.

    Delaware      5500       37-1514247

Tampa Hund, L.P.

    Delaware      5500       59-3512664

Tampa Kia, L.P.

    Delaware      5500       59-3512666

Tampa LM, L.P.

    Delaware      5500       52-2124362

Tampa Mit, L.P.

    Delaware      5500       59-3512667

Texas Automotive Services, L.L.C.

    Delaware      5500       27-1386537

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Exact Name of Registrant as Specified in its Charter(1)

   

State of

Incorporation or

Organization

    Primary
Standard
Industrial
Classification
Code Number		      IRS  Employer
Identification
Number

Thomason Auto Credit Northwest, Inc.

    Oregon      5500       93-1119211

Thomason Dam L.L.C.

    Delaware      5500       93-1266231

Thomason Frd L.L.C.

    Delaware      5500       93-1254703

Thomason Hund L.L.C.

    Delaware      5500       93-1254690

Thomason Pontiac-GMC L.L.C.

    Delaware      5500       43-1976952

WMZ Motors, L.P.

    Delaware      5500       59-3512663

WTY Motors, L.P.

    Delaware      5500       59-3512669

 

(1) The address and phone number of each Registrant Guarantor is c/o Asbury Automotive Group, Inc., 2905 Premiere Parkway NW, Suite 300, Duluth, Georgia 30097, (770) 418-8200.

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Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.

 

SUBJECT TO COMPLETION, DATED JUNE 21, 2013

PROSPECTUS

 

LOGO

Asbury Automotive Group, Inc.

Offer to Exchange up to $100,000,000

Aggregate Principal Amount of

Registered 8.375% Senior Subordinated Notes due 2020

For

a Like Principal Amount of Outstanding

Restricted 8.375% Senior Subordinated Notes due 2020

Issued in June 2013

 

 

On June 20, 2013, we issued $100.0 million aggregate principal amount of restricted 8.375% Senior Subordinated Notes due 2020 in a private placement exempt from the registration requirements under the Securities Act of 1933 (the “Securities Act”). We refer to these notes as the “original notes.” The original notes are an additional issuance of, and rank equally and form a single series with, the $200.0 million aggregate principal amount of our 8.375% senior subordinated notes due 2020 which were issued on November 16, 2010, which we refer to as the “existing notes.”

We are offering to exchange a new issue of 8.375% Senior Subordinated Notes due 2020 (the “exchange notes”) for outstanding original notes. We sometimes refer to the original notes, the exchange notes and the existing notes in this prospectus together as the “notes.” The terms of the exchange notes are substantially identical to the terms of the original notes, except that the exchange notes will be issued in a transaction registered under the Securities Act, and the transfer restrictions and registration rights and related special interest provisions applicable to the original notes will not apply to the exchange notes. The exchange notes will be exchanged for original notes in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. Following the consummation of the exchange offer, the exchange notes and the existing notes will have the same CUSIP number and will be fully fungible with each other. We will not receive any proceeds from the issuance of exchange notes in the exchange offer.

You may withdraw tenders of original notes at any time prior to the expiration of the exchange offer.

The exchange offer expires at 9:00 a.m., New York City time, on                     , 2013, unless extended, which we refer to as the “expiration date.”

We do not intend to list the notes on any national securities exchange or to seek approval through any automated quotation system, and no active public market for the notes is anticipated.

 

 

You should consider carefully the risk factors beginning on page 12 of this prospectus before deciding whether to participate in the exchange offer.

Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission or other similar authority has approved these exchange notes or determined that this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is                     , 2013

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TABLE OF CONTENTS

 

     Page  

Statement Regarding Forward-Looking Information

      ii   

Where You Can Find More Information About Us

      iv   

Incorporation of Certain Information by Reference

      iv   

Industry and Market Data

      v   

Summary

      1   

Risk Factors

      12   

The Exchange Offer

      19   

Ratio of Earnings to Fixed Charges

      26   

Use of Proceeds

      27   

Capitalization

      28   

Description of Other Indebtedness

      29   

Description of The Notes

      32   

Certain U.S. Federal Income Tax Considerations

      76   

Plan of Distribution

      77   

Legal Matters

      78   

Independent Registered Public Accounting Firm

      79   

 

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This prospectus may only be used where it is legal to make the exchange offer and by a broker-dealer for resales of exchange notes acquired in the exchange offer where it is legal to do so.

Rather than repeat certain information in this prospectus that we have already included in reports filed with the SEC, this prospectus incorporates important business and financial information about us that is not included in or delivered with this prospectus. We will provide this information to you at no charge upon written or oral request directed to: Asbury Automotive Group, Inc, 2905 Premiere Parkway NW, Suite 300, Duluth, Georgia 30097, telephone: (770) 418-8200. In order to ensure timely delivery of the information, any request should be made no later than five business days before the expiration date of the exchange offer.

Except as otherwise indicated or as the context otherwise requires, all references in this prospectus to “Asbury,” the “Company,” “we,” us,” or “our” refer to Asbury Automotive Group, Inc. and its subsidiaries.

 

 

Each broker-dealer that receives exchange notes for its own account pursuant to the registered exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of exchange notes. The letter of transmittal accompanying this prospectus states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for original notes where the original notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period ending on the earlier of (i) 90 days from the date on which the registration statement of which this prospectus forms a part is declared effective and (ii) the date on which a broker-dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities, we will make this prospectus available to any broker-dealer for use in connection with these resales. See “Plan of Distribution.”

STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Certain of the discussions and information included or incorporated by reference in this prospectus may constitute “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements are statements that are not historical in nature and may include statements relating to our goals, plans and projections regarding industry and general economic trends, our expected financial position, 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. Forward-looking statements may also relate to our expectations and assumptions with respect to, among other things:

 

  •  

our ability to execute our business strategy;

 

  •  

our ability to further improve our operating cash flows, and the availability of capital and liquidity;

 

  •  

our estimated future capital expenditures;

 

  •  

the duration of the economic recovery process and its impact on our revenues and expenses;

 

  •  

our parts and service revenue due to, among other things, improvements in manufacturing quality, manufacturer recalls, the recently lower than historical seasonally adjusted annual rate (“SAAR”) of new vehicle sales in the U.S. and any changes in business strategy and government regulations;

 

  •  

the variable nature of significant components of our cost structure;

 

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  •  

our ability to decrease our exposure to regional economic downturns due to our geographic diversity and brand mix;

 

  •  

manufacturers’ willingness to continue to use incentive programs to drive demand for their product offerings;

 

  •  

our ability to leverage our common systems, infrastructure and processes in a cost-efficient manner;

 

  •  

our acquisition and divestiture strategies;

 

  •  

the continued availability of financing, including floor plan financing for inventory;

 

  •  

the ability of consumers to secure vehicle financing;

 

  •  

the growth of mid-line import and luxury brands over the long-term;

 

  •  

our ability to mitigate any future negative trends in vehicle sales; and

 

  •  

our ability to increase our net income as a result of the foregoing and other factors.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual future results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, but are not limited to:

 

  •  

our ability to execute our balanced automotive retailing and service business strategy;

 

  •  

changes in the mix, and total number of vehicles, we are able to sell;

 

  •  

changes in general economic and business conditions, including changes in consumer confidence levels, interest rates, consumer credit availability, and employment levels;

 

  •  

changes in laws and regulations governing the operation of automobile franchises, including trade restrictions, consumer protections, accounting standards, taxation requirements, and environmental laws;

 

  •  

changes in the price of oil and gasoline;

 

  •  

our ability to generate sufficient cash flows, maintain our liquidity and obtain additional funds for working capital, capital expenditures, acquisitions, debt maturities and other corporate purposes, if necessary;

 

  •  

our continued ability to comply with applicable covenants in various of our financing and lease agreements, or to obtain waivers of these covenants as necessary;

 

  •  

our relationships with, and the reputation, financial health and viability of, vehicle manufacturers whose brands we sell, and their ability to design, manufacture, deliver and market their vehicles successfully;

 

  •  

significant disruptions in the production and delivery of vehicles or parts for any reason, including natural disasters, product recalls, work stoppages or other occurrences that are outside of our control;

 

  •  

adverse results from litigation or other similar proceedings involving us;

 

  •  

our relationships with, and the financial stability of, our lenders and lessors;

 

  •  

our ability to execute our initiatives and other strategies;

 

  •  

high levels of competition in our industry, which may create additional pricing and margin pressures on our products and services;

 

  •  

our ability to renew, and enter into new, framework and dealer agreements with manufacturers whose brands we sell, on terms acceptable to us;

 

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  •  

our ability to attract and retain key personnel;

 

  •  

our ability to leverage gains from our dealership portfolio;

 

  •  

significant disruptions in the financial markets, which may impact our ability to access capital; and

 

  •  

other factors beyond our control.

Many of these factors are beyond our ability to control or predict, and their ultimate impact could be material. Forward-looking statements also include, but are not limited to, those described in “Risks Factors” in this prospectus and under Item 1A entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2012, which is incorporated by reference herein, as well as in other filings made from time to time with the SEC by us. Forward-looking statements speak only as of the date they are made.

WHERE YOU CAN FIND MORE INFORMATION ABOUT US

Asbury furnishes and files annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy materials that we have furnished to or filed with the SEC at the SEC’s public reference room located at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our SEC filings are also available to the public on the SEC’s Internet website at http://www.sec.gov. Those filings are also available to the public on our corporate website at http://www.asburyauto.com. The information contained in our website is not part of or incorporated by reference into this prospectus.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

We incorporate by reference into this prospectus the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities and Exchange Act of 1934 (the “Exchange Act”), from the date of the initial registration statement and prior to the effectiveness of the registration statement, and thereafter until the expiration of the exchange offer. Any statement in a document incorporated by reference is an important part of this prospectus. Any statement in a document incorporated by reference into this prospectus will be deemed to be modified or superseded to the extent a statement contained in this prospectus or any subsequently filed document that is incorporated by reference into this prospectus modifies or supersedes such statement. Unless specifically stated to the contrary, none of the information that we disclose under Items 2.02 or 7.01 of any Current Report on Form 8-K that we have furnished, or may from time to time furnish, to the SEC is or will be incorporated by reference into, or otherwise included in, this prospectus.

We specifically incorporate by reference into this prospectus the documents listed below which have previously been filed with the SEC:

 

  •  

Our Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed with the SEC on February 21, 2013;

 

  •  

Our Quarterly Report on Form 10-Q for the three months ended March 31, 2013, filed with the SEC on April 24, 2013; and

 

  •  

Our current reports on Form 8-K filed with the SEC on April 19, 2013, June 17, 2013 and June 20, 2013.

The information related to us contained in this prospectus should be read together with the information contained in the documents incorporated by reference. We will provide without charge to each person to whom a copy of this prospectus is delivered, upon the written or oral request of any such person, a copy of any or all of

 

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the documents incorporated into this prospectus by reference, other than exhibits to those documents unless the exhibits are specifically incorporated by reference into those documents, or referred to in this prospectus. Requests should be directed to:

Asbury Automotive Group, Inc.

2905 Premiere Parkway NW, Suite 300

Duluth, Georgia 30097

Attn: Investor Relations

(770) 418-8200

In order to receive timely delivery of any requested documents in advance of the expiration date of the exchange offer, you should make your request no later than five full business days before you must make a decision regarding the exchange offer.

INDUSTRY AND MARKET DATA

We obtained the industry, market and competitive position data included and incorporated by reference in this prospectus from our own internal estimates and research as well as from industry publications and research, surveys and studies conducted by third parties. Industry publications, studies and surveys generally state that they have been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. While we believe that each of these publications, studies and surveys is reliable, we have not independently verified industry, market and competitive position data from third-party sources. While we believe our internal business research is reliable and the market definitions are appropriate, neither such research nor these definitions have been verified by any independent source. Accordingly, investors should not place undue weight on the industry and market share data presented in this prospectus.

 

-v-

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SUMMARY

This summary highlights selected information included in or incorporated by reference into this prospectus. The following summary does not contain all of the information that you should consider before deciding whether to invest in the exchange notes and is qualified in its entirety by the more detailed information appearing elsewhere in the prospectus and the documents incorporated herein by reference. You should carefully read the entire prospectus, including the information incorporated by reference herein, and particularly the information in the “Risk Factors” section beginning on page 12 of this prospectus, and in the documents incorporated by reference herein, before making an investment decision. See “Where You Can Find More Information About Us.”

Our Company

We are one of the largest automotive retailers in the United States, operating 97 franchises (76 dealership locations) in 18 metropolitan markets within 10 states as of March 31, 2013. We offer an extensive range of automotive products and services, including new and used vehicles; vehicle maintenance, replacement parts and collision repair services; new and used vehicle financing; and aftermarket products such as insurance, warranty and service contracts. As of March 31, 2013, we offered 29 domestic and foreign brands of new vehicles. Our new vehicle brand mix for the three months ended March 31, 2013 was weighted 85% towards luxury and mid-line import brands, with the remaining 15% consisting of mid-line domestic brands. We also operate 25 collision repair centers that serve customers in our local markets.

Our retail network is made up of the following locally-branded dealership groups:

 

  •  

Coggin dealerships, operating primarily in Jacksonville, Fort Pierce and Orlando, Florida;

 

  •  

Courtesy dealerships operating in Tampa, Florida;

 

  •  

Crown dealerships operating in New Jersey, North Carolina, South Carolina and Virginia;

 

  •  

Nalley dealerships operating in Atlanta, Georgia;

 

  •  

McDavid dealerships operating in Austin, Dallas and Houston, Texas;

 

  •  

North Point dealerships operating in Little Rock, Arkansas;

 

  •  

Plaza dealerships operating in St. Louis, Missouri; and

 

  •  

Gray-Daniels dealerships operating in Jackson, Mississippi.

Our operations provide a diverse revenue base that we believe mitigates the impact of fluctuating new vehicle sales volumes and our broad geographic footprint, as well as diversification among manufacturers, which decreases our exposure to regional economic downturns and manufacturer-specific risks such as warranty issues or production disruptions. While new vehicle sales generate the majority of our revenue, used vehicle retail sales, parts and service and finance and insurance provide significantly higher profit margins, and therefore account for the majority of our profitability and have been historically more stable throughout economic cycles.

 

  •  

New Vehicle Sales. For the three months ended March 31, 2013, we sold 20,041 new vehicles through our dealership network. New vehicle revenue was approximately 54% of our total revenues and new vehicle gross profit was approximately 20% of our total gross profit for the three months ended March 31, 2013.

 

  •  

Used Vehicle Sales. We sell used vehicles at all of our dealership locations. For the three months ended March 31, 2013, we retailed 16,343 used vehicles through our dealership network. Used vehicle retail revenue was approximately 26% of our total revenues and used vehicle retail gross profit was approximately 15% of our total gross profit for the three months ended March 31, 2013.

 

 

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  •  

Parts and Service. We sell replacement parts and provide vehicle maintenance and collision repair service at all of our franchised dealerships, primarily for the vehicle brands sold at those dealerships. In addition, as of March 31, 2013, we maintained 25 free-standing collision repair centers either on the premises of, or in close proximity to, our dealerships. Parts and service revenue accounted for approximately 12% of our total revenues and parts and service gross profit accounted for approximately 42% of our total gross profit for the three months ended March 31, 2013.

 

  •  

Finance and Insurance. We arrange vehicle financing for our customers and sell a number of after market products, such as insurance, warranty and service contracts. These finance and insurance (“F&I”) transactions result in commissions being paid to us by third party lenders and insurance providers. Our F&I revenue accounted for approximately 4% of our total revenues and F&I gross profit accounted for approximately 23% of our total gross profit for the three months ended March 31, 2013.

Business Strategy

Drive Operational Excellence

Provide an exceptional customer experience

We are focused on providing a high level of customer service and have designed our dealerships’ services to meet the needs of an increasingly sophisticated and demanding automotive consumer. We endeavor to establish relationships that we believe will result in both repeat business and additional business through customer referrals. Furthermore, we provide our dealership managers with appropriate incentives to employ efficient selling approaches, engage in extensive follow-up to develop long-term relationships with customers and extensively train our sales and service staff to meet customer needs.

We continually evaluate opportunities, and implement appropriate new technologies, to improve the buying experience for our customers, and believe that our ability to share best practices across our dealership network gives us an advantage over independent dealerships. For example, we have implemented a common customer relations management tool in all of our dealerships to facilitate communications with customers before, during and after the sale. Additionally, we have a trained team that continually monitors the online reputation of each of our dealerships and optimizes our web presence and online lead management. We continue to invest in technologies designed to improve our sales process and employee productivity, all with the goal of improving the customer experience.

In addition, our higher margin parts and service operations are an integral part of our overall approach to customer service, providing an opportunity to foster ongoing relationships and improve customer loyalty. We continue to train our technicians and service advisors on processes and technologies to both educate our customers on their service needs and alternatives and ensure that our customers continue to receive excellent service. We also evaluate and implement programs, such as our national tire program and our clear advantage windshield wiper program, to draw customers into our service lanes and enhance our customer retention.

Attract and retain the best talent

We believe that local management of dealership operations enables our retail network to provide market-specific responses to sales, customer service and inventory requirements. The general manager of each of our dealerships is responsible for the operations, personnel and financial performance of that dealership as well as other day-to-day operations. We believe our general managers’ familiarity with their respective markets enables them to effectively run day-to-day operations, market to customers and recruit new employees. The general manager of each dealership is supported, in most cases, by a new vehicle sales manager, a used vehicle sales manager, an F&I manager, and a parts and service manager. Our dealership management teams typically have many years of experience in the automotive retail industry. This management structure is complemented by

 

 

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support from our market-based management teams and the corporate office, which we refer to as the Dealership Support Center (“DSC”), through centralized technology and processes as well as financial oversight.

Implement best practices and improve productivity

While new vehicle sales are critical to drawing customers to our dealerships, parts and service, used vehicle retail sales and F&I generally provide significantly higher profit margins and account for the majority of our profitability. In order to maximize the growth of these higher margin businesses, we have discipline-specific executives at the corporate, market and dealership levels who focus on increasing the penetration of current services and expanding the breadth of our offerings to customers through the implementation of best practices and continuous training on our technology throughout our dealership network. For example, we have successfully grown our used vehicle retail unit sales through the implementation of our Asbury 121 program, which involves the adoption of a used vehicle process that starts at the appraisal of potential trade-in vehicles and ends with the goal of profitably retailing more of our trade-in vehicles that we would have historically sent to the wholesale market. This program also includes the improved utilization of our technology to optimize our used vehicle inventory. In addition to the benefits of selling more used vehicles, the Asbury 121 program also provides a benefit to our parts and service business through increased reconditioning work.

We continually focus on opportunities to improve our cost structure at our dealerships. We are constantly evaluating our expenses, and believe we are well positioned to manage our costs in the future by:

 

  •  

continuing to centralize our financial and processing systems;

 

  •  

deploying information technology and best practices across our dealership network;

 

  •  

further capitalizing on our scale through negotiating contracts with certain of our vendors on a national basis; and

 

  •  

maintaining a performance-based compensation structure.

In order to mitigate the impact of significant fluctuations in vehicle sales, we tie management and employee compensation at various operational levels to performance through incentive-based pay systems based on various metrics. For example, a portion of management’s stock-based compensation is based on overall performance criteria relative to our peer group, including profitability growth, productivity improvement and return on invested capital measures. We also compensate our general managers, department managers and sales and other dealership personnel with incentive pay, based on metrics such as dealership profitability, departmental profitability and individual performance, as appropriate.

Centralize, streamline and automate processes

Our DSC management is responsible for our capital expenditure and operating strategy while the implementation of our operating strategy rests with our market-based management teams and each dealership management team based on the policies and procedures established by DSC management. DSC management and our market-based management teams continuously evaluate the financial and operating results of our dealerships, as well as each dealership’s geographical location, and from time to time, make decisions to evaluate new technologies and/or processes to further refine our operational processes.

As part of our investment in our IT systems, we have deployed a common dealer management system (“DMS”) with the Dealer Services Group of Automatic Data Processing, Inc. as our provider. We believe a single DMS provides the foundation for future efficiencies and creates a more efficient retail operation that will result in a better experience for our customers.

 

 

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We consolidate financial, accounting and operational data received from our dealerships through customized financial products. Our IT approach enables us to integrate and aggregate information from our dealerships. Through the combination of a common DMS and our corporate financial products, management has access to the financial, accounting and operational data at various levels of the organization. In addition, we are in the process of centralizing business processes throughout our organization which we expect will deliver future cost synergies.

Maximize Franchise Portfolio Returns

Acquire value added franchises

We continuously evaluate the financial and operating results of our dealerships, as well as each dealership’s geographical location and, based on various financial and strategic rationales, make decisions to acquire or dispose of dealerships to refine our dealership portfolio. We believe we have the financial flexibility as well as the foundation of common IT systems and business practices to efficiently and opportunistically complete, integrate and benefit from acquisitions.

Maintain diversified brand portfolio

We classify our new vehicle retail sales into the following categories: luxury, mid-line import, and mid-line domestic. Luxury and mid-line imports together accounted for approximately 85% of our new vehicle sales for the three months ended March 31, 2013. Despite a recent modest increase in sales of mid-line domestic vehicles, we continue to believe that, over the long-term, luxury and mid-line import manufacturers are well positioned to continue the market share gains they have achieved in the United States over the past few decades based on the expectation of continued broadening of their product offerings and the delivery of high quality products and services to their customers.

Our physical locations encompassed 18 different metropolitan markets at 76 locations in the following 10 states as of March 31, 2013: Arkansas, Florida, Georgia, Mississippi, Missouri, New Jersey, North Carolina, South Carolina, Texas and Virginia. We believe that our broad geographic coverage, as well as our diversification among manufacturers, decreases our exposure to regional economic downturns and manufacturer-specific risks such as warranty issues or production disruptions.

Deploy Capital to Highest Returns

Invest in our business and technologies; Repurchase stock to return capital to shareholders; Retire leases and manage debt to maintain a strong balance sheet

Our capital allocation decisions are primarily based on our desire to maintain sufficient liquidity and a prudent capital structure. We continuously evaluate our liquidity and capital resources based upon (i) our cash and cash equivalents on hand, (ii) the funds that we expect to generate through future operations, (iii) current and expected borrowing availability under our credit facilities and mortgage financings, (iv) amounts in our new vehicle floor plan notes payable offset accounts and (v) the potential impact of any contemplated or pending future transactions, including, but not limited to, financings, acquisitions, dispositions or other capital expenditures.

Corporate Information

Our principal executive offices are located at 2905 Premiere Parkway, NW, Suite 300, Duluth, Georgia. Our telephone number is (770) 418-8200. Our website address is http://www.asburyauto.com. Information contained on our web site or that can be accessed through our web site is not a part of, nor is it incorporated by reference into, this prospectus.

 

 

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The Exchange Offer

The following is a brief summary of the principal terms of the exchange offer. Certain of the terms and conditions described below are subject to important limitations and exceptions. For a more complete description of the terms of the exchange offer, see “The Exchange Offer.”

 

The Exchange Offer

We are offering to exchange up to $100,000,000 aggregate principal amount of our registered 8.375% Senior Subordinated Notes due 2020 (the “exchange notes”) for an equal principal amount of our outstanding restricted 8.375% Senior Subordinated Notes due 2020 (the “original notes”) that were issued in June 2013. The terms of the exchange notes are identical in all material respects to those of the original notes, except that the exchange notes will be issued in a transaction registered under the Securities Act, and the transfer restrictions, registration rights and related special interest provisions relating to the original notes will not apply to the exchange notes. The exchange notes will be of the same class as the outstanding original notes and as the existing notes. Holders of original notes do not have any appraisal or dissenters’ rights in connection with the exchange offer.

 

Purpose of the Exchange Offer

The exchange notes are being offered to satisfy our obligations under the registration rights agreement entered into at the time we issued and sold the original notes.

 

Expiration Date; Withdrawal of Tenders; Return of Original Notes Not Accepted for Exchange

The exchange offer will expire at 9:00 a.m., New York City time, on                     , 2013, or on a later date and time to which we extend it (the “expiration date”). Tenders of original notes in the exchange offer may be withdrawn at any time prior to the expiration date. Promptly following the expiration date, we will exchange the exchange notes for validly tendered original notes. Any original notes that are not accepted for exchange for any reason will be returned without expense to the tendering holder promptly after the expiration or termination of the exchange offer.

 

Procedures for Tendering Original Notes

Each holder of original notes wishing to participate in the exchange offer must complete, sign and date the accompanying letter of transmittal, or its facsimile, in accordance with its instructions, and mail or otherwise deliver it, or its facsimile, together with the original notes and any other required documentation to the exchange agent at the address in the letter of transmittal. Original notes may be physically delivered, but physical delivery is not required if a confirmation of a book-entry transfer of the original notes to the exchange agent’s account at DTC is delivered in a timely fashion. A holder may also tender its original notes by means of DTC’s Automated Tender Offer Program (“ATOP”), subject to the terms and procedures of that program. See “The Exchange Offer—Procedures for Tendering Original Notes.”

 

 

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Conditions to the Exchange Offer

The exchange offer is not conditioned upon any minimum aggregate principal amount of original notes being tendered for exchange. The exchange offer is subject to customary conditions, which may be waived by us in our discretion. We currently expect that all of the conditions will be satisfied and that no waivers will be necessary.

 

Exchange Agent

The Bank of New York Mellon.

 

U.S. Federal Income Tax Considerations

Your exchange of an original note for an exchange note will not constitute a taxable exchange. The exchange will not result in taxable income, gain or loss being recognized by you or by us. Immediately after the exchange, you will have the same adjusted basis and holding period in each exchange note received as you had immediately prior to the exchange in the corresponding original note surrendered. See “Certain U.S. Federal Income Tax Considerations.”

 

Risk Factors

You should consider carefully the risk factors beginning on page 12 of this prospectus, and the risk factors incorporated by reference into this prospectus, before deciding whether to participate in the exchange offer.

 

 

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The Exchange Notes

The following is a brief summary of the principal terms of the exchange notes. The terms of the exchange notes are identical in all material aspects to those of the original notes, except for the transfer restrictions and registration rights and related special interest provisions relating to the original notes do not apply to the exchange notes. Certain of the terms and conditions described below are subject to important limitations and exceptions. For a more complete description of the terms of the exchange notes, see “Description of the Notes.”

 

Issuer

Asbury Automotive Group, Inc.

 

Notes Offered

$100.0 million principal amount of 8.375% Senior Subordinated Notes due 2020. The original notes are an additional issuance of, and rank equally and form a single series with, the $200.0 million aggregate principal amount of our 8.375% senior subordinated notes due 2020 which were issued on November 16, 2010 (the “existing notes”). The existing notes are free of transfer restrictions under the Securities Act (other than to the extent any of the existing notes are deemed to be held by our affiliates). Accordingly, the original notes have been issued under a different CUSIP number than the existing notes. Following the consummation of this exchange offer, it is expected that the exchange notes and the existing notes will have the same CUSIP number and will be fully fungible with each other.

 

Maturity

November 15, 2020.

 

Interest

8.375% per annum, payable semi-annually in arrears on May 15 and November 15 of each year. Interest on the exchange notes will accrue from and including May 15, 2013.

 

Guarantors

The notes are unconditionally guaranteed, jointly and severally, on a senior subordinated basis by all of our existing subsidiaries and all of our future domestic restricted subsidiaries, with certain exceptions.

 

Ranking

The notes and the guarantees are our unsecured senior subordinated obligations. Accordingly, they rank:

 

  •  

subordinated in right of payment to all of our and the guarantors’ existing and future senior indebtedness, whether or not secured (including borrowings under our Senior Credit Facility, our Wachovia Master Loan Agreement (each as defined herein) and our mortgages and other floor plan financing facilities described below);

 

  •  

pari passu in right of payment with all of our and the guarantors’ existing and future senior subordinated indebtedness, including the existing notes and our 7.625% Senior Subordinated Notes due 2017 (the “7.625% Notes”);

 

  •  

senior to any of our and the guarantors’ existing and future indebtedness that expressly provides that it is subordinated to the notes and the guarantees; and

 

  •  

effectively junior to all existing and future liabilities, including trade payables, of future non-guarantor subsidiaries.

 

 

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  As of March 31, 2013, after giving effect to the offering of the original notes, we and our consolidated subsidiaries would have had $130.3 million of secured indebtedness (excluding net floor plan notes payable of $524.0 million) and $443.2 million of unsecured senior subordinated indebtedness outstanding.

 

Change of Control and Asset Sales

If we experience specific kinds of changes of control, we are required to make an offer to purchase the notes at a purchase price of 101% of the principal amount thereof, plus accrued and unpaid interest to the purchase date. If we sell assets under certain circumstances, we are required to make an offer to purchase the notes at a purchase price of 100% of the principal amount thereof, plus accrued and unpaid interest to the purchase date. See “Description of the Notes—Repurchase at the Option of Holders—Change of Control” and “Description of the Notes—Repurchase at the Option of Holders—Asset Sales.”

 

Optional Redemption

Any time prior to November 15, 2013, we may, at our option, use the net proceeds of one or more equity offerings to redeem up to 35% of the aggregate principal amount of notes, plus accrued and unpaid interest, if any, to the redemption date.

 

  At any time prior to November 15, 2015, we may, at our option, redeem all or a portion of the notes in cash at a price equal to 100% of their principal amount plus the applicable premium described under “Description of the Notes—Optional Redemption,” plus accrued and unpaid interest, if any, to the redemption date.

 

  On or after November 15, 2015, we may, at our option, redeem all or a portion of the notes in cash at the redemption prices described under “Description of the Notes—Optional Redemption,” plus accrued and unpaid interest, if any, to the redemption date.

 

Covenants

The indenture governing the notes contains certain covenants that restrict our ability, and the ability of our restricted subsidiaries, to, among other things:

 

  •  

incur indebtedness or issue preferred shares;

 

  •  

pay dividends and make certain distributions, investments and other restricted payments;

 

  •  

create certain liens;

 

  •  

sell assets;

 

  •  

enter into transactions with affiliates;

 

  •  

limit the ability of restricted subsidiaries to make payments to us;

 

  •  

merge, consolidate, sell or otherwise dispose of all or substantially all of our assets; and

 

  •  

designate our subsidiaries as unrestricted subsidiaries.

 

 

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  These covenants are subject to important exceptions and qualifications described under “Description of the Notes.”

 

No Public Market

There is no public trading market for the notes. We do not intend to apply for listing of the notes on any national securities exchange or for quotation of the notes on any automated dealer quotation system. See “Risk Factors—We cannot assure you that an active trading market will develop for the exchange notes.”

 

Use of Proceeds

We will not receive any cash proceeds from the issuance of the exchange notes. See “Use of Proceeds.”

 

Trustee

The Bank of New York Mellon.

 

Risk Factors

You should carefully consider the information set forth in the section of this prospectus entitled “Risk Factors” as well as the other information included in or incorporated by reference into this prospectus before deciding whether to exchange your original notes for the exchange notes.

 

 

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Summary Historical Consolidated Financial Information

The summary below presents certain historical consolidated financial information and should be read in conjunction with the consolidated financial statements and related notes incorporated by reference in this prospectus. The summary historical consolidated income statement and other data for the quarter ended March 31, 2012 and the years ended December 31, 2012, 2011 and 2010 have been reclassified to reflect the status of discontinued operations as of March 31, 2013. The summary historical income statement and other data for the years ended December 31, 2012, 2011 and 2010 and balance sheet data as of December 31, 2012 and 2011 should be read in conjunction with our audited financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2012, which are incorporated by reference herein. The historical balance sheet data as of December 31, 2010 is derived from our audited financial statements and related notes, and the historical balance sheet data as of March 31, 2012 is derived from our unaudited financial statements and related notes, in each case that are not incorporated by reference herein. The historical income statement and other data for the three months ended March 31, 2013 and March 31, 2012, and the balance sheet data as of March 31, 2013, are derived from our unaudited financial statements and related notes included in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, which are incorporated by reference herein. The results of operations for the three months ended, and our financial position as of, March 31, 2013 and March 31, 2012 are not necessarily indicative of the operating results or financial position as of or for the entire year or any future period.

 

     For the
Three Months
Ended
March 31,		     For the Years Ended
December 31,		  
     2013     2012(1)     2012(1)     2011(1)     2010(1)  
     (dollars in millions, except per share data)  

Income Statement Data:

           

Revenues

           

New vehicle

    $ 664.5      $ 574.9      $ 2,607.4      $ 2,239.4      $ 2,077.8   

Used vehicle

      366.3        316.7        1,301.0        1,208.1        1,041.2   

Parts and service

      147.6        140.7        565.3        555.6        531.2   

Finance and insurance, net

      47.0        37.7        166.6        137.0        111.2   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Total revenues

      1,225.4        1,070.0        4,640.3        4,140.1        3,761.4   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Cost of sales

      1,018.7        885.5        3,876.7        3,441.1        3,134.4   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Gross profit

      206.7        184.5        763.6        699.0        627.0   

Selling, general and administrative expense

      148.1        137.4        556.1        531.6        484.1   

Depreciation and amortization

      5.9        5.7        22.6        22.5        20.5   

Other operating expense (income), net

      0.1        —          (1.0 )      13.7        (0.1 ) 
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Income from operations

      52.6        41.4        185.9        131.2        122.5   

Other expense:

           

Floor plan interest expense

      (3.1 )      (2.7 )      (11.6 )      (9.3 )      (9.0 ) 

Other interest expense, net

      (9.2 )      (9.2 )      (35.6 )      (39.6 )      (35.4 ) 

Swap interest expense

      (1.2 )      (1.3 )      (5.0 )      (5.5 )      (6.6 ) 

Convertible debt discount amortization

      —          (0.1 )      (0.4 )      (0.8 )      (1.4 ) 

Loss on extinguishment of long-term debt

      —          —          —          (0.8 )      (12.6 ) 
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Total other expense, net

      (13.5 )      (13.3 )      (52.6 )      (56.0 )      (65.0 ) 
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Income before income taxes

      39.1        28.1        133.3        75.2        57.5   

Income tax expense

      15.2        10.9        50.0        28.7        22.1   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Income from continuing operations

      23.9        17.2        83.3        46.5        35.4   

Discontinued operations, net of tax

      8.6        0.4        (1.1 )      21.4        2.7   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Net income

    $ 32.5      $ 17.6      $ 82.2      $ 67.9      $ 38.1   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Income from continuing operations per common share:

           

Basic

    $ 0.77      $ 0.55      $ 2.68      $ 1.46      $ 1.10   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Diluted

    $ 0.77      $ 0.54      $ 2.64      $ 1.43      $ 1.06   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

 

 

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     For the
Three Months Ended
March 31,		      For the Years Ended
December 31,		  
     2013      2012      2012(1)      2011(1)      2010(1)  
     (dollars in millions)  

Other Data:

               

Adjusted EBITDA(2)

      55.4         44.4         196.9         161.9         136.8   

New vehicle unit sales

      20,041         17,980         80,077         69,304         66,107   

Used vehicle unit sales

      16,343         14,794         57,434         54,009         44,583   

Number of dealerships

      76         79         77         79         84   

Number of franchises

      97         99         98         99         110   

Balance Sheet Data (at period end):

               

Working capital

      246.0         149.6         206.6         156.2         241.0   

Inventories(3)

      703.9         587.6         655.1         519.5         578.7   

Total assets

      1,657.6         1,482.6         1,661.4         1,419.4         1,486.3   

Floor plan notes payable(4)

      524.0         489.2         562.1         434.0         451.6   

Total debt(4)

      477.3         432.9         466.0         458.6         549.0   

Total shareholders’ equity

      429.0         348.0         402.8         326.6         287.1   

 

(1) The summary historical income statement and other data for the three months ended March 31, 2012, and the years ended December 31, 2012, 2011 and 2010 have been reclassified to reflect the status of discontinued operations as of March 31, 2013.
(2) We define Adjusted EBITDA as net income plus discontinued operations, income tax expense, depreciation and amortization, swap and other interest expense, convertible debt discount amortization, and any (gain) loss on non-recurring or non-core items from time to time such as extinguishment of long term-debt, impairment expense, lease termination charges, litigation related expenses and executive separation costs, among others.

We believe the use of Adjusted EBITDA along with GAAP financial measures enhances the understanding of our operating results and may be useful to investors in comparing our operating performance with that of our competitors and estimating our enterprise value. Adjusted EBITDA is also a useful tool in evaluating our core operating results given the significant variation that can result in any period from non-recurring or non-core items.

Adjusted EBITDA is not a measurement of our financial performance recognized under GAAP, is used in addition to and in conjunction with results presented in accordance with GAAP, and should be considered as a supplement to, and not as a substitute for, net income or any other performance measure calculated or derived in accordance with GAAP. Furthermore, this measure is not necessarily comparable to similarly titled measures employed by other companies. Adjusted EBITDA has limitations as an analytical tool as it should not be considered in isolation or as a substitute for analysis of our results of operations as reported under GAAP.

The following provides a numerical reconciliation of Adjusted EBITDA to net income, which is the most directly comparable financial measure presented in accordance with GAAP:

 

    For the
Three Months
Ended
March 31,		     For the Years Ended
December 31,		  
    2013     2012     2012(1)     2011(1)     2010(1)  
    (dollars in millions)  

Net income

   $ 32.5      $ 17.6      $ 82.2      $ 67.9      $ 38.1   

Adjustments to reconcile certain non-GAAP terms: plus (less)

          

Discontinued operations

     (8.6 )      (0.4 )      1.1        (21.4 )      (2.7 ) 

Income tax expense

     15.2        10.9        50.0        28.7        22.1   
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Income from continuing operations before income tax

   $ 39.1      $ 28.1      $ 133.3      $ 75.2      $ 57.5   

Depreciation and amortization

     5.9        5.7        22.6        22.5        20.5   

Swap and other interest expense

     10.4        10.5        40.6        45.1        42.0   

Convertible debt discount amortization

     —          0.1        0.4        0.8        1.4   

Real estate-related charges

     —          —          —          1.9        1.8   

Litigation related expense

     —          —          —          9.0        —     

Executive separation cost

     —          —          —          6.6        —     

Fees associated with loan amendments

     —          —          —          —          1.0   

Loss on extinguishment of long-term debt

     —          —          —          0.8        12.6   
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Adjusted EBITDA

   $ 55.4      $ 44.4      $ 196.9      $ 161.9      $ 136.8   

 

(3) Includes amounts classified as assets held for sale on our consolidated balance sheets.
(4) Includes amounts classified as liabilities associated with assets held for sale on our consolidated balance sheets.

 

 

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RISK FACTORS

The terms of the exchange notes are identical in all material aspects to those of the original notes, except for the transfer restrictions and registration rights and related special interest provisions relating to the original notes that do not apply to the exchange notes. This section describes some, but not all, of the risks of acquiring the exchange notes and participating in the exchange offer. Before making an investment decision, you should carefully consider the risk factors described below, the risk factors included in our Annual Report on Form 10-K for the year ended December 31, 2012, which are incorporated by reference herein, and the risks described in our other filings with the SEC that are incorporated by reference herein.

We have significant debt, and the ability to incur additional debt may limit our flexibility to manage our business. Furthermore, if we are unable to generate sufficient cash, our ability to service our debt may be materially adversely affected.

We have substantial debt service obligations. As of March 31, 2013, after giving effect to the offering of the original notes, we would have had total debt of $577.3 million, excluding net floor plan notes payable of $524.0 million. In addition, we and our subsidiaries have the ability to incur additional debt from time to time to finance, among other things, acquisitions, working capital and capital expenditures, and new and used vehicle inventory, as well as to refinance new and used vehicle inventory, subject in each case to the restrictions contained in the Senior Credit Agreement (as defined below) that governs our Senior Credit Facility, the indentures governing the notes and our 7.625% Notes, and our mortgage agreements and related mortgage guarantees, as well as certain other agreements. We will continue to have substantial debt service obligations, consisting of required cash payments of principal and interest, for the forseeable future.

Our significant indebtedness could have important consequences to us, including the following:

 

  •  

our ability to obtain additional financing for acquisitions, capital expenditures, working capital or other general corporate purposes may be impaired;

 

  •  

a substantial portion of our cash flow from operating activities must be dedicated to the payment of principal and interest on our debt, thereby reducing the funds available to us for our operations and other corporate purposes;

 

  •  

some of our borrowings are and will continue to be at variable rates of interest, which exposes us to certain risks of interest rate increases; and

 

  •  

we may be or become substantially more leveraged than some of our competitors, which may place us at a relative competitive disadvantage and make us more vulnerable to changes in market conditions and governmental regulations.

As a result of the foregoing and other potential limitations, our indebtedness obligations may limit our ability to take strategic actions that would otherwise enable us to manage our business, in a manner in which we otherwise would, absent such limitations, which could materially adversely affect our business, financial condition and results of operations.

Despite our current indebtedness levels, we and our subsidiaries may be able to incur substantially more debt and take other actions that could diminish our ability to make payments on the notes when due. This could further exacerbate the risks associated with our substantial indebtedness.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future, subject to the restrictions contained in our debt instruments existing at the time such indebtedness is incurred. The terms of the Senior Credit Agreement, the indentures governing the notes and the 7.625% Notes, our mortgage agreements and certain other agreements permit the incurrence of additional debt, securing existing or future debt, recapitalizing our debt or taking a number of other actions subject to certain conditions, any of which could have the effect of diminishing our ability to make payments on the notes when due. The terms of the instruments governing our subsidiaries’ indebtedness may also permit such actions.

 

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We are a holding company and as a result are dependent on our operating subsidiaries to generate sufficient cash and distribute cash to us to service our indebtedness and fund our ongoing operations.

Our ability to make payments on our indebtedness and fund our ongoing operations depends on our operating subsidiaries’ ability to generate cash in the future and distribute that cash to us. It is possible that our subsidiaries may not generate cash from operations in an amount sufficient to enable us to service our indebtedness. In addition, many of our subsidiaries are required to comply with the provisions of franchise agreements, dealer agreements, other agreements with manufacturers, mortgages, and credit facilities. Many of these agreements contain minimum working capital or net worth requirements, and are subject to change at least annually. Although the requirements contained in these agreements did not restrict our subsidiaries from distributing cash to us as of March 31, 2013, unexpected changes to our franchise agreements, dealer agreements or other agreements with manufacturers could require us to alter the manner in which we distribute or use cash. If our operating subsidiaries are unable to generate and distribute sufficient cash to us to service our indebtedness and fund our ongoing operations, our financial condition may be materially adversely affected.

Under several of our debt, mortgage, lease and framework agreements, we are required to maintain compliance with certain financial and other covenants. Our failure to comply with certain covenants in these agreements could adversely affect our ability to access our borrowing capacity, subject us to acceleration of our outstanding debt or result in a cross default on other indebtedness, and adversely affect our ability to conduct our business and meet our obligations under the notes.

There are operating and financial restrictions and covenants in certain of our debt and mortgage agreements, including our Senior Credit Agreement, the indentures governing the notes and our 7.625% Notes and our mortgage agreements and related mortgage guarantees, as well as certain other agreements to which we are a party. These limit, among other things, our ability to incur certain additional debt, create certain liens or other encumbrances, and make certain payments (including dividends, repurchases of our common stock and for investments). Certain of these agreements also require us to maintain compliance with certain financial ratios.

If we are unable to comply with any applicable financial or other covenants, we may be required to seek waivers of or modifications to our covenants from our creditors, or we may need to undertake one or more transactions designed to generate proceeds sufficient to repay our debt. Obtaining such waivers or modifications often requires the payment to creditors of significant fees and requires significant time and attention of management. In light of continued uncertain conditions in the automotive industry and the conditions in the credit markets generally, we cannot give any assurance that we would be able to successfully take any necessary actions at times, or on terms acceptable to us.

Our failure to comply with any of these covenants in the future could constitute a default under the relevant agreement, which could, depending on the relevant agreement, (i) entitle the creditors under such agreement to terminate our ability to borrow under the relevant agreement and accelerate our obligations to repay outstanding borrowings; (ii) require us to immediately repay these borrowings; (iii) entitle the creditors under such agreement to foreclose on the property securing the relevant indebtedness; and/or (iv) prevent us from making debt service payments on certain of our other indebtedness, including the notes, any of which would have a material adverse effect on our business, financial condition or results of operations. In many cases, a default under one of our debt, mortgage, or other agreements could trigger cross default provisions in one or more of our other debt or mortgage agreements, including the indenture governing the notes.

In addition to the financial and other covenants contained in our various debt or mortgage agreements, a number of our dealerships are located on properties that we lease. Certain of the leases governing such properties have certain covenants with which we must comply. If we fail to comply with the covenants under our leases, the respective landlords could, among exercising other remedies, terminate the leases and seek significant cash damages, or evict us from the applicable properties.

 

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Similarly, our failure to comply with any financial or other covenants in any of our framework agreements would give the relevant manufacturer certain rights, including the right to reject proposed acquisitions, and may give it the right to repurchase its franchises from us. Events that give rise to such rights, and our inability to acquire additional dealerships or a requirement that we sell one or more of our dealerships at any time, could inhibit the growth of our business, have a material adverse effect on our business, financial condition and results of operations and make it more difficult for us to meet our obligations under the notes.

Manufacturers may also have the right to restrict our ability to provide guaranties of our operating companies, pledges of the capital stock of our subsidiaries and liens on our assets, which could materially adversely impact our ability to obtain financing for our business and operations on favorable terms or at desired levels, if at all, which in turn could materially adversely affect our ability to operate our business and meet our obligations under the notes.

To service our debt, we will require a significant amount of cash, which may not be available to us.

Our ability to make payments on, or repay or refinance, our debt, including the notes, and to fund planned capital expenditures, will depend largely upon our future operating performance. Our future performance, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. In addition, our ability to borrow funds in the future to make payments on our debt will depend on the satisfaction of the covenants in our Senior Credit Agreement and our other debt agreements, including the indentures governing the notes and the 7.625% Notes and other agreements we may enter into in the future. In particular, we will need to maintain compliance with certain financial ratios under our various credit agreements.

We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under our Senior Credit Facility or from other sources in amounts sufficient to enable us to pay our debt, including our obligations under the notes, or to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness, including the notes, on or before maturity.

We may not be able to refinance our indebtedness on terms favorable to us, or at all.

We cannot assure you that we will be able to refinance any of our debt, including debt outstanding under our Senior Credit Facility, on commercially reasonable terms or at all. In particular, our Senior Credit Facility and our 7.625% Notes will mature prior to the maturity of the notes. If we are unable to make payments or refinance our debt or obtain new financing upon maturity of such other debt, we may have to consider other options, such as sales of assets, sales of equity securities and/or negotiations with our lenders to restructure the applicable debt. Our Senior Credit Agreement, the indentures governing the notes and our 7.625% Notes and our other debt instruments may restrict, or market or business conditions may limit, our ability to do some of these things. Our inability to do any of the foregoing could make it more difficult to meet our obligations under the notes.

Your right to receive payments on the notes will be junior to our existing and future senior indebtedness and the existing and future senior indebtedness of our guarantors.

The notes and the guarantees will be subordinated to the prior payment in full of our and the guarantors’ respective current and future senior indebtedness to the extent set forth in the indenture. As of March 31, 2013, after giving effect to the offering of the original notes, we would have had $130.3 million of total senior indebtedness (excluding net floor plan notes payable of $524.0 million). As of such date, no amounts were outstanding under the Revolving Credit Facility component of our Senior Credit Facility (as described below), which provides for aggregate borrowings of up to $175.0 million, subject to a borrowing base. The notes will also be subordinated to senior indebtedness under the New Vehicle Floorplan Facility and the Used Vehicle Floorplan Facility (each as defined below) components of our Senior Credit Facility and our other floor plan financing facilities. Because of the subordination provisions of the notes, in the event of the bankruptcy, liquidation or dissolution of Asbury or any guarantor, our assets or the assets of the guarantors would be

 

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available to pay obligations under the notes and our other senior subordinated obligations only after all payments had been made on our or the guarantors’ senior indebtedness. Sufficient assets may not remain after all these payments have been made to make required payments on the notes and any other senior subordinated obligations, including payments of interest when due. As a result, holders of notes may receive less, ratably, than our other unsecured general creditors if we are the subject of a bankruptcy, liquidation, reorganization or similar proceeding.

In addition, we will be prohibited from making all payments on the notes and the guarantees in the event of a payment default on our senior indebtedness (including borrowings under our Senior Credit Agreement and our other floor plan financing facilities) and, for limited periods, upon the occurrence of other defaults under our Senior Credit Agreement and our floor plan financing facilities. In the event of a non-payment default under our senior indebtedness, we may not have sufficient funds to pay all our creditors, including the holders of the notes. See “Description of the Notes.”

Claims of creditors of all of our non-guarantor subsidiaries will have priority over the assets and earnings of those subsidiaries over you as a holder of the notes.

The notes will be effectively subordinated to all existing and future liabilities of our subsidiaries that are not guarantors. Subsidiaries we may establish or acquire in the future that are foreign subsidiaries, or which do not have any indebtedness or guarantees of indebtedness or which we designate as unrestricted subsidiaries in accordance with the indenture, will not be required to guarantee the notes. Claims of creditors of our non-guarantor subsidiaries, including trade creditors, generally will have priority with respect to the assets and earnings of such subsidiaries over our claims or those of our creditors, including you as a holder of the notes. In the event that any of our non-guarantor subsidiaries become insolvent, liquidate, reorganize, dissolve or otherwise wind up, the assets and earnings of those subsidiaries will be used first to satisfy the claims of their creditors, trade creditors, banks and other lenders and judgment creditors.

The notes are not secured.

In addition to being subordinated to all of our and our guarantors’ existing and future senior indebtedness, the notes and the guarantees will not be secured by any of our assets or those of our subsidiaries. We have substantial debt service obligations. As of March 31, 2013, after giving effect to the offering of the original notes, we would have had total debt of $577.3 million, excluding net floor plan notes payable of $524.0 million, of which $130.3 million was secured by certain of our assets and would have ranked senior in right of payment to the original notes and the remainder of which would have ranked pari passu in right of payment with the original notes. Our obligations under our Senior Credit Facility are secured by a lien on all of our assets other than real property, including our new and used vehicle inventory, which secures our obligations under our floor plan financing facilities thereunder. Our obligations under our other floor plan financing facilities are secured by the related vehicle inventory, and certain of our real property secures our related mortgage obligations. The terms of the notes do not restrict us from granting liens to secure debt that is senior in right of payment to the notes. If we become insolvent or are liquidated, or if payment under the Senior Credit Agreement or any other secured senior indebtedness is accelerated, the lenders under the Senior Credit Agreement or holders of other secured senior indebtedness will be entitled to exercise the remedies available to a secured lender under applicable law (in addition to any remedies that may be available under documents pertaining to the Revolving Credit Facility or any of our other senior indebtedness). Any of these actions may materially impair our ability to meet our obligations under the notes.

Restrictions imposed by our Senior Credit Agreement, our other credit facilities and the indentures governing the notes and our 7.625% Notes may limit our ability to obtain additional financing and to pursue business opportunities.

The operating and financial restrictions and covenants in our debt instruments, including our Senior Credit Agreement, our other credit facilities and the indentures governing the notes and our 7.625% Notes, may

 

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adversely affect our ability to finance our future operations or capital needs or to pursue certain business activities. In particular, our Senior Credit Agreement, our Wachovia Master Loan Agreement and other facilities require us to maintain compliance with certain financial ratios. Our ability to comply with these ratios may be affected by events beyond our control. A breach of any of these covenants or our inability to comply with the required financial ratios could result in a default under the applicable facility. In the event of any default under any such facility, the lenders could elect to declare all borrowings outstanding, together with accrued and unpaid interest and other fees, to be due and payable, to require us to apply all of our available cash to repay these borrowings or to prevent us from making debt service payments on the notes, any of which would be an event of default under the notes. See “Description of Other Indebtedness” and “Description of the Notes.”

It may not be possible for us to purchase the notes on the occurrence of a change in control.

Under the indenture governing the notes, upon the occurrence of specific change of control events, we will be required to offer to repurchase all of the notes at 101% of the principal amount of the notes plus accrued and unpaid interest, including any special interest, to the date of purchase. The source of funds for any such purchase of notes would be our available cash or cash generated from our operations or other sources, which may include borrowings, sales of assets or sales of equity or debt securities. We may not be able to repurchase the notes upon a change of control because we may not have sufficient financial resources to purchase all of the notes that are tendered upon a change of control. Further, we will be contractually restricted under the terms of our Senior Credit Agreement and our Wachovia Master Loan Agreement from repurchasing the notes tendered by holders upon a change of control. Accordingly, we may not be able to satisfy our obligations to offer to repurchase the notes unless we are able to refinance or obtain waivers under any applicable credit facility. Our failure to purchase any tendered notes would constitute a default under the indenture governing the notes, which, in turn, would constitute a default under our other debt instruments, including our Senior Credit Agreement. Any of our future debt agreements may contain similar provisions. See “Description of the Notes—Repurchase at the Option of Holders—Change of Control.”

Some significant restructuring transactions may not constitute a change of control, in which case we would not be obligated to offer to repurchase the notes.

Under the indenture governing the notes, upon the occurrence of a change of control, holders of notes will have the right to require us to repurchase their notes. However, the change of control provisions will not afford protection to holders of notes in the event of certain other transactions that could adversely affect the notes. For example, transactions such as certain leveraged recapitalizations, refinancings, restructurings, or acquisitions initiated by us may not constitute a change of control requiring us to offer to repurchase the notes. In the event of any such transaction, the holders would not have the right to require us to repurchase the notes, even though each of these transactions could increase the amount of our indebtedness, or otherwise adversely affect our capital structure or any credit ratings, thereby adversely affecting the holders of notes.

Federal and state statutes allow courts, under specific circumstances, to avoid guarantees and require note-holders to return payments received from guarantors.

Under U.S. bankruptcy law and comparable provisions of state fraudulent transfer laws, a subsidiary guarantee generally can be avoided if, among other things, the subsidiary guarantor, at the time it incurred the indebtedness evidenced by its guarantee:

 

  •  

intended to hinder, delay or defraud any present or future creditor; or

 

  •  

received less than reasonably equivalent value or fair consideration for the issuance of the guarantee; and

 

  •  

the subsidiary guarantor:

 

  •  

was insolvent or rendered insolvent by reason of issuing the guarantee;

 

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  •  

was engaged or about to engage in a business or transaction for which the subsidiary guarantor’s remaining assets constituted unreasonably small capital to carry on its business; or

 

  •  

intended to incur, or believed that it would incur, debts beyond its ability to pay those debts as they become due.

In addition, any payment by that subsidiary guarantor under a guarantee could be avoided and required to be returned to the subsidiary guarantor or to a fund for the benefit of the creditors of the subsidiary guarantor under such circumstances.

The measures of insolvency for purposes of fraudulent transfer laws will vary depending upon the governing law. Generally, a guarantor may be considered insolvent if:

 

  •  

the sum of its debts, including the value of contingent liabilities, was greater than the fair salable value of all of its assets; or

 

  •  

it could not pay its debts as they became due.

In the event the guarantee of the notes by a subsidiary guarantor is avoided as a fraudulent conveyance, holders of the notes effectively would lose the ability to pursue their claims against the guarantor or would be subordinated to all indebtedness and other liabilities of that guarantor.

We cannot assure you that an active trading market will develop for the exchange notes.

Prior to this offering, there has been no public market for the exchange notes, and there is only a limited trading market for the existing notes. We do not intend to apply for listing of the notes on any securities exchange. The initial purchasers of the original notes currently make a market in the existing notes, and we have been advised by the initial purchasers that they intend to continue to make a market in the existing notes, together with the exchange notes, after this exchange offer is completed. However, they are not obligated to and the initial purchasers of the original notes may cease their market-making activities at any time. In addition, the liquidity of any trading market for the notes and the market price quoted for the notes may be adversely affected by changes in the overall market for high yield securities and by changes in our financial performance or prospects or in the financial performance or prospects of companies in the automotive industry. If an active market does not develop or is not maintained, the market price of the notes may decline and you may not be able to resell the notes.

Our credit ratings may not reflect the risks of investing in the notes and any downgrade of our credit ratings generally may cause the trading price of the notes to fall.

The notes will be rated by at least one nationally recognized statistical rating organization. The ratings of our notes will primarily reflect our financial strength and will change in accordance with the rating of our financial strength. Any rating is not a recommendation to purchase, sell or hold any particular security, including the notes. These ratings do not comment as to market price or suitability for a particular investor. In addition, ratings at any time may be lowered or withdrawn in their entirety. The ratings of the notes may not reflect the potential impact of all risks related to structure and other factors on any trading market for, or trading value of, the notes. If one or more rating agencies that rates the notes reduces their rating in the future, or announces their intention to put the notes on credit watch, the market price of the notes could be harmed. Future downgrades of our credit ratings in general could also cause the trading price of the notes to decrease which could lead to increased corporate borrowing costs for us.

If you fail to exchange your original notes, they will continue to be restricted securities and may become less liquid.

Original notes that you do not tender or we do not accept will, following the exchange offer, continue to be restricted securities, and you may not offer to sell them except pursuant to an exemption from, or in a transaction

 

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not subject to, the Securities Act and applicable state securities laws. We will issue exchange notes in exchange for the original notes pursuant to the exchange offer only following the satisfaction of the procedures and conditions set forth in “The Exchange Offer—Procedures for Tendering Original Notes” and “The Exchange Offer—Conditions to the Exchange Offer.”

Because we anticipate that all or substantially all holders of original notes will elect to exchange their original notes in this exchange offer, we expect that the market for any original notes remaining after the completion of the exchange offer will be substantially limited. Any original notes tendered and exchanged in the exchange offer will reduce the aggregate principal amount of the original notes outstanding. Following the exchange offer, if you do not tender your original notes, you generally will not have any further registration rights, and your original notes will continue to be subject to certain transfer restrictions and will not be fully fungible with the existing notes. Accordingly, the liquidity of the market for the original notes will likely be adversely affected.

 

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THE EXCHANGE OFFER

Purpose of the Exchange Offer

In connection with the offer and sale of the original notes, we and the guarantors entered into a registration rights agreement with the initial purchasers of the original notes. We are making the exchange offer to satisfy our obligations under the registration rights agreement.

Terms of the Exchange

We are offering to exchange, upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, exchange notes for an equal principal amount of original notes. The terms of the exchange notes are identical in all material respects to those of the original notes, except for transfer restrictions, registration rights and special interest provisions relating to the original notes that will not apply to the exchange notes. The exchange notes will be entitled to the benefits of the indenture under which the original notes were issued. See “Description of the Notes.”

The exchange offer is not conditioned upon any minimum aggregate principal amount of original notes being tendered or accepted for exchange. As of the date of this prospectus, $100.0 million aggregate principal amount of the original notes was outstanding. Original notes tendered in the exchange offer must be in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Based on certain interpretive letters issued by the staff of the SEC to third parties in unrelated transactions, holders of original notes, except any holder who is an “affiliate” of ours within the meaning of Rule 405 under the Securities Act, who exchange their original notes for exchange notes pursuant to the exchange offer generally may offer the exchange notes for resale, resell the exchange notes and otherwise transfer the exchange notes without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that the exchange notes are acquired in the ordinary course of the holders’ business and such holders are not participating in, and have no arrangement or understanding with any person to participate in, a distribution of the exchange notes.

Each broker-dealer that receives exchange notes for its own account in exchange for original notes, where the original notes were acquired by the broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes as described in “Plan of Distribution.” In addition, to comply with the securities laws of individual jurisdictions, if applicable, the exchange notes may not be offered or sold unless they have been registered or qualified for sale in the jurisdiction or an exemption from registration or qualification is available and complied with. We have agreed, pursuant to the registration rights agreement, to file with the SEC a registration statement (of which this prospectus forms a part) with respect to the exchange notes. If you do not exchange such original notes for exchange notes pursuant to the exchange offer, your original notes will continue to be subject to restrictions on transfer.

If any holder of the original notes is an affiliate of ours, is engaged in or intends to engage in or has any arrangement or understanding with any person to participate in the distribution of the exchange notes to be acquired in the exchange offer, the holder would not be able to rely on the applicable interpretations of the SEC and would be required to comply with the registration requirements of the Securities Act, except for resales made pursuant to an exemption from, or in a transaction not subject to, the registration requirement of the Securities Act and applicable state securities laws.

Expiration Date; Extensions; Termination; Amendments

The exchange offer expires on the expiration date, which is 9:00 a.m., New York City time, on                     , 2013 unless we, in our sole discretion, extend the period during which the exchange offer is open.

 

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We reserve the right to extend the exchange offer at any time and from time to time prior to the expiration date by giving written notice to The Bank of New York Mellon, the exchange agent, and by public announcement communicated by no later than 9:00 a.m. Eastern time on the next business day following the previously scheduled expiration date, unless otherwise required by applicable law or regulation, by making a release to PR Newswire or other wire service. During any extension of the exchange offer, all original notes previously tendered will remain subject to the exchange offer and may be accepted for exchange by us.

The exchange date will be promptly following the expiration date. We expressly reserve the right to:

 

  •  

terminate the exchange offer and not accept for exchange any original notes for any reason, including if any of the events set forth below under “—Conditions to the Exchange Offer” shall have occurred and shall not have been waived by us; and

 

  •  

amend the terms of the exchange offer in any manner, whether before or after any tender of the original notes.

If any termination or material amendment occurs, we will notify the exchange agent in writing and will either issue a press release or give written notice to the holders of the original notes as promptly as practicable. Additionally, in the event of a material amendment or change in the exchange offer, which would include any waiver of a material condition hereof, we will extend the offer period, if necessary, so that at least five business days remain in the exchange offer following notice of the material amendment or change, as applicable.

Unless we terminate the exchange offer prior to the expiration date, we will exchange the exchange notes for the tendered original notes promptly after the expiration date, and will issue to the exchange agent exchange notes for original notes validly tendered, not withdrawn and accepted for exchange. Any original notes not accepted for exchange for any reason will be returned without expense to the tendering holder promptly after expiration or termination of the exchange offer. See “—Acceptance of Original Notes for Exchange; Delivery of Exchange Notes.”

This prospectus and the accompanying letter of transmittal and other relevant materials will be mailed by us to record holders of original notes and will be furnished to brokers, banks and similar persons whose names, or the names of whose nominees, appear on the lists of holders for subsequent transmittal to beneficial owners of original notes.

Procedures for Tendering Original Notes

The tender of original notes by you pursuant to any one of the procedures set forth below will constitute an agreement between you and us in accordance with the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal.

General Procedures. You may tender original notes by properly completing and signing the accompanying letter of transmittal or a facsimile and delivering the letter of transmittal together with a timely confirmation of a book-entry transfer of the original notes being tendered, if the procedure is available, into the exchange agent’s account at The Depository Trust Company, or DTC, for that purpose pursuant to the procedure for book-entry transfer described below.

A holder may also tender its original notes by means of DTC’s Automated Tender Offer Program (“ATOP”), subject to the terms and procedures of that system. If delivery is made through ATOP, the holder must transmit an agent’s message to the exchange agent’s account at DTC. The term “agent’s message” means a message, transmitted to DTC and received by the exchange agent and forming a part of a book-entry transfer, that states that DTC has received an express acknowledgement that the holder agrees to be bound by the letter of transmittal and that we may enforce the letter of transmittal against the holder.

 

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If tendered original notes are registered in the name of the signer of the accompanying letter of transmittal and the exchange notes to be issued in exchange for those original notes are to be issued, or if a new note representing any untendered original notes is to be issued, in the name of the registered holder, the signature of the signer need not be guaranteed. In any other case, the tendered original notes must be endorsed or accompanied by written instruments of transfer in form satisfactory to us and duly executed by the registered holder and the signature on the endorsement or instrument of transfer must be guaranteed by a commercial bank or trust company located or having an office or correspondent in the United States or by a member firm of a national securities exchange or of the National Association of Securities Dealers, Inc. or by a member of a signature medallion program such as “STAMP.” If the exchange notes and/or original notes not exchanged are to be delivered to an address other than that of the registered holder appearing on the note register for the original notes, the signature on the letter of transmittal must be guaranteed by an eligible institution.

Any beneficial owner whose original notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender original notes should contact the registered holder promptly and instruct the registered holder to tender original notes on the beneficial owner’s behalf. If the beneficial owner wishes to tender the original notes itself, the beneficial owner must, prior to completing and executing the accompanying letter of transmittal and delivering the original notes, either make appropriate arrangements to register ownership of the original notes in the beneficial owner’s name or follow the procedures described in the immediately preceding paragraph. The transfer of record ownership may take considerable time.

A tender will be deemed to have been received as of the date when the tendering holder’s properly completed and duly signed letter of transmittal accompanied by a book-entry confirmation is received by the exchange agent.

All questions as to the validity, form, eligibility, including time of receipt, and acceptance for exchange of any tender of original notes will be determined by us and will be final and binding. We reserve the absolute right to reject any or all tenders not in proper form or the acceptances for exchange of which may, upon advice of our counsel, be unlawful. We also reserve the absolute right to waive any of the conditions to the exchange offer or any defects or irregularities in tenders of any particular holder, whether or not similar defects or irregularities are waived in the case of other holders. Neither we, the exchange agent, the trustee nor any other person will be under any duty to give notification of any defects or irregularities in tenders or will incur any liability for failure to give any such notification. Our interpretation of the terms and conditions of the exchange offer, including the letter of transmittal and its instructions, will be final and binding.

The method of delivery of all documents is at the election and risk of the tendering holder, and delivery will be deemed made only when actually received and confirmed by the exchange agent. If the delivery is by mail, it is recommended that registered mail properly insured with return receipt requested be used and that the mailing be made sufficiently in advance of the expiration date to permit delivery to the exchange agent prior to 9:00 a.m., New York City time, on the expiration date. As an alternative to delivery by mail, holders may wish to consider overnight or hand delivery service. In all cases, sufficient time should be allowed to ensure delivery to the exchange agent prior to 9:00 a.m., New York City time, on the expiration date. No letter of transmittal or other document should be sent to us. Beneficial owners may request their respective brokers, dealers, commercial banks, trust companies or nominees to effect the above transactions for them.

Book-Entry Transfer. The exchange agent will make a request to establish an account with respect to the original notes at DTC for purposes of the exchange offer within two business days after this prospectus is mailed to holders, and any financial institution that is a participant in DTC may make book-entry delivery of original notes by causing DTC to transfer the original notes into the exchange agent’s account at DTC in accordance with DTC’s procedures for transfer.

No Guaranteed Delivery Procedures. There are no guaranteed delivery procedures provided for by us in conjunction with the exchange offer. Holders of original notes must timely tender their notes in accordance with the procedures set forth herein.

 

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Terms and Conditions Contained in the Letter of Transmittal

The accompanying letter of transmittal contains, among other things, the following terms and conditions, which are part of the exchange offer.

The transferring party tendering original notes for exchange will be deemed to have exchanged, assigned and transferred the original notes to us and irrevocably constituted and appointed the exchange agent as the transferor’s agent and attorney-in-fact to cause the original notes to be assigned, transferred and exchanged. The transferor will be required to represent and warrant that it has full power and authority to tender, exchange, assign and transfer the original notes and to acquire exchange notes issuable upon the exchange of the tendered original notes and that, when the same are accepted for exchange, we will acquire good and unencumbered title to the tendered original notes, free and clear of all liens, restrictions (other than restrictions on transfer), charges and encumbrances and that the tendered original notes are not and will not be subject to any adverse claim. The transferor will be required to also agree that it will, upon request, execute and deliver any additional documents deemed by the exchange agent or us to be necessary or desirable to complete the exchange, assignment and transfer of tendered original notes. The transferor will be required to agree that acceptance of any tendered original notes by us and the issuance of exchange notes in exchange for tendered original notes will constitute performance in full by us of our obligations under the registration rights agreement and that we will have no further obligations or liabilities under the registration rights agreement, except in certain limited circumstances. All authority conferred by the transferor will survive the death, bankruptcy or incapacity of the transferor and every obligation of the transferor will be binding upon the heirs, legal representatives, successors, assigns, executors, administrators and trustees in bankruptcy of the transferor.

By tendering original notes and executing the accompanying letter of transmittal, the transferor certifies that:

 

  •  

it is not an affiliate of ours or our subsidiaries or, if the transferor is an affiliate of ours or our subsidiaries, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;

 

  •  

the exchange notes are being acquired in the ordinary course of business of the person receiving the exchange notes, whether or not the person is the registered holder;

 

  •  

the transferor has not entered into an arrangement or understanding with any other person to participate in the distribution, within the meaning of the Securities Act, of the exchange notes;

 

  •  

the transferor is not a broker-dealer who purchased the original notes for resale pursuant to an exemption under the Securities Act; and

 

  •  

the transferor will be able to trade the exchange notes acquired in the exchange offer without restriction under the Securities Act.

Each broker-dealer that receives exchange notes for its own account in exchange for original notes where such original notes were acquired by such broker-dealer as a result of market-making activities or other trading activities must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. See “Plan of Distribution.”

Withdrawal Rights

Original notes tendered pursuant to the exchange offer may be withdrawn at any time prior to the expiration date.

For a withdrawal to be effective, a written letter or facsimile transmission notice of withdrawal must be received by the exchange agent at its address set forth in the accompanying letter of transmittal not later than the expiration date or appropriate ATOP procedures must be followed. Any notice of withdrawal must specify the

 

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person named in the letter of transmittal as having tendered original notes to be withdrawn, the principal amount of original notes to be withdrawn, that the holder is withdrawing its election to have such original notes exchanged and the name of the registered holder of the original notes, and must be signed by the holder in the same manner as the original signature on the letter of transmittal, including any required signature guarantees, or be accompanied by evidence satisfactory to us that the person withdrawing the tender has succeeded to the ownership of the original notes being withdrawn. Properly withdrawn original notes may be retendered by following one of the procedures described under “—Procedures for Tendering Original Notes” above at any time on or prior to the expiration date. Any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn original notes and otherwise comply with the procedures of DTC. All questions as to the validity of notices of withdrawals, including time of receipt, will be determined by us, and will be final and binding on all parties.

Acceptance of Original Notes for Exchange; Delivery of Exchange Notes

Upon the terms and subject to the conditions of the exchange offer, the acceptance for exchange of original notes validly tendered and not withdrawn and the issuance of the exchange notes will be made on the exchange date. For purposes of the exchange offer, we will be deemed to have accepted for exchange validly tendered original notes when and if we have given written notice to the exchange agent.

The exchange agent will act as agent for the tendering holders of original notes for the purposes of receiving exchange notes from us and causing the original notes to be assigned, transferred and exchanged. Original notes tendered by book-entry transfer into the exchange agent’s account at DTC pursuant to the procedures described above will be credited to an account maintained by the holder with DTC for the original notes, promptly after withdrawal, rejection of tender or termination of the exchange offer.

Conditions to the Exchange Offer

Notwithstanding any other provision of the exchange offer, or any extension of the exchange offer, we will not be required to issue exchange notes in exchange for any properly tendered original notes not previously accepted and may terminate the exchange offer, by oral or written notice to the exchange agent and by timely public announcement communicated, unless otherwise required by applicable law or regulation, to PR Newswire or other wire service, or, at our option, modify or otherwise amend the exchange offer, if, in our reasonable determination:

 

  •  

there is threatened, instituted or pending any action or proceeding before, or any injunction, order or decree shall have been issued by, any court or governmental agency or other governmental regulatory or administrative agency or of the SEC:

 

  •  

seeking to restrain or prohibit the making or consummation of the exchange offer;

 

  •  

assessing or seeking any damages as a result thereof; or

 

  •  

resulting in a material delay in our ability to accept for exchange or exchange some or all of the original notes pursuant to the exchange offer; or

 

  •  

the exchange offer violates any applicable law or any applicable interpretation of the staff of the SEC.

These conditions are for our sole benefit and may be asserted by us with respect to all or any portion of the exchange offer regardless of the circumstances, including any action or inaction by us, giving rise to the condition or may be waived by us in whole or in part at any time or from time to time in our sole discretion. The failure by us at any time to exercise any of the foregoing rights will not be deemed a waiver of any right, and each right will be deemed an ongoing right that may be asserted at any time or from time to time. We reserve the right, notwithstanding the satisfaction of these conditions, to terminate or amend the exchange offer.

Any determination by us concerning the fulfillment or non-fulfillment of any conditions will be final and binding upon all parties.

 

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In addition, we will not accept for exchange any original notes tendered, and no exchange notes will be issued in exchange for any original notes, if at such time, any stop order has been issued or is threatened with respect to the registration statement of which this prospectus is a part, or with respect to the qualification of the indenture under which the original notes were issued under the Trust Indenture Act, as amended.

Exchange Agent

The Bank of New York Mellon has been appointed as the exchange agent for the exchange offer. Questions relating to the procedure for tendering, as well as requests for additional copies of this prospectus or the accompanying letter of transmittal, should be directed to the exchange agent addressed as follows:

 

By Registered or Certified Mail,
Overnight Courier or Hand Delivery:

    Facsimile
Transmission Number:		    Confirm by Telephone
or for Information:

The Bank of New York Mellon

    (732) 667-9408    (315) 414-3360

Corporate Trust Operations – Reorganization Unit

111 Sanders Creek Parkway

East Syracuse, New York 13057

Attention: Adam DeCapio

    Attn: Adam DeCapio
 		   

Delivery of the accompanying letter of transmittal to an address other than as set forth above, or transmission of instructions via facsimile other than as set forth above, will not constitute a valid delivery.

The exchange agent also acts as trustee under the indenture under which the original notes were issued and the exchange notes will be issued.

Solicitation of Tenders; Expenses

We have not retained any dealer-manager or similar agent in connection with the exchange offer and we will not make any payments to brokers, dealers or others for soliciting acceptances of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and will reimburse it for actual and reasonable out-of-pocket expenses. The expenses to be incurred in connection with the exchange offer, including the fees and expenses of the exchange agent and printing, accounting and legal fees, will be paid by us.

No person has been authorized to give any information or to make any representations in connection with the exchange offer other than those contained in this prospectus. If given or made, the information or representations should not be relied upon as having been authorized by us. Neither the delivery of this prospectus nor any exchange made in the exchange offer will, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or any earlier date as of which information is given in this prospectus.

The exchange offer is not being made to, nor will tenders be accepted from or on behalf of, holders of original notes in any jurisdiction in which the making of the exchange offer or the acceptance would not be in compliance with the laws of the jurisdiction. However, we may, at our discretion, take any action as we may deem necessary to make the exchange offer in any jurisdiction. In any jurisdiction where its securities laws or blue sky laws require the exchange offer to be made by a licensed broker or dealer, the exchange offer is being made on our behalf by one or more registered brokers or dealers licensed under the laws of the jurisdiction.

Appraisal Rights

You will not have dissenters’ rights or appraisal rights in connection with the exchange offer.

Transfer Taxes

If you tender your original notes, you will not be obligated to pay any transfer taxes in connection with the exchange offer unless you instruct us to register exchange notes in the name of, or request original notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered holder, in which case you will be responsible for the payment of any applicable transfer tax.

 

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Income Tax Considerations

We advise you to consult your own tax advisers as to your particular circumstances and the effects of any state, local or foreign tax laws to which you may be subject.

The discussion herein is based upon the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations, rulings and judicial decisions thereunder, in each case as in effect on the date of this prospectus, all of which are subject to change.

The exchange of an original note for an exchange note will not constitute a taxable exchange. The exchange will not result in taxable income, gain or loss being recognized by you or by us. Immediately after the exchange, you will have the same adjusted basis and holding period in each exchange note received as you had immediately prior to the exchange in the corresponding original note surrendered. See “Certain U.S. Federal Income Tax Considerations” for more information.

Consequences of Failure to Exchange

As a consequence of the offer or sale of the original notes pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws, holders of original notes who do not exchange original notes for exchange notes in the exchange offer will continue to be subject to the restrictions on transfer of the original notes and will not be fully fungible with the existing notes. In general, the original notes may not be offered or sold unless such offers and sales are registered under the Securities Act, or exempt from, or not subject to, the registration requirements of the Securities Act and applicable state securities laws.

Upon completion of the exchange offer, due to the restrictions on transfer of the original notes and the absence of similar restrictions applicable to the exchange notes, it is highly likely that the market, if any, for original notes will be less liquid than the market for exchange notes. Consequently, holders of original notes who do not participate in the exchange offer could experience significant diminution in the value of their original notes compared to the value of the exchange notes.

 

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RATIO OF EARNINGS TO FIXED CHARGES

 

     Three Months
Ended March 31,		      For the Years Ended December 31,  
     2013      2012      2011      2010      2009      2008  

Ratio of Earnings to Fixed Charges

      3.34         3.03         2.11         1.86         1.56         —   (1) 

 

(1) In 2008, we incurred $525.9 million of pre-tax impairment charges related to goodwill, franchise rights, other intangible assets and property and equipment. As a result of these impairment charges, our earnings for 2008 were inadequate to cover fixed charges (as calculated below) by $466.5 million.

For purposes of the ratio above:

The term “fixed charges” means the sum of: (i) interest expensed and capitalized, (ii) amortized premiums, discounts and capitalized expenses related to indebtedness, and (iii) an estimate of the interest within rental expense.

The term “earnings” means the sum of: (i) pre-tax income from continuing operations; (ii) fixed charges; and (iii) amortization of capitalized interest, less interest capitalized.

We have not had any shares of preferred stock outstanding during any of these periods, and have not paid any preferred stock dividends. Therefore, our ratios of earnings to combined fixed charges and preferred dividends are the same as the ratios above.

 

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USE OF PROCEEDS

The exchange offer is intended to satisfy our obligations under the registration rights agreement relating to the original notes. We will not receive any cash proceeds from the issuance of the exchange notes. In consideration for issuing the exchange notes as contemplated in this prospectus, we will receive, in exchange, an equal principal amount of outstanding original notes. The form and terms of the exchange notes are identical in all material respects to the form and terms of the original notes, except with respect to the transfer restrictions and registration rights and related special interest provisions relating to the original notes. The original notes surrendered in exchange for the exchange notes will be retired and cannot be reissued.

 

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CAPITALIZATION

The following table sets forth our consolidated cash and cash equivalents and capitalization as of March 31, 2013:

 

  •  

on an actual basis; and

 

  •  

on an as adjusted basis giving effect to the sale of the original notes.

You should read this table in conjunction with our consolidated financial statements and the related notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012 and in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, which are incorporated by reference herein.

 

     As of March 31, 2013  
         Actual             As Adjusted      
    

(in millions, except share

and per share data)

  

Cash and cash equivalents(1)

    $ 0.1      $ 108.4   
  

 

 

    

 

 

  

Long-term debt (including current maturities(2)):

     

Mortgage notes payable bearing interest at fixed and variable rates

      130.3        130.3   

Senior Credit Facility(3)

      —          —     

Capital lease obligations

      3.8        3.8   

7.625% Senior Subordinated Notes due 2017

      143.2        143.2   

8.375% Senior Subordinated Notes due 2020

      200.0        300.0   
  

 

 

    

 

 

  

Long-term debt

      477.3        577.3   

Shareholders’ equity:

     

Preferred stock, par value $0.01 per share, 10,000,000 shares authorized; no shares issued or outstanding

      —          —     

Common stock, par value $0.01 per share, 90,000,000 shares authorized; 40,062,653 shares issued, including shares held in treasury

      0.4        0.4   

Additional paid-in capital

      503.6        503.6   

Retained earnings

      86.9        86.9   

Treasury stock, at cost; 8,835,812 shares held

      (161.0 )      (161.0 ) 

Accumulated other comprehensive loss

      (0.9 )      (0.9 ) 
  

 

 

    

 

 

  

Total shareholders’ equity

      429.0        429.0   
  

 

 

    

 

 

  

Total capitalization

    $ 906.3      $ 1,006.3   
  

 

 

    

 

 

  

 

(1) Cash and cash equivalents, as adjusted, reflects the issuance of the $100.0 million of original notes at 109.750% of the principal amount, resulting in $108.3 million of net proceeds, after deduction of the initial purchasers’ discounts and estimated offering expenses, and that all proceeds are held for general corporate purposes. We may use the proceeds from such offering, together with cash on hand or available borrowings under various credit or mortgage facilities, to redeem our outstanding 7.625% Notes. If and to the extent we do so through the use of cash on hand, there would be a corresponding reduction in cash and cash equivalents.
(2) Does not include floor plan notes payable of $524.0 million, which reflect amounts payable for purchases of specific vehicle inventories.
(3) The Revolving Credit Facility component of our Senior Credit Facility provides for aggregate borrowings of up to $175.0 million, subject to a borrowing base.

 

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DESCRIPTION OF OTHER INDEBTEDNESS

Senior Credit Facility

In October 2011, we entered into a senior secured credit agreement with Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, N.A., as co-syndication agents, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as sole lead arranger and sole book manager, and the other lenders party thereto (the “Senior Credit Agreement”).

The Senior Credit Agreement provides for a credit facility consisting of a (i) $175.0 million revolving credit facility (the “Revolving Credit Facility”) with a $50.0 million sublimit for letters of credit, (ii) $625.0 million new vehicle revolving floorplan facility (the “New Vehicle Floorplan Facility”), and (iii) $100.0 million used vehicle revolving floorplan facility (the “Used Vehicle Floorplan Facility” and, together with the Revolving Credit Facility and the New Vehicle Floorplan Facility, the “Senior Credit Facility”), in each case subject to limitations on borrowing availability as set out in the Senior Credit Agreement. Subject to the compliance with certain conditions, the Senior Credit Agreement provides that the Company and its dealership subsidiaries that are borrowers under the Senior Credit Facility (collectively, the “Borrowers”) have the ability, at their option and subject to the receipt of additional commitments from existing or new lenders, to increase the size of the Revolving Credit Facility by up to $50.0 million without lender consent. The Senior Credit Agreement also provides that the Borrowers have the ability, at their option and subject to the receipt of additional commitments from existing or new lenders, to increase the size of the New Vehicle Floorplan Facility and the Used Vehicle Floorplan Facility by up to $225.0 million in the aggregate without lender consent and also subject to the compliance with certain conditions. In conjunction with the New Vehicle Floorplan Facility, we established an account with Bank of America that allows us to transfer cash to an account as an offset to floor plan notes payable (a “floor plan offset account”). These transfers reduce the amount of outstanding new vehicle floor plan notes payable that would otherwise accrue interest, while retaining the ability to transfer amounts from the offset account into our operating cash accounts within one to two days.

Proceeds from borrowings from time to time under the (i) Revolving Credit Facility may be used for, among other things, acquisitions, working capital and capital expenditures; (ii) New Vehicle Floorplan Facility may be used to finance the acquisition of new vehicle inventory and to refinance new vehicle inventory at acquired dealerships; and (iii) Used Vehicle Floorplan Facility may be used to finance the acquisition of used vehicle inventory and for, among other things, other working capital and capital expenditures, as well as to refinance used vehicles.

Borrowings under the Revolving Credit Facility bear interest, at the option of the Company, based on the London Interbank Offered Rate (“LIBOR”) plus 1.75% to 2.75%, or the Base Rate (as described below) plus 0.75% to 1.75%, in each case based on the Company’s total lease adjusted leverage ratio (as defined in the Senior Credit Agreement). The Base Rate is the highest of (i) the Bank of America prime rate, (ii) the Federal Funds rate plus 0.50%, and (iii) one month LIBOR plus 1.0%.

Borrowings under the New Vehicle Floorplan Facility bear interest, at the option of the Company, based on LIBOR plus 1.5% or the Base Rate plus 0.50%. Borrowings under the Used Vehicle Floorplan Facility bear interest, at the option of the Company, based on LIBOR plus 1.75% or the Base Rate plus 0.75%.

In addition to the payment of interest on borrowings outstanding under the Senior Credit Facility, the Borrowers are required to pay a commitment fee on the total commitments under the Senior Credit Facility. The fee for commitments under the Revolving Credit Facility ranges from 0.30% to 0.50% per annum, based on the Company’s total lease adjusted leverage ratio. The fees for commitments under the New Vehicle Facility Floorplan and the Used Vehicle Facility Floorplan are 0.20% per annum and 0.25% per annum, respectively. The fees are payable quarterly. The Senior Credit Facility matures, and all amounts outstanding thereunder will be due and payable, on October 14, 2016.

 

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The representations and covenants contained in the Senior Credit Agreement are customary for financing transactions of this nature including, among others, a requirement to comply with a minimum consolidated current ratio and consolidated fixed charge coverage ratio (each as defined in the Senior Credit Agreement) and a maximum consolidated total lease adjusted leverage ratio, in each case as set out in the Senior Credit Agreement. In addition, certain other covenants could restrict the Company’s ability to incur additional debt, pay dividends or acquire or dispose of assets.

The Senior Credit Agreement also provides for events of default that are customary for financing transactions of this nature, including cross-defaults to other material indebtedness. In certain instances, an event of default under either the Revolving Credit Facility or the Used Vehicle Floorplan Facility could be, or result in, an event of default under the New Vehicle Floorplan Facility, and vice versa. Upon the occurrence of an event of default, the Company could be required to immediately repay all amounts outstanding under the applicable facility.

The obligations under the Senior Credit Facility are guaranteed by each existing, and will be guaranteed by each future, direct and indirect domestic subsidiary of the Company, other than, at the option of the Company, any immaterial subsidiary. The New and Used Vehicle Floorplan Facilities are each also guaranteed by the Company. The obligations under each of the Revolving Credit Facility and the Used Vehicle Floorplan Facility are collateralized by liens on substantially all of the present and future assets, other than real property, of the Company and the guarantors. The obligations under the New Vehicle Floorplan Facility are collateralized by liens on substantially all of the present and future assets, other than real property, of the borrowers under the New Vehicle Floorplan Facility.

Other Floor Plan Financing Facilities

In addition to the New Vehicle Floorplan Facility and Used Vehicle Floorplan Facility, which are components of our Senior Credit Facility, we also have a floor plan facility with Ford to purchase new Ford and Lincoln vehicle inventory, as well as facilities with certain other manufacturers for loaner vehicles. Neither our floor plan facility with Ford nor our facilities for loaner vehicles have stated borrowing limitations.

Borrowings under these other floor plan financing facilities accrue interest at rates ranging from approximately 0.25% below the prime rate to 1.50% above the prime rate, with some floor plan financing facilities establishing specific prime rate or LIBOR minimums.

Under the terms of the collateral documents entered into with the lenders under these other floor plan financing facilities, we and all of our dealership subsidiaries have granted security interests in the vehicle inventory financed under the respective floor plan facilities, as well as the proceeds from the sale of such vehicles, and certain other collateral.

Regardless of whether borrowings are under our Senior Credit Facility or one of our other floor plan financing facilities, we consider floor plan notes payable to a party that is affiliated with the entity from which we purchase our new vehicle inventory “Floor plan notes payable—trade” and all other floor plan notes payable “Floor plan notes payable—non-trade.” As of March 31, 2013, we had $60.6 million of floor plan notes payable—trade and $463.4 million of floor plan notes payable—non-trade outstanding, including amounts classified as Liabilities Associated with Assets Held for Sale. For a more detailed discussion of our floor plan notes payable, see “Management’s Discussion and Analysis of Financial Condition and Results of Operation—Liquidity” in our Quarterly Report on Form 10-Q for the three months ended March 31, 2013, which is incorporated by reference herein.

 

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Mortgage Notes Payable

We have a master loan agreement with Wells Fargo Bank, National Association, successor by merger to Wachovia Bank, National Association, and Wachovia Financial Services, Inc., a North Carolina corporation (together referred to as “Wachovia”, and the master loan agreement being referred to as the “Wachovia Master Loan Agreement”). Pursuant to the Wachovia Master Loan Agreement, Wachovia has extended credit to one of our subsidiaries through a loan guaranteed by us (the “Wachovia Mortgage”). The Wachovia Mortgage is secured by the related underlying property and bears interest at 1-month LIBOR plus 3.6%. We are required to make monthly principal payments based on a straight-line twenty year amortization schedule, with balloon repayment of the outstanding principal amount due in November 2015. As of March 31, 2013, the principal amount of the Wachovia Mortgage included on our unaudited condensed consolidated balance sheet included in our Quarterly Report on Form 10-Q for the three months ended March 31, 2013, which is incorporated by reference herein, was $19.4 million. This obligation is collateralized by the related real estate with a carrying value of $35.2 million as of March 31, 2013.

The Wachovia Master Loan Agreement contains customary events of default, including, change of control, non-payment of obligations and cross-defaults. We are also subject to financial covenants under the terms of the guarantees related to the Wachovia Master Loan Agreement. Upon an event of default, Wachovia may, among other things, (i) accelerate the Wachovia Mortgages; (ii) opt to have the principal amount outstanding under the Wachovia Mortgages bear interest at 1-month LIBOR plus 6.6% from the time it chooses to accelerate the repayment of the Wachovia Mortgages until the Wachovia Mortgages are paid in full; and (iii) foreclose on and sell some or all of the properties underlying the Wachovia Mortgages; and cause a cross-default on certain of our other debt obligations.

The Wachovia Master Loan Agreement contains customary representations and warranties, and the guarantees under such agreements contain negative covenants by our subsidiaries who are borrowers thereunder, including, among other things, covenants not to, with permitted exceptions, (i) incur additional debt; (ii) create additional liens on the Property (as defined in the Wachovia Master Loan Agreement); and (iii) enter into any sale-leaseback transactions in connection with the underlying properties.

In addition to the mortgages described above, at March 31, 2013 we had thirteen real estate mortgage notes payable totaling $110.9 million. These obligations mature between November 2015 and March 2023 and were collateralized by the related real estate with a carrying value of $137.0 million at March 31, 2013.

8.375% Senior Subordinated Notes due 2020

As of June 21, 2013, we had $300.0 million of the existing notes and the original notes outstanding. For a description of the material terms and conditions of the notes, see “Description of the Notes.”

7.625% Senior Subordinated Notes due 2017

We had $143.2 million in aggregate principal amount of our 7.625% Notes outstanding as of March 31, 2013. We pay interest on the 7.625% Notes on March 15 and September 15 of each year until their maturity on March 15, 2017. We have the right, at our option, to redeem all or a portion of these notes at a redemption price equal to 102.542% of the aggregate principal amount of the 7.625% Notes plus accrued but unpaid interest. The redemption price is reduced on each subsequent March 15 by approximately 1.3% until the price reaches 100% of the aggregate principal amount plus accrued and unpaid interest on March 15, 2015 and thereafter.

Our 7.625% Notes are fully and unconditionally guaranteed, on a joint-and-several basis, by all of our current wholly-owned subsidiaries and will be so guaranteed by all of our future domestic subsidiaries that have outstanding, incur or guarantee any other indebtedness. The terms of our 7.625% Notes, in certain circumstances, restrict our ability to, among other things, incur additional indebtedness, pay dividends, repurchase our common stock and merge or sell all or substantially all our assets.

 

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DESCRIPTION OF THE NOTES

The following description is a summary of the material provisions of the indenture. It does not restate those agreements in their entirety. We urge you to read the indenture because it, and not this description, defines your rights as holders of the notes. Copies of the indenture are available as set forth under “—Additional Information.” Certain defined terms used in this description but not defined below under “—Certain Definitions” have the meanings assigned to them in the indenture (as defined below). In this description, “Asbury,” “we,” “our” and “us” refer only to Asbury Automotive Group, Inc. and not to any of its Subsidiaries.

On November 16, 2010, Asbury issued $200.0 million principal amount of its 8.375% senior subordinated notes due 2020 (the “existing notes”) under an indenture, dated as of November 16, 2010, by and among Asbury, the guarantors party thereto and The Bank of New York Mellon, as trustee (as amended, supplemented or modified prior to the issuance of the original notes, the “base indenture”). The original notes were issued under the base indenture, as further supplemented by a supplemental indenture, dated as of June 20, 2013 (the “supplemental indenture” and, together with the base indenture, the “indenture”), in a private transaction that is not subject to the registration requirements of the Securities Act. The terms of the notes include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939, as amended.

Unless the context otherwise requires, for all purposes of the indenture and this “Description of the Notes,” references to the notes include the original notes, the existing notes, the exchange notes and any Additional Notes (as defined below) actually issued.

The existing notes are free of transfer restrictions under the Securities Act (other than to the extent any of the existing notes are deemed to be held by our affiliates). Accordingly, the original notes have been issued under a different CUSIP number than the existing notes. Following the consummation of this exchange offer, it is expected that the exchange notes and the existing notes will have the same CUSIP number and will be fully fungible with each other.

References in this “Description of the Notes” to the “Issue Date” mean November 16, 2010, the date on which the existing notes were issued. The indenture allows for Asbury to issue an unlimited principal amount of additional notes having substantially identical terms and conditions as the notes (the “Additional Notes”), subject to compliance with the covenant described under the subheading “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock.” The original notes, the existing notes, the exchange notes and any Additional Notes subsequently issued under the indenture will rank equally and will be treated as a single class for all purposes under the indenture, including, without limitation, waivers, amendments, offers to purchase, redemptions and consents.

The registered Holder of a note is treated as the owner of it for all purposes. Only registered Holders have rights under the indenture.

Brief Description of the Notes and the Guarantees

The Notes

The notes:

 

  •  

are general unsecured senior subordinated obligations of Asbury;

 

  •  

are subordinated in right of payment to all existing and future Senior Debt of Asbury, including borrowings under the Credit Agreement and Floor Plan Facilities;

 

  •  

rank pari passu in right of payment with all existing and future Senior Subordinated Indebtedness of Asbury, including Asbury’s 7.625% Senior Subordinated Notes due 2017;

 

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  •  

are effectively junior to all existing and future liabilities, including trade payables, of Asbury’s non-guarantor Subsidiaries;

 

  •  

are unconditionally guaranteed on a senior subordinated basis by the Guarantors;

 

  •  

are limited to an aggregate principal amount of $300,000,000, except as set forth below under “—Principal, Maturity and Interest;

 

  •  

mature on November 15, 2020 (the “maturity date”), unless earlier redeemed;

 

  •  

will be issued in denominations of $2,000 and integral multiples of $1,000 in excess thereof; and

 

  •  

will be represented by one or more registered notes in global form, but in certain limited circumstances may be represented by notes in definitive form.

The Guarantees

The notes are guaranteed by all of Asbury’s current Restricted Subsidiaries, with certain exceptions.

Each guarantee of the notes:

 

  •  

is a general unsecured senior subordinated obligation of the Guarantor;

 

  •  

is subordinated in right of payment to all existing and future Senior Debt of that Guarantor; and

 

  •  

ranks pari passu in right of payment with such Guarantor’s Guarantee of the existing notes and all existing and future Senior Subordinated Indebtedness of that Guarantor.

As of March 31, 2013, on a pro forma basis giving effect to the completion of offering of the original notes, Asbury would have had:

 

  •  

$658.1 million of Senior Debt, including borrowings under the Credit Agreement and Floor Plan Facilities;

 

  •  

$443.2 million of Senior Subordinated Indebtedness, consisting of $300.0 million of notes and $143.2 million of 7.625% Senior Subordinated Notes due 2017; and

 

  •  

no subordinated indebtedness;

and on the same pro forma basis, the Guarantors would have had:

 

  •  

$658.1 million of Senior Debt;

 

  •  

$443.2 million of senior subordinated guarantees, representing guarantees of the Senior Subordinated Indebtedness of Asbury, including the original notes; and

 

  •  

no subordinated indebtedness.

As indicated above and as discussed in detail below under the caption “—Subordination,” payments on the notes and under the guarantees are subordinated to the payment of Senior Debt. The indenture permits both Asbury and its Restricted Subsidiaries, subject to certain restrictions, to incur additional debt, including Senior Debt.

As of the date of this prospectus, substantially all of Asbury’s Restricted Subsidiaries guaranteed the notes. All of our future Subsidiaries may not be obligated to guarantee the notes. In the event of a bankruptcy, liquidation or reorganization of any of these non-guarantor Subsidiaries, the non-guarantor Subsidiaries will pay the holders of their debt and their trade creditors before they will be able to distribute any of their assets to us.

As of the date of this prospectus, all of Asbury’s Subsidiaries were “Restricted Subsidiaries.” However, under the circumstances described below under the subheading “—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries,” we will be permitted to designate certain of our Subsidiaries, including

 

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those currently designated as Restricted Subsidiaries, as “Unrestricted Subsidiaries.” Our Unrestricted Subsidiaries will not be subject to the restrictive covenants in the indenture and will not guarantee the notes. See “Risk Factors—Claims of creditors of all of our non-guarantor subsidiaries will have priority over the assets and earnings of those subsidiaries over you as a holder of the notes.”

Principal, Maturity and Interest

As of the date of this prospectus, there was issued and outstanding a total principal amount of $300.0 million of notes, of which $200.0 million are the existing notes and $100.0 million are the original notes. Asbury may issue Additional Notes under the indenture from time to time. Any issuance of Additional Notes will be subject to the covenant described below under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock.” The notes and any Additional Notes subsequently issued under the indenture will rank equally and will be treated as a single class for all purposes under the indenture, including, without limitation, waivers, amendments, offers to purchase, redemptions and consents. Asbury issued notes in denominations of $2,000 and integral multiples of $ 1,000 in excess thereof. The notes mature on November 15, 2020.

Interest on the notes accrues at the rate of 8.375% per annum and is payable semiannually in arrears on May 15 and November 15 of each year. Asbury will make each semi-annual interest payment to the Holders of record on the immediately preceding May 1 and November 1.

Interest on the original notes accrues and on the exchange notes will accrue from May 15, 2013, the date interest was most recently paid on the existing notes. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Methods of Receiving Payments on the Notes

Asbury will pay the principal of, and interest on, notes in global form registered in the name of or held by The Depository Trust Company (“DTC”) or its nominee in immediately available funds to DTC or its nominee, as the case may be, as the registered holder of such global notes. In the event certificated notes are issued, payments on notes will be made at the office or agency of the paying agent and registrar (which will initially be the corporate trust office of the trustee) unless Asbury elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holders. If a Holder of certificated notes has given wire transfer instructions to Asbury, Asbury will pay all principal, interest and premium and Special Interest, if any, on that Holder’s notes in accordance with those instructions.

Paying Agent and Registrar for the Notes

The trustee under the indenture is acting as paying agent and registrar for the notes. Asbury may change the paying agent or registrar without prior notice to the Holders of the notes, and Asbury or any of its Restricted Subsidiaries may act as paying agent or registrar.

Transfer and Exchange

A Holder may transfer or exchange notes in accordance with the indenture. The registrar and the trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents in connection with a transfer of notes. No service charge will be imposed by Asbury, the trustee or the registrar for any registration of transfer or exchange of notes, but Asbury may require a holder to pay a sum sufficient to cover any transfer tax or other similar governmental charge required by law or permitted by the indenture. Asbury is not required to transfer or exchange any note selected for redemption. Also, Asbury is not required to transfer or exchange any note for a period of 15 days before a selection of notes to be redeemed.

 

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Subsidiary Guarantees

The notes are guaranteed by each of Asbury’s current Subsidiaries and will be guaranteed by each of Asbury’s future Domestic Subsidiaries which incurs, has outstanding or guarantees any Indebtedness, with certain exceptions. Subject to the conditions described below, the Guarantors will, jointly and severally, unconditionally guarantee on an unsecured and senior subordinated basis the performance and punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all obligations of Asbury under the indenture and the notes, whether for principal of or premium, if any, or interest on the notes or otherwise. The Guarantors will also pay, on an unsecured and senior subordinated basis and in addition to the amount stated above, any and all expenses (including counsel fees and expenses) incurred by the trustee under the indenture in enforcing any rights under a Subsidiary Guarantee with respect to a Guarantor. Each Subsidiary Guarantee will be subordinated to the prior payment in full of all Senior Debt of that Guarantor on the same basis as the notes are subordinated to the Senior Debt of Asbury. The obligations of each Guarantor under its Subsidiary Guarantee will be limited as necessary to prevent that Subsidiary Guarantee from constituting a fraudulent conveyance under applicable law. See “Risk Factors —Federal and state statutes allow courts, under specific circumstances, to avoid guarantees and require note holders to return payments received from guarantors.” Except as described below under “—Repurchase at the Option of Holders—Asset Sales” and “—Certain Covenants—Merger, Consolidation or Sale of Assets,” the indenture does not restrict Asbury from selling or otherwise disposing of its direct or indirect Equity Interests in the Guarantors.

A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person, other than Asbury or another Guarantor, unless:

 

  (1) immediately after giving effect to that transaction, no Default exists; and

 

  (2) either:

 

  (a) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under the indenture, its Subsidiary Guarantee and the registration rights agreement (if such Subsidiary Guarantor’s registration obligations have not been completed) pursuant to a supplemental indenture and completes all other required documentation; or

 

  (b) the Net Proceeds of such sale or disposition are applied in accordance with the applicable provisions of the indenture.

The Subsidiary Guarantee of a Guarantor will be released and the Guarantor will be released of all obligations under its Guarantee:

 

  (1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) either Asbury or a Guarantor; or

 

  (2) in connection with any sale of all of the Capital Stock of a Guarantor to a Person that is not (either before or after giving effect to such transaction) either Asbury or a Guarantor; or

 

  (3) if such Guarantor ceases to guarantee other Indebtedness of Asbury or another Guarantor and otherwise has no outstanding Indebtedness; or

 

  (4) upon the Legal Defeasance or Covenant Defeasance of the notes in accordance with the terms of the indenture; or

 

  (5) if Asbury designates such Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of the indenture.

 

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See “—Repurchase at the Option of Holders—Asset Sales,” “—Legal Defeasance and Covenant Defeasance” and “—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries.”

Any Domestic Subsidiary of Asbury (with assets in excess of $1,000) which incurs, has outstanding or guarantees any Indebtedness will, within 15 days of such incurrence or guarantee (or, if the Domestic Subsidiary has outstanding or guarantees Indebtedness at the time of its creation or acquisition, at the time of such creation or acquisition), become a Guarantor and execute and deliver to the trustee a supplemental indenture pursuant to which such Subsidiary will agree to guarantee Asbury’s obligations under the notes.

Subordination

Senior Debt versus Notes

The payment of principal of or interest and premium and Special Interest, if any, on the notes is subordinated to the prior payment in full of all Senior Debt of Asbury, including Senior Debt incurred after the date of the indenture.

The holders of Senior Debt will be entitled to receive payment in full of all Obligations due in respect of Senior Debt (including interest after the commencement of any bankruptcy proceeding at the rate specified in the applicable Senior Debt) before the Holders of notes will be entitled to receive any payment with respect to the notes (except that Holders of notes may receive and retain Permitted Junior Securities and payments made from the trust, if any, as described under “—Legal Defeasance and Covenant Defeasance” to the extent permitted thereby), in the event of any distribution to creditors of Asbury:

 

  (1) in a liquidation or dissolution of Asbury;

 

  (2) in a bankruptcy reorganization, insolvency, receivership or similar proceeding relating to Asbury or its property;

 

  (3) in an assignment for the benefit of creditors; or

 

  (4) in any marshaling of Asbury’s assets and liabilities.

Liabilities of Subsidiaries versus Notes

As of the date of this prospectus, substantially all of Asbury’s Subsidiaries guarantee the notes. Not all of Asbury’s future Subsidiaries will be obligated to guarantee the notes. Claims of creditors of such non-guarantor Subsidiaries, including trade creditors holding indebtedness or guarantees issued by such non-guarantor Subsidiaries, generally will effectively have priority with respect to the assets and earnings of such non-guarantor Subsidiaries over the claims of Asbury’s creditors, including holders of the notes, even if such claims do not constitute Senior Debt. Accordingly, the notes will be effectively subordinated to creditors (including trade creditors) and preferred stockholders, if any, of such non-guarantor Subsidiaries. See “Risk Factors—Claims of creditors of all of our non-guarantor subsidiaries will have priority over the assets and earnings of those subsidiaries over you as a holder of the notes.” Moreover, the indenture does not impose any limitation on the incurrence by Subsidiaries of liabilities that are not considered Indebtedness or preferred stock under the indenture. See “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock.”

Other Senior Subordinated Indebtedness versus Notes

Only Indebtedness of Asbury or any of its Subsidiaries that is Senior Debt of such Person will rank senior to the notes or the relevant Subsidiary Guarantee, as the case may be, in accordance with the provisions of the indenture. The notes and each Subsidiary Guarantee will in all respects rank pari passu with all other Senior Subordinated Indebtedness of Asbury and the relevant Subsidiary, respectively.

 

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Asbury and the Guarantors agreed in the indenture that Asbury and such Guarantors will not incur, directly or indirectly, any Indebtedness that is contractually subordinate or junior in right of payment to Asbury’s Senior Debt, or the Senior Debt of such Guarantors, unless such Indebtedness is Senior Subordinated Indebtedness of such Person or is expressly subordinated in right of payment to Senior Subordinated Indebtedness of such Person. The indenture provides that unsecured Indebtedness is not subordinated or junior to Secured Indebtedness merely because it is unsecured.

Asbury also may not make any payment in respect of the notes (except in the form of Permitted Junior Securities or from the trust described under “—Legal Defeasance and Covenant Defeasance” when permitted thereby) if:

 

  (1) a payment default on Designated Senior Debt occurs and is continuing beyond any applicable grace period; or

 

  (2) any other default occurs and is continuing on any series of Designated Senior Debt that permits holders of that series of Designated Senior Debt to accelerate its maturity, and the trustee receives a notice of such default (a “Payment Blockage Notice”) from Asbury or the requisite holders of such series of Designated Senior Debt.

Payments on the notes will be resumed at the first to occur of the following:

 

  (1) in the case of a payment default, upon the date on which such default is cured or waived; and

 

  (2) in the case of a nonpayment default, upon the earlier of the date on which such nonpayment default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received unless the maturity of any Designated Senior Debt has been accelerated.

No new Payment Blockage Notice may be delivered unless and until:

 

  (1) 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice; and

 

  (2) all scheduled payments of principal, interest and premium and Special Interest, if any, on the notes that have come due have been paid in full in cash.

The failure to make any payment on the notes by reason of the subordination provisions of the indenture will not be construed as preventing the occurrence of an Event of Default with respect to the notes by reason of the failure to make a required payment. Upon termination of any period of payment blockage, Asbury will be required to resume making any and all required payments under the notes, including any missed payments. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the trustee will be, or be made, the basis for a subsequent Payment Blockage Notice.

If the trustee or any Holder of the notes receives a payment in respect of the notes (except in Permitted Junior Securities or from the trust described under “—Legal Defeasance and Covenant Defeasance”) when:

 

  (1) the payment is prohibited by these subordination provisions; and

 

  (2) the trustee or the Holder has actual knowledge that the payment is prohibited;

the trustee or the Holder, as the case may be, will hold the payment in trust for the benefit of the holders of Senior Debt. Upon the proper written request of the holders of Senior Debt, the trustee or the Holder, as the case may be, will deliver the amounts in trust to the holders of Senior Debt or their proper representative.

Asbury must promptly notify holders of Senior Debt if payment of the notes is accelerated because of an Event of Default.

 

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As a result of the subordination provisions described above, in the event of a bankruptcy, liquidation or reorganization of Asbury, Holders of notes may recover less ratably than creditors of Asbury who are holders of Senior Debt. See “Risk Factors—Your right to receive payments on the exchange notes is junior to our existing and future senior indebtedness and the existing and future senior indebtedness of our guarantors.”

“Designated Senior Debt” means:

 

  (1) any Obligations outstanding under the Credit Agreement and Floor Plan Facilities; or

 

  (2) after payment in full of all Obligations under the Credit Agreement and Floor Plan Facilities, any other Senior Debt permitted under the indenture, the principal amount of which is $25.0 million or more and that has been designated by Asbury as “Designated Senior Debt.”

“Permitted Junior Securities” means:

 

  (1) Equity Interests in Asbury or any Guarantor; or

 

  (2) debt securities that are subordinated to all Senior Debt (and any debt securities issued in exchange for Senior Debt) to substantially the same extent as, or to a greater extent than, the notes and the Subsidiary Guarantees are subordinated to Senior Debt under the indenture governing the notes.

“Senior Debt” means:

 

  (1) all Indebtedness of Asbury or any Guarantor outstanding under Credit Facilities, and all Hedging Obligations with respect thereto, and under Floor Plan Facilities;

 

  (2) any other Indebtedness of Asbury or any Guarantor permitted to be incurred under the terms of the indenture; and

 

  (3) all Obligations with respect to the items listed in the preceding clauses (1) and (2),

 

       unless, in the case of clauses (1) and (2), the instrument under which such Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to the notes or any Subsidiary Guarantee, as the case may be.

Notwithstanding anything to the contrary in the preceding, Senior Debt will not include:

 

  (1) any liability for federal, state, local or other taxes owed or owing by Asbury;

 

  (2) any intercompany Indebtedness of Asbury or any of its Subsidiaries to Asbury or any of its Affiliates;

 

  (3) any trade payables; or

 

  (4) the portion of any Indebtedness that is incurred in violation of the indenture.

Optional Redemption

At any time prior to November 15, 2013, Asbury may at its option on any one or more occasions redeem notes (which includes Additional Notes, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of notes (which includes Additional Notes, if any) issued under the indenture at a redemption price of 108.375% of the principal amount, plus accrued and unpaid interest and Special Interest, if any, to the redemption date, with the net cash proceeds from one or more Equity Offerings; provided that:

 

  (1) at least 65% of the aggregate principal amount of notes (which includes Additional Notes, if any) issued under the indenture remains outstanding immediately after the redemption (excluding any notes held by Asbury or any of its Subsidiaries or Affiliates); and

 

  (2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.

At any time prior to November 15, 2015, Asbury is entitled at its option to redeem all or a portion of the notes, upon not less than 30 nor more than 60 days prior notice, at a redemption price equal to 100% of the principal amount of the notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Special Interest, if any, to, the date of redemption (the “Redemption Date”).

 

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“Applicable Premium” means, with respect to a note at any Redemption Date, the greater of (i) 1.0% of the principal amount of such note and (ii) the excess of (A) the present value at such time of (1) the redemption price of such note at November 15, 2015 (such redemption price as described in the table below) plus (2) all required interest payments due on such note through November 15, 2015 computed, in both cases, using a discount rate equal to the Treasury Rate plus 50 basis points, over, (B) the principal amount of such note.

“Treasury Rate” means the yield to maturity at a time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) which has become publicly available at least two business days prior to the Redemption Date (or, if such Statistical Release is no longer published, any publicly available source similar market data)) most nearly equal to the period from the Redemption Date to November 15, 2015; provided, however, that if the period from the Redemption Date to November 15, 2015 is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from the Redemption Date to November 15, 2015 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.

On and after November 15, 2015, Asbury will be entitled at its option to redeem all or a portion of the notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Special Interest, if any, on the notes redeemed, to the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period beginning on November 15 of the years indicated below:

 

Year

    Percentage  

2015

      104.188 % 

2016

      102.792 % 

2017

      101.396 % 

2018 and thereafter

      100.000 % 

Selection and Notice

If less than all of the notes are to be redeemed in connection with any redemption, the trustee will select notes (or portions of notes) for redemption as follows:

 

  (1) if the notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the notes are listed; or

 

  (2) if the notes are not listed on any national securities exchange, on a pro rata basis, by lot or by such method as the trustee deems fair and appropriate.

No notes of $2,000 or less can be redeemed in part. Notices of redemption will be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of notes to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the notes or a satisfaction and discharge of the indenture. Notice of any redemption to be financed in whole or in part from the proceeds of any Equity Offering pursuant to the first paragraph under “—Optional Redemption” above may be given prior to the completion thereof, and any such redemption or notice may, at Asbury’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering.

If any note is to be redeemed in part only, the notice of redemption that relates to that note will state the portion of the principal amount of that note that is to be redeemed. A new note in principal amount equal to the

 

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unredeemed portion of the original note will be issued in the name of the Holder of notes upon cancellation of the original note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest will cease to accrue on notes or portions of them called for redemption.

No Mandatory Redemption or Sinking Fund

Asbury is not required to make mandatory redemption or sinking fund payments with respect to the notes. However, under certain circumstances, Asbury may be required to offer to purchase notes as described under the captions “—Repurchase at the Option of Holders,” “—Asset Sales” and “—Change of Control.” The indenture does not prohibit Asbury from purchasing notes in the open market or otherwise at any time and from time to time.

Repurchase at the Option of Holders

Change of Control

If a Change of Control occurs, each Holder of notes will have the right to require Asbury to repurchase all or any part (equal to an integral multiple of $1,000) of that Holder’s notes validly tendered pursuant to the offer described below (the “Change of Control Offer”); provided that the unrepurchased portion of the notes of any Holder must be equal to $2,000 in principal amount or integral multiples of $1,000 in excess thereof. The offer price in any Change of Control Offer will be payable in cash and will be equal to 101% of the aggregate principal amount of notes repurchased plus accrued and unpaid interest and Special Interest, if any, on the notes repurchased, to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, Asbury will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase notes on the date specified in the notice (the “Change of Control Payment Date”), which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the indenture and described in such notice. Asbury will comply with the requirements of Section 14(e) of and Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the indenture relating to the Change of Control, Asbury will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the indenture by virtue of such conflict.

On the Change of Control Payment Date, Asbury will, to the extent lawful:

 

  (1) accept for payment all notes or portions of notes properly tendered pursuant to the Change of Control Offer;

 

  (2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all notes or portions of notes properly tendered; and

 

  (3) deliver or cause to be delivered to the trustee the notes properly accepted together with an officer’s certificate stating the aggregate principal amount of notes or portions of notes being purchased by Asbury.

The paying agent will promptly mail to each Holder of notes properly tendered the Change of Control Payment for such notes, and the trustee will promptly authenticate and deliver (or cause to be transferred by book entry) to each Holder a new note equal in principal amount to any unpurchased portion of the notes surrendered, if any; provided that each new note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.

Prior to complying with any of the provisions of this “Change of Control” covenant, but in any event within 90 days following a Change of Control, Asbury will either repay all outstanding Senior Debt or obtain the

 

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requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of notes required by this covenant. Asbury will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

The provisions described above that will require Asbury to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of the indenture are applicable. Except as described above with respect to a Change of Control, the indenture will not contain provisions that permit the Holders of the notes to require that Asbury repurchase or redeem the notes in the event of a takeover, recapitalization or other similar transaction.

Asbury will not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the indenture applicable to a Change of Control Offer made by Asbury and purchases all notes properly tendered and not withdrawn under the Change of Control Offer or (ii) a notice of redemption has been thereafter given pursuant to the indenture as described above under the caption “—Optional Redemption” and the notes are redeemed in accordance with the terms of such notice. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.

The Change of Control purchase feature of the notes may in certain circumstances make more difficult or discourage a sale or takeover of Asbury and, thus, the removal of incumbent management. The Change of Control purchase feature is a result of negotiations between Asbury and the initial purchasers of the original notes. We have no present intention to engage in a transaction involving a Change of Control, although it is possible that we would decide to do so in the future. Subject to the limitations discussed below, we could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the indenture, but that could increase the amount of Indebtedness outstanding at such time or otherwise affect our capital structure or credit ratings. Restrictions on Asbury’s ability to incur additional Indebtedness are contained in the covenant described under “Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock.” Such restrictions can only be waived with the consent of the Holders of a majority in principal amount of the notes then outstanding. Except for the limitations contained in such covenant, however, the indenture will not contain any covenants or provisions that may afford Holders of the notes protection in the event of a highly leveraged transaction.

The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the properties or assets of Asbury and its Restricted Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a Holder of notes to require Asbury to repurchase its notes as a result of a sale, lease, transfer conveyance or other disposition of less than all of the assets of Asbury and its Restricted Subsidiaries taken as a whole to another Person or group may be uncertain.

For purposes of the definition of Change of Control, the definition of Continuing Directors includes directors who were nominated or elected to the Board of Directors with the approval of a majority of the Continuing Directors who were members of the Board at the time of such nomination or election. In San Antonio Fire & Police Pension Fund v. Amylin Pharmaceuticals, Inc. et al. (May 2009), the Delaware Chancery Court issued a decision, based in part on its interpretation of New York law, that raises issues regarding a change of control provision similar to that contained in the indenture. Among other things, the court held that continuing directors could “approve” (within the meaning and for purposes of the indenture) a slate of candidates for director nominated by stockholders, without endorsing or recommending them, even though simultaneously recommending and endorsing their own slate. Accordingly, the ability of a Holder of notes to require Asbury to repurchase the notes as a result of a change in the composition of the Board of Directors may be uncertain.

 

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Asset Sales

Asbury will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

 

  (1) Asbury (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the fair market value of the assets disposed of or the Equity Interests of the Restricted Subsidiary issued or sold or otherwise disposed of (determined by Asbury’s Board of Directors if such fair market value exceeds $5.0 million); and

 

  (2) at least 75% of the consideration received in the Asset Sale by Asbury or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision, each of the following will be deemed to be cash:

 

  (a) any liabilities, as shown on Asbury’s or such Restricted Subsidiary’s most recent balance sheet, of Asbury or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the notes or any Subsidiary Guarantee) that are assumed by the transferee of any such assets or terminated by the holder of such liability and Asbury or such Restricted Subsidiary is released from further liability;

 

  (b) any securities, notes or other obligations received by Asbury or any such Restricted Subsidiary from such transferee that are converted by Asbury or such Restricted Subsidiary into cash or Cash Equivalents within 90 days after receipt, to the extent of the cash or Cash Equivalents received in that conversion;

 

  (c) any Designated Non-cash Consideration received by Asbury or any such Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) that at that time has not been converted to cash, not to exceed $25.0 million at the time of receipt of such Designated Non-cash Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value; and

 

  (d) Replacement Assets.

Within 365 days after the receipt of any Net Proceeds from an Asset Sale, Asbury or the Restricted Subsidiary, as the case may be, may apply an amount equal to such Net Proceeds at its option:

 

  (1) to repay any Senior Debt of Asbury or any of its Restricted Subsidiaries and if the Senior Debt repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; or

 

  (2) (a) to acquire all or substantially all of, or a majority of the Voting Stock of, another Permitted Business, (b) to make a capital expenditure or (c) to acquire long-term assets that are used for or useful in a Permitted Business or, in each case of (a), (b) and (c), enter into a binding commitment for any such acquisition, investment or expenditure; provided that such binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment unless earlier completed, only until the 180th day following the expiration of the aforementioned 365-day period; provided further that, if the acquisition, investment or expenditure contemplated by such binding commitment is not consummated on or before the 180th day following the expiration of the aforementioned 365-day period, such commitment shall be deemed not to have been a permitted application of Net Proceeds.

In addition to the foregoing, any investment, expenditure or capital expenditure of the type described in the foregoing clauses (a), (b) and (c) of the foregoing clause (2), in each case made within 60 days prior to an Asset Sale, shall be deemed to satisfy the previous paragraph with respect to the application of the Net Proceeds from such Asset Sale.

Pending the final application of any Net Proceeds, Asbury may temporarily reduce revolving credit borrowings or invest the Net Proceeds in any manner that is not otherwise prohibited by the indenture.

 

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If any portion of the Net Proceeds from Asset Sales is not applied or invested as provided in the preceding paragraph or Asbury otherwise determines not to apply such Net Proceeds as so provided, such amount will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $25.0 million (or such lesser amount as Asbury determines), Asbury will (and at any time Asbury may) make an offer to holders of the notes (and to holders of other Senior Subordinated Indebtedness of Asbury designated by Asbury) to purchase notes (and such other Senior Subordinated Indebtedness of Asbury) pursuant to and subject to the conditions contained in the indenture (the “Asset Sale Offer”). Asbury will purchase notes tendered pursuant to the Asset Sale Offer at a purchase price of 100% of their principal amount (or, in the event such other Senior Subordinated Indebtedness of Asbury was issued with significant original issue discount, 100% of the accreted value thereof) without premium, plus accrued but unpaid interest (or, in respect of such other Senior Subordinated Indebtedness of Asbury, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Indebtedness) in accordance with the procedures (including prorating in the event of oversubscription) set forth in the indenture (the “Asset Sale Offer Price”). Asbury will be required to complete the Asset Sale Offer no earlier than 30 days and no later than 60 days after notice of the Asset Sale Offer is provided to the Holders, or such later date as may be required by applicable law. If the aggregate purchase price of the securities tendered exceeds the Net Proceeds allotted to their purchase, Asbury will select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the notes will be denominations of integral multiples of $1,000; provided that the unpurchased portion of the notes of any Holder must be equal to $2,000 in principal amount or integral multiples of $1,000 in excess thereof. If any Excess Proceeds remain after consummation of an Asset Sale Offer, Asbury may use those Excess Proceeds for any purpose not otherwise prohibited by the indenture. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

Asbury will comply with the requirements of Section 14(e) of and Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the indenture relating to an Asset Sale Offer, Asbury will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of the indenture by virtue of such conflict.

The agreements governing Asbury’s outstanding and future Senior Debt could prohibit Asbury from purchasing any notes, and also provide that certain change of control or asset sale events with respect to Asbury would constitute a default under these agreements. In the event a Change of Control or Asset Sale occurs at a time when Asbury is prohibited from purchasing notes, Asbury could seek the consent of its senior lenders to the purchase of notes or could attempt to refinance the borrowings that contain such prohibition. If Asbury does not obtain such a consent or repay such borrowings, Asbury will remain prohibited from purchasing notes. In such case, Asbury’s failure to purchase tendered notes would constitute an Event of Default under the indenture, which would, in turn, likely constitute a default under such Senior Debt. In such circumstances, the subordination provisions in the indenture would likely restrict payments to the Holders of notes. See “Risk Factors—Your right to receive payments on the notes is junior to our existing and future senior indebtedness and the existing and future senior indebtedness of our guarantors.”

The provisions under the indenture relating to Asbury’s obligation to make an offer to repurchase the notes as a result of a Change of Control or an Asset Sale may be waived or modified with the written consent of the Holders of a majority in principal amount of the notes then outstanding.

Certain Covenants

Restricted Payments

Asbury will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

 

  (1)

declare or pay any dividend on, or make any other payment or distribution on account of, Asbury’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in

 

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  connection with any merger or consolidation involving Asbury or any of its Restricted Subsidiaries) or to the direct or indirect holders of Asbury’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends or distributions payable (i) in Equity Interests (other than Disqualified Stock) of Asbury or (ii) to Asbury or a Restricted Subsidiary;

 

  (2) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving Asbury) any Equity Interests of Asbury or any direct or indirect parent of Asbury (other than any such Equity Interests owned by Asbury or any of its Restricted Subsidiaries);

 

  (3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value, in each case, prior to any scheduled repayment, sinking fund payment or maturity, any Indebtedness that is subordinated to the notes or the Subsidiary Guarantees, except the payment, purchase, redemption, defeasance or other acquisition or retirement purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such payment, purchase, redemption, defeasance or other acquisition or retirement for value; or

 

  (4) make any Restricted Investment;

(all such payments and other actions set forth in the clauses (1) through (4) above being collectively referred to as “Restricted Payments”),

unless, at the time of and after giving effect to such Restricted Payment:

 

  (1) no Default has occurred and is continuing or would occur as a consequence of such Restricted Payment;

 

  (2) Asbury would, after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described below under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock”; and

 

  (3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by Asbury and its Restricted Subsidiaries beginning on October 1, 2010 (excluding Restricted Payments permitted by clauses (2), (3), (4), (5), (6), (7) and (9) of the next succeeding paragraph), is less than the sum, without duplication, of:

 

  (a) 50% of the Consolidated Net Income of Asbury for the period (taken as one accounting period) beginning on October 1, 2010 up to the end of Asbury’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit), plus

 

  (b) 100% of the aggregate net cash proceeds (including the fair market value of property other than cash) received by Asbury on or after October 1, 2010 as a contribution to its common equity capital or from the issue or sale of Equity Interests of Asbury (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of Asbury that have been converted into or exchanged for such Equity Interests (other than Equity Interests, Disqualified Stock or debt securities sold to a Subsidiary of Asbury), plus

 

  (c)

the amount by which Indebtedness or Disqualified Stock incurred or issued subsequent to the Issue Date is reduced on Asbury’s consolidated balance sheet upon the conversion or exchange (other than by a Subsidiary of Asbury) into Equity Interests of Asbury (other than Disqualified Stock) (less the amount of any cash, or the fair market value of any other asset, distributed by Asbury or any Restricted Subsidiary upon such conversion or exchange); provided that such

 

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  amount shall not exceed the aggregate net proceeds received by Asbury or any Restricted Subsidiary after the Issue Date from the issuance and sale (other than to a Subsidiary of Asbury) of such Indebtedness or Disqualified Stock; plus

 

  (d) to the extent that any Restricted Investment that was made on or after October 1, 2010 has been or is sold for cash or otherwise liquidated or repaid, purchased or redeemed for cash, the lesser of (i) such cash (less the cost of disposition, if any) and (ii) the amount of such Restricted Investment, plus

 

  (e) to the extent not otherwise included in the calculation of Consolidated Net Income of Asbury for such period, 100% of the net reduction in Investments (other than Permitted Investments) in any Person other than Asbury or a Restricted Subsidiary resulting from dividends, repayment of loans or advances or other transfers of assets, in each case to Asbury or any Restricted Subsidiary, plus

 

  (f) to the extent not otherwise included in the calculation of Consolidated Net Income of Asbury for such period, 100% of any dividends or interest payments received by Asbury or a Restricted Subsidiary on and after the Issue Date from an Unrestricted Subsidiary or other Investment (other than a Permitted Investment), plus

 

  (g) to the extent that any Unrestricted Subsidiary of Asbury has been or is redesignated as a Restricted Subsidiary on or after October 1, 2010, the lesser of (i) the fair market value of Asbury’s Investment in such Subsidiary as of the date of such redesignation and (ii) such fair market value as of the date on which such Subsidiary was originally designated as an Unrestricted Subsidiary.

As of March 31, 2013, pursuant to clause (3) above, Asbury would have been able to make approximately $165.1 million in Restricted Payments.

So long as no Default has occurred and is continuing or would be caused thereby (except in the case of clause (1) below), the preceding provisions will not prohibit:

 

  (1) the payment of any dividend or distribution on, or redemption of, Equity Interests, within 60 days after the date of declaration of the dividend or the giving of notice thereof, if, at the date of such declaration or the giving of such notice the payment would have complied with the provisions of the indenture;

 

  (2) the redemption, repurchase, retirement, defeasance or other acquisition of any subordinated Indebtedness of Asbury or any Guarantor or of any Equity Interests of Asbury, or the making of any Investment, in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary of Asbury) of, or capital contribution in respect of, Equity Interests of Asbury (other than Disqualified Stock); provided that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition or any such Investment will be excluded from clause (3)(b) of the second preceding paragraph;

 

  (3) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of Asbury or any Guarantor with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness;

 

  (4) the payment of any dividend or other payment or distribution by a Restricted Subsidiary of Asbury to the holders of its Equity Interests on a pro rata basis;

 

  (5) repurchases of Equity Interests deemed to occur upon exercise of stock options if those Equity Interests represent all or a portion of the exercise price of those options;

 

  (6) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of Asbury or any Restricted Subsidiary of Asbury (in the event such Equity Interests are not owned by Asbury or any of its Restricted Subsidiaries) in an amount not to exceed $10.0 million in any fiscal year;

 

  (7) the purchase by Asbury of fractional shares arising out of stock dividends, splits or combinations or business combinations;

 

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  (8) the declaration and payment of dividends to holders of any class or series of preferred stock of Asbury issued or incurred in compliance with the covenant described above under “—Incurrence of Indebtedness and Issuance of Preferred Stock” to the extent such dividends are included in the definition of Fixed Charges; or

 

  (9) Restricted Payments not to exceed $50.0 million under this clause (9) in the aggregate, plus, to the extent Restricted Payments made pursuant to this clause (9) are Investments made by Asbury or any of its Restricted Subsidiaries in any Person and such Investment is sold for cash or otherwise liquidated or repaid, purchased or redeemed for cash, an amount equal to the lesser of (i) such cash (less the cost of disposition, if any) and (ii) the amount of such Restricted Payment; provided that the amount of such cash will be excluded from clause (3)(d) of the second preceding paragraph.

The amount of all Restricted Payments (other than cash) will be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by Asbury or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any assets or securities that are required to be valued by this covenant will be determined by Asbury (or if such fair market value exceeds $5.0 million, by Asbury’s Board of Directors).

Incurrence of Indebtedness and Issuance of Preferred Stock

Asbury will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), and Asbury will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that Asbury may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock and Asbury’s Restricted Subsidiaries may incur Indebtedness (including Acquired Debt) or issue preferred stock, in each case, if the Fixed Charge Coverage Ratio for Asbury’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or preferred stock is issued would have been at least 2:0 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the preferred stock or Disqualified Stock had been issued, as the case may be, at the beginning of such four-quarter period.

The first paragraph of this covenant does not, and will not, prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”):

 

  (1) the incurrence by Asbury or any of its Restricted Subsidiaries of Indebtedness and letters of credit under Credit Facilities, in an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of Asbury and its Restricted Subsidiaries thereunder) not to exceed the greater of:

 

  (a) $550.0 million less the aggregate amount of all Net Proceeds of Asset Sales applied by Asbury or any of its Restricted Subsidiaries since the date of the indenture to repay term Indebtedness under a Credit Facility or to repay revolving credit Indebtedness and effect a corresponding commitment reduction thereunder, in each case, in satisfaction of the covenant described above under the caption “—Repurchase at the Option of Holders—Asset Sales”; and

 

  (b) 30% of Asbury’s Consolidated Net Tangible Assets as of the date of such incurrence;

 

  (2) the incurrence by Asbury or any of its Restricted Subsidiaries of Existing Indebtedness;

 

  (3) the incurrence by Asbury or any of its Restricted Subsidiaries of Indebtedness represented by the notes and the related Subsidiary Guarantees to be issued on the date of the indenture and the Exchange Notes and the related Subsidiary Guarantees to be issued pursuant to the registration rights agreement (and any exchange notes in respect of Additional Notes or other debt properly incurred under the indenture, where the terms of such exchange notes are substantially identical to such other debt);

 

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  (4) the incurrence by Asbury or any of its Restricted Subsidiaries of Indebtedness under Floor Plan Facilities;

 

  (5) the incurrence by Asbury or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of Asbury or such Restricted Subsidiary, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to refund or refinance any Indebtedness incurred pursuant to this clause (5), not to exceed, at any time outstanding, the greater of $30.0 million and 2.0% of Consolidated Total Assets;

 

  (6) the incurrence by Asbury or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace Indebtedness (other than intercompany Indebtedness) that was permitted by the indenture to be incurred under the first paragraph of this covenant or clauses (2), (3) or (6) of this paragraph;

 

  (7) the incurrence by Asbury or any of its Restricted Subsidiaries of intercompany Indebtedness between or among Asbury and its Restricted Subsidiaries; provided, that:

 

  (a) if Asbury or any Guarantor is the obligor on such Indebtedness owing to a Restricted Subsidiary, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations with respect to the notes, in the case of Asbury, or the Subsidiary Guarantee, in the case of a Guarantor; and

 

  (b) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than Asbury or a Restricted Subsidiary of Asbury and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either Asbury or a Restricted Subsidiary of Asbury will be deemed, in each case, to constitute an incurrence of such Indebtedness by Asbury or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (7);

 

  (8) the incurrence by Asbury or any of its Restricted Subsidiaries of Hedging Obligations in the ordinary course of business and not for speculative purposes;

 

  (9) the guarantee by Asbury or any of its Restricted Subsidiaries of Indebtedness of Asbury or a Restricted Subsidiary that was permitted to be incurred by another provision of this covenant;

 

  (10) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within five Business Days of its incurrence;

 

  (11) Obligations in respect of (A) performance, bid and surety bonds and completion guarantees provided by Asbury or any of its Restricted Subsidiaries in the ordinary course of business and (B) agreements providing for indemnification, adjustment of purchase price or similar obligations incurred in connection with the disposition of any business, assets or subsidiary;

 

  (12) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business;

 

  (13) Indebtedness consisting of the financing of insurance premiums;

 

  (14) Indebtedness consisting of Guarantees incurred in the ordinary course of business under repurchase agreements or similar agreements in connection with the financing of sales of goods in the ordinary course of business; and

 

  (15) the incurrence by Asbury or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) which, when taken together with all other Indebtedness of Asbury and its Restricted Subsidiaries outstanding on the date of such incurrence and incurred pursuant to this clause (15), does not exceed the greater of $20.0 million and 1.5% of Consolidated Total Assets.

 

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For purposes of determining compliance with this “Incurrence of Indebtedness and Issuance of Preferred Stock” covenant, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (15) above, or is entitled to be incurred pursuant to the first paragraph of this covenant, Asbury is permitted to divide and classify such item of Indebtedness on the date of its incurrence and later divide and reclassify all or a portion of such item of Indebtedness, in any manner that complies with this covenant. Indebtedness that was outstanding under Credit Facilities on November 16, 2010 is deemed to have been incurred on such date in reliance on the exception provided by clause (1) of the definition of Permitted Debt and unless repaid may not be reclassified.

Accrual of interest and dividends, accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, changes to amounts outstanding in respect of Hedging Obligations solely as a result of fluctuations in interest rates, the assumption or guarantee of Indebtedness of a Restricted Subsidiary by Asbury or another Restricted Subsidiary and the payment of dividends on Disqualified Stock or preferred stock of Restricted Subsidiaries in the form of additional shares of the same class of Disqualified Stock or preferred stock of Restricted Subsidiaries is not deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock or preferred stock of Restricted Subsidiaries for purpose of this covenant.

Anti-Layering

Asbury will not incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is subordinate or junior in right of payment to any Senior Debt of Asbury and senior in any respect in right of payment to the notes. No Guarantor will incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is subordinate or junior in right of payment to the Senior Debt of such Guarantor and senior in any respect in right of payment to such Guarantor’s Subsidiary Guarantee. No Indebtedness will be considered to be senior to other Indebtedness by virtue of being secured.

Liens

Asbury will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien of any kind securing Indebtedness or Attributable Debt on any asset now owned or hereafter acquired, except Permitted Liens.

Notwithstanding the foregoing, any Lien granted pursuant to clause (2) of the definition of Permitted Liens shall be automatically released if the Liens securing such Indebtedness which gave rise to such Lien shall have been discharged, other than in connection with the exercise of remedies related to such Lien.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

Asbury will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries to:

 

  (1) pay dividends or make any other distributions on its Capital Stock to Asbury or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to Asbury or any of its Restricted Subsidiaries;

 

  (2) make loans or advances to Asbury or any of its Restricted Subsidiaries; or

 

  (3) transfer any of its properties or assets to Asbury or any of its Restricted Subsidiaries.

 

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However, the preceding restrictions do not apply to encumbrances or restrictions existing under or by reason of:

 

  (1) any agreement in effect or entered into on November 16, 2010, including agreements governing Existing Indebtedness, Credit Facilities and Floor Plan Facilities as in effect on November 16, 2010 and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings of such instrument are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreement on November 16, 2010;

 

  (2) the indenture, the notes and the Subsidiary Guarantees;

 

  (3) applicable law and any applicable rule, regulation or order;

 

  (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by Asbury or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the indenture to be incurred;

 

  (5) any encumbrance or restriction pursuant to an agreement effecting a permitted renewal, refunding, replacement, refinancing or extension of Indebtedness issued pursuant to an agreement containing any encumbrance or restriction referred to in the foregoing clauses (2) and (4), so long as the encumbrances and restrictions contained in any such renewal, refunding, replacement, refinancing or extension agreement are no less favorable in any material respect to the Holders than the encumbrances and restrictions contained in the agreements governing the Indebtedness being renewed, refunded, replaced, refinanced or extended in the good faith judgment of Asbury;

 

  (6) customary non-assignment provisions in leases entered into in the ordinary course of business;

 

  (7) purchase money obligations for property acquired that impose restrictions on the transfer of that property of the nature described in clause (3) of the preceding paragraph; provided that any such encumbrance or restriction is released to the extent the underlying Lien is released or the related Indebtedness is repaid;

 

  (8) any agreement for the sale or other disposition of assets, including, without limitation, customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of substantially all of the Capital Stock or substantially all of the assets of that Subsidiary;

 

  (9) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

 

  (10) Liens that limit the right of the debtor to dispose of the assets subject to such Liens;

 

  (11) covenants in a franchise or other agreement entered into in the ordinary course of business with a Manufacturer customary for franchise agreements in the vehicle retailing industry;

 

  (12) customary provisions in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business;

 

  (13) customary provisions restricting subletting or assignment of any lease, contract or license of Asbury or any Restricted Subsidiary or provisions in agreements that restrict the assignment of such agreement or any rights thereunder;

 

  (14) restrictions on cash or other deposits or net worth, total assets, liquidity and similar financial responsibility covenants imposed by customers under contracts entered into in the ordinary course of business; and

 

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  (15) covenants in Floor Plan Facilities customary for inventory and floor planning financing in the automobile retailing industry.

Merger, Consolidation or Sale of Assets

Asbury may not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not Asbury is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of Asbury and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person; unless:

 

  (1) either: (a) Asbury is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than Asbury) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia (any such Person, the “Successor Company”);

 

  (2) any Successor Company assumes all the obligations of Asbury under the notes and the indenture;

 

  (3) immediately after such transaction no Default exists; and

 

  (4) (A) Asbury or the Successor Company will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock,” or (B) the Fixed Charge Coverage Ratio for Asbury or the Successor Company would be equal to or greater than such ratio for Asbury immediately prior to such transaction.

The foregoing clause (4) will not prohibit (a) a merger between Asbury and any of its Restricted Subsidiaries or (b) a merger between Asbury and an Affiliate with no liabilities (other than de minimis liabilities); provided that the Affiliate is incorporated and the merger undertaken solely for the purpose of reincorporating Asbury in another state of the United States, so long as the amount of Indebtedness of Asbury and its Restricted Subsidiaries is not increased thereby.

In addition, Asbury may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. This “Merger, Consolidation or Sale of Assets” covenant will not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among Asbury and any of the Guarantors.

The Successor Company will be the successor to Asbury and shall succeed to, and be substituted for, and may exercise every right and power of, Asbury under the indenture, and the predecessor company, in the case of a merger, consolidation or sale of all of Asbury’s assets, shall be released from its obligations with respect to the notes, including with respect to its obligation to pay the principal of and interest and Special Interest, if any, on the notes.

Designation of Restricted and Unrestricted Subsidiaries

The Board of Directors may designate any Restricted Subsidiary of Asbury to be an Unrestricted Subsidiary if no Default has occurred and is continuing at the time of the designation and if that designation would not cause a Default. If a Restricted Subsidiary of Asbury is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by Asbury and its Restricted Subsidiaries in the Subsidiary properly designated will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under the first or third paragraphs of the covenant described above under the caption “—Restricted Payments” or Permitted Investments, as determined by Asbury. That designation

 

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will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. In addition, no such designation may be made unless the proposed Unrestricted Subsidiary does not own any Capital Stock in any Restricted Subsidiary that is not simultaneously subject to designation as an Unrestricted Subsidiary. The Board of Directors may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if the redesignation would not cause a Default.

Transactions with Affiliates

Asbury will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each, an “Affiliate Transaction”), unless:

 

  (1) the Affiliate Transaction is on terms that are not materially less favorable to Asbury or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by Asbury or such Restricted Subsidiary with an unrelated Person; and

 

  (2) Asbury delivers to the trustee:

 

  (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5.0 million, a resolution of the Board of Directors set forth in an officer’s certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors; and

 

  (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $25.0 million, an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing.

Notwithstanding the foregoing, the following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

 

  (1) any employment agreement entered into by Asbury or any of its Restricted Subsidiaries in the ordinary course of business of Asbury or such Restricted Subsidiary, including the payment of indemnities provided for the benefit of employees party to such employment agreements;

 

  (2) transactions between or among Asbury and/or its Restricted Subsidiaries;

 

  (3) transactions with a Person that is an Affiliate of Asbury solely because Asbury owns an Equity Interest in, or controls, such Person;

 

  (4) payment of directors’ fees and indemnities provided for the benefit of directors;

 

  (5) issuances or sales of Equity Interests (other than Disqualified Stock) to Affiliates of Asbury;

 

  (6) the pledge of Equity Interests of Unrestricted Subsidiaries to support the Indebtedness thereof; and

 

  (7) Permitted Investments pursuant to clause (17) of the definition thereof and Restricted Payments that are permitted by the provisions of the indenture described above under the caption “—Restricted Payments.”

Additional Subsidiary Guarantees

Any Domestic Subsidiary of Asbury which incurs, has outstanding or guarantees any Indebtedness will, within 15 days of such incurrence or guarantee (or, if the Domestic Subsidiary has outstanding or guarantees Indebtedness at the time of its creation or acquisition, within 15 days of such creation or acquisition), become a Guarantor and execute and deliver to the trustee a supplemental indenture pursuant to which such Subsidiary will

 

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agree to guarantee Asbury’s obligations under the notes; provided, however, that all Subsidiaries that have properly been designated as Unrestricted Subsidiaries in accordance with the indenture for so long as they continue to constitute Unrestricted Subsidiaries will not have to comply with the requirements of this covenant.

Payments for Consent

Asbury will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the indenture or the notes unless such consideration is offered to be paid and is paid to all Holders of the notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent waiver or agreement.

Reports

Whether or not required by the SEC, so long as any notes are outstanding, Asbury will furnish to the Holders of notes, within the time periods specified in the SEC’s rules and regulations:

 

  (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if Asbury were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by Asbury’s certified independent accountants; and

 

  (2) all current reports that would be required to be filed with the SEC on Form 8-K if Asbury were required to file such reports.

In addition, whether or not required by the SEC, Asbury will file a copy of all of the information and reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing). In addition, Asbury and the Guarantors have agreed that, for so long as any notes remain outstanding, they will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Asbury will be deemed to have furnished the reports referred to in clauses (1) and (2) above and the preceding sentence if Asbury has filed such reports with the SEC (and such reports are publicly available).

Events of Default and Remedies

Each of the following is an Event of Default:

 

  (1) default for 30 days in the payment when due of interest on, or Special Interest with respect to, the notes whether or not prohibited by the subordination provisions of the indenture;

 

  (2) default in payment when due of the principal of, or premium, if any, on the notes, whether or not prohibited by the subordination provisions of the indenture;

 

  (3) failure by Asbury to comply with the provisions described under the caption “—Certain Covenants—Merger, Consolidation or Sale of Assets”;

 

  (4) failure by Asbury or any of its Restricted Subsidiaries to comply for 30 days after receipt of notice with the provisions described under the captions “—Repurchase at the Option of Holders—Change of Control,” “—Repurchase at the Option of Holders—Asset Sales,” “—Certain Covenants—Restricted Payments,” or “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock”;

 

  (5) failure by Asbury or any of its Restricted Subsidiaries to comply for 60 days after receipt of notice with any of the other agreements in the indenture;

 

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  (6) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by Asbury or any of its Restricted Subsidiaries (or the payment of which is guaranteed by Asbury or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee existed as of November 16, 2010 or was or is created thereafter, if that default:

 

  (a) is caused by a failure to pay principal at its stated maturity after giving effect to any applicable grace period provided in such Indebtedness (a “Payment Default”); or

 

  (b) results in the acceleration of such Indebtedness prior to its express maturity

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $20.0 million or more and such Indebtedness has not been discharged or such acceleration has not been rescinded or annulled within 30 days;

 

  (7) failure by Asbury or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $20.0 million (exclusive of any portion of any such payment covered by insurance or bonded, treating any deductible, self-insurance or retention as not so covered), which judgments are not paid, discharged or stayed for a period of 60 days;

 

  (8) except as permitted by the indenture, any Subsidiary Guarantee of a Subsidiary Guarantor that is a Significant Subsidiary or of any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary, shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee; and

 

  (9) certain events of bankruptcy or insolvency described in the indenture with respect to Asbury or a Guarantor that is a Significant Subsidiary or any group of Guarantors that, taken together, would constitute a Significant Subsidiary.

However, a default under clauses (4) or (5) will not constitute an Event of Default until the trustee or the holders of 25% in aggregate principal amount of the outstanding notes notify Asbury of the default and Asbury does not cure such default within the time specified after receipt of such notice. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to Asbury, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding notes may declare all the notes to be due and payable immediately.

Holders of the notes may not enforce the indenture or the notes except as provided in the indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding notes may direct the trustee in its exercise of any trust or power. The trustee may withhold from Holders of the notes notice of any continuing Default if it determines that withholding notes is in their interest, except a Default relating to the payment of principal or interest or Special Interest.

The Holders of a majority in aggregate principal amount of the notes then outstanding by notice to the trustee may on behalf of the Holders of all of the notes waive any existing Default and its consequences under the indenture except a continuing Default in the payment of interest or Special Interest on, or the principal of, the notes (other than the non-payment of principal of or interest or Special Interest, if any, on the notes that became due solely because of the acceleration of the notes).

In the case of any Event of Default occurring by reason of any willful action or inaction taken or not taken by or on behalf of Asbury with the intention of avoiding payment of the premium that Asbury would have had to

 

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pay if Asbury then had elected to redeem the notes pursuant to the optional redemption provisions of the indenture, an equivalent premium will also become and be immediately due and payable to the extent permitted by law upon the acceleration of the notes.

A Default under the notes, unless cured or waived, could trigger manufacturer rights to acquire certain of our dealerships.

Asbury is required to deliver to the trustee within 90 days after the end of each fiscal year a statement regarding compliance with the indenture during such fiscal year. Within 10 business days of becoming aware of any Default or Event of Default that has not been cured, Asbury is required to deliver to the trustee a statement specifying such Default.

No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, incorporator or stockholder of Asbury or any Guarantor, as such, will have any liability for any obligations of Asbury or the Guarantors under the notes, the indenture, the Subsidiary Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of notes by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes. The waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such waiver is against public policy.

Legal Defeasance and Covenant Defeasance

Asbury may, at its option and at any time, elect to terminate all of the obligations of itself and the Guarantors with respect to the notes and the indenture (“Legal Defeasance”) except for:

 

  (1) the rights of Holders to receive payments in respect of the principal of, or interest or premium and Special Interest, if any, on such notes when such payments are due from Defeasance Trust (as defined below);

 

  (2) Asbury’s obligations to issue temporary notes, register the transfer or exchange of notes, to replace mutilated, destroyed, lost or stolen notes and to maintain a registrar and paying agent in respect of the notes;

 

  (3) the rights, powers, trusts, duties and immunities of the trustee, and the related obligations of Asbury and the Guarantors; and

 

  (4) the Legal Defeasance provisions of the indenture.

In addition, Asbury may, at its option and at any time, elect to have the obligations of Asbury and the Guarantors released with respect to certain covenants that are described in the indenture (“Covenant Defeasance”) and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events with respect to Asbury) described under “—Events of Default and Remedies” will no longer constitute an Event of Default with respect to the notes.

If Asbury exercises its Legal Defeasance or Covenant Defeasance option, each Guarantor will be released from all of its obligations with respect to its Guarantee.

In order to exercise either Legal Defeasance or Covenant Defeasance:

 

  (1)

Asbury must irrevocably deposit with the trustee, in trust (the “Defeasance Trust”), for the benefit of the Holders of the notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, or

 

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  interest and premium and Special Interest, if any, on the outstanding notes on the stated maturity or on the applicable redemption date, as the case may be, and Asbury must specify whether the notes are being defeased to maturity or to a particular redemption date;

 

  (2) in the case of Legal Defeasance only, Asbury must deliver to the trustee an opinion of counsel confirming that (a) Asbury has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of the indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel will confirm that, the Holders and beneficial owners of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

 

  (3) in the case of Covenant Defeasance only, Asbury must deliver to the trustee an opinion of counsel confirming that the Holders and beneficial owners of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

 

  (4) no Default has occurred and is continuing on the date of such deposit (other than a Default resulting from any borrowing of funds to be applied to such deposit);

 

  (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than the indenture) to which Asbury or any of its Restricted Subsidiaries is a party or by which Asbury or any of its Restricted Subsidiaries is bound;

 

  (6) Asbury must deliver to the trustee an officer’s certificate stating that the deposit was not made by Asbury with the intent of preferring the Holders of notes over the other creditors of Asbury with the intent of defeating, hindering, delaying or defrauding creditors of Asbury or others; and

 

  (7) Asbury must deliver to the trustee an officer’s certificate and an opinion of counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Amendment, Supplement and Waiver

Except as provided in the next three succeeding paragraphs, the indenture or the notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes), and any existing default or compliance with any provision of the indenture or the notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes).

Without the consent of each Holder affected, an amendment, supplement or waiver may not (with respect to any notes held by a non-consenting Holder):

 

  (1) reduce the principal amount of notes whose Holders must consent to an amendment, supplement or waiver;

 

  (2) reduce the principal of or change the fixed maturity of any note or reduce any amount payable on any redemption of the notes (other than provisions relating to the covenants described above under the caption “—Repurchase at the Option of Holders”);

 

  (3) reduce the rate of or change the time for payment of interest on any note;

 

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  (4) waive a Default or Event of Default in the payment of principal of, or interest or premium, or Special Interest, if any, on the notes (except a rescission of acceleration of the notes by the Holders of at least a majority in aggregate principal amount of the notes and a waiver of the payment default that resulted from such acceleration);

 

  (5) make any note payable in money other than that stated in the notes;

 

  (6) make any change in the provisions of the indenture relating to waivers of past Defaults or the rights of Holders of notes to receive payments of principal of, or interest or premium or Special Interest, if any, on the notes;

 

  (7) waive a redemption payment with respect to any note (other than a payment required by one of the covenants described above under the caption “—Repurchase at the Option of Holders”);

 

  (8) release any Guarantor from any of its obligations under its Subsidiary Guarantee or the indenture, except in accordance with the terms of the indenture; or

 

  (9) make any change in the preceding amendment and waiver provisions.

In addition, any amendment to, or waiver of, the provisions of the indenture relating to subordination that adversely affects the rights of the Holders of the notes requires the consent of the Holders of at least 75% in aggregate principal amount of notes then outstanding.

Notwithstanding the foregoing, without the consent of any Holder of notes, Asbury, the Guarantors and the trustee may amend or supplement the indenture or the notes:

 

  (1) to cure any ambiguity, defect or inconsistency or to make a modification of a formal, minor or technical nature or to correct a manifest error;

 

  (2) to provide for uncertificated notes in addition to or in place of certificated notes;

 

  (3) to provide for the assumption of Asbury’s or any Guarantor’s obligations to Holders of notes in the case of a merger or consolidation or sale of all or substantially all of Asbury’s assets;

 

  (4) to add Guarantees with respect to the notes or to secure the notes;

 

  (5) to add to the covenants of Asbury or any Guarantor for the benefit of the Holders of the notes or surrender any right or power conferred upon Asbury or any Guarantor;

 

  (6) to make any change that would provide any additional rights or benefits to the Holders of notes or that does not adversely affect the legal rights under the indenture of any such Holder;

 

  (7) to comply with requirements of the SEC in connection with the qualification of the indenture under the Trust Indenture Act;

 

  (8) to evidence and provide for the acceptance and appointment under the indenture of a successor trustee pursuant to the requirements thereof;

 

  (9) to conform the text of the indenture, the notes or the Guarantees of the notes to any provision of this “Description of the Notes” to the extent that such provision in the “Description of the Notes” was intended to be a verbatim recitation of a provision of the indenture, the notes or the Guarantees of the notes;

 

  (10) to provide for the issuance of exchange notes; or

 

  (11) to provide for the issuance of Additional Notes in accordance with the indenture.

However, no amendment may be made to (A) the subordination provisions of the indenture or (B) the conditions precedent to Legal Defeasance and Covenant Defeasance described in clause (5) under the caption

 

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“—Legal Defeasance and Covenant Defeasance,” in each case, that adversely affects the rights of any holder of Senior Debt of Asbury or a Guarantor then outstanding unless the holders of such Senior Debt (or their representative) consents to such change.

The consent of the Holders is not necessary under the indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.

After an amendment under the indenture becomes effective, we are required to mail to holders of the notes a notice briefly describing such amendment. However, the failure to give such notice to all holders of the notes, or any defect therein, will not impair or affect the validity of the amendment.

Satisfaction and Discharge

The indenture will be discharged and will cease to be of further effect as to all notes issued thereunder, when:

 

  (1) either:

 

  (a) all notes that have been authenticated, except lost, stolen or destroyed notes that have been replaced or paid and notes for whose payment money has been deposited in trust and thereafter repaid to Asbury, have been delivered to the trustee for cancellation; or

 

  (b) all notes that have not been delivered to the trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and Asbury or any Guarantor has irrevocably deposited or caused to be deposited with the trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, pursuant to arrangements satisfactory to the trustee, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the notes not delivered to the trustee for cancellation for principal, premium and Special Interest, if any, and accrued interest to the date of maturity or redemption;

 

  (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which Asbury or any Guarantor is a party or by which Asbury or any Guarantor is bound;

 

  (3) Asbury or any Guarantor has paid or caused to be paid all sums payable by it under the indenture; and

 

  (4) Asbury has delivered irrevocable instructions to the trustee under the indenture to apply the deposited money toward the payment of the notes at maturity or the redemption date, as the case may be.

In addition, Asbury must deliver an officer’s certificate and an opinion of counsel to the trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Concerning the Trustee

If the trustee becomes a creditor of Asbury or any Guarantor, the indenture limits its right to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue or resign. If the trustee fails to either eliminate the conflicting interest, obtain permission or resign within 10 days of the expiration of the 90-day period, the trustee is required to notify the Holders to this effect and any Holder that has been a bona fide holder for at least six months may petition a court to remove the trustee and appoint a successor trustee.

 

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The Holders of a majority in principal amount of the then outstanding notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the trustee, subject to certain exceptions. The indenture provides that in case an Event of Default occurs and is continuing, the trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of any Holder of notes, unless such Holder has offered to the trustee security and indemnity satisfactory to it against any loss, liability or expense.

Governing Law

The indenture, the notes and the Subsidiary Guarantees are governed by and construed in accordance with the laws of the State of New York.

Additional Information

Anyone who receives this prospectus may obtain a copy of the indenture without charge by writing to Asbury Automotive Group, Inc., 2905 Premiere Parkway NW, Suite 300, Duluth, Georgia 30097, Attention: Chief Financial Officer.

Book-Entry, Delivery and Form

We issued the original notes in the form of global securities registered in the name of a nominee of DTC. The exchange notes will be initially issued in the form of global securities registered in the name of DTC or its nominee.

Upon the issuance of a global security, DTC or its nominee will credit the accounts of persons holding through it with the respective principal amounts of the applicable exchange notes represented by such global security exchanged by such persons in the exchange offer. The term “global security” means the outstanding global securities or the exchange global securities, as the context may require. Ownership of beneficial interests in a global security will be limited to persons that have accounts with DTC, which we refer to as participants, or persons that may hold interests through participants. Ownership of beneficial interests in a global security will be shown on, and the transfer of that ownership interest will be effected only through, records maintained by DTC (with respect to participants’ interests) and such participants (with respect to the owners of beneficial interests in such global security other than participants). The laws of some jurisdictions require that certain purchasers of securities take physical delivery of such securities in definitive form. These limits and laws may impair the ability to transfer beneficial interests in a global security. Because DTC can act only on behalf of participants, which in turn act on behalf of indirect participants, the ability of a person having beneficial interests in a global security to pledge its interests to persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing those interests.

Payment of principal of and interest on any exchange notes represented by a global security will be made in immediately available funds to DTC or its nominee, as the case may be, as the sole registered owner and the sole holder of the exchange notes represented thereby for all purposes under the indentures. The Company has been advised by DTC that upon receipt of any payment of principal of or interest on any global security, DTC will immediately credit, on its book-entry registration and transfer system, the accounts of participants with payments in amounts proportionate to their respective beneficial interests in the principal or face amount of such global security as shown on the records of DTC. Payments by participants to owners of beneficial interests in a global security held through such participants will be governed by standing instructions and customary practices as is now the case with securities held for customer accounts registered in “street name” and will be the sole responsibility of such participants.

 

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A global security may not be transferred except as a whole by DTC or a nominee of DTC to a nominee of DTC or to DTC. A global security is exchangeable for certificated exchange notes only if:

(a) DTC notifies the Company that it is unwilling or unable to continue as a depositary for such global security or if at any time DTC ceases to be a clearing agency registered under the Exchange Act and, in either case, the Company fails to appoint a successor depository;

(b) the Company, in its discretion, at any time determines not to have all the exchange notes represented by such global security; or

(c) there shall have occurred and be continuing a Default or an Event of Default with respect to the exchange notes of the series represented by such global security.

Any global security that is exchangeable for certificated exchange notes pursuant to the preceding sentence will be exchanged for certificated exchange notes in authorized denominations and registered in such names as DTC or any successor depositary holding such global security may direct. Subject to the foregoing, a global security is not exchangeable, except for a global security of like denomination to be registered in the name of DTC or any successor depositary or its nominee. In the event that a global security becomes exchangeable for certificated exchange notes,

(a) certificated exchange notes will be issued only in fully registered form in denominations of $2,000 or integral multiples of $1,000 in excess thereof;

(b) payment of principal of, and premium, if any, and interest on, the certificated exchange notes will be payable, and the transfer of the certificated exchange notes will be registrable, at the office or agency of the Company maintained for such purposes; and

(c) no service charge will be made for any registration of transfer or exchange of the certificated exchange notes, although the Company may require payment of a sum sufficient to cover any tax or governmental charge imposed in connection therewith.

Certificated exchange notes may not be exchanged for beneficial interests in any global security unless the transferor first delivers to the trustee a written certificate, in the form provided in the indenture.

The Company will make payments in respect of the exchange notes represented by the global securities, including principal and interest, by wire transfer of immediately available funds to the accounts specified by the DTC or its nominee. The Company will make all payments of principal and interest with respect to certificated exchange notes by wire transfer of immediately available funds to the accounts specified by the holders of the certificated exchange notes or, if no such account is specified, by mailing a check to each such holder’s registered address.

So long as DTC or any successor depositary for a global security, or any nominee, is the registered owner of such global security, DTC or such successor depositary or nominee, as the case may be, will be considered the sole owner or holder of the exchange notes represented by such global security for all purposes under the indenture and the exchange notes. Except as set forth above, owners of beneficial interests in a global security will not be entitled to have the exchange notes represented by such global security registered in their names, will not receive or be entitled to receive physical delivery of certificated exchange notes in definitive form and will not be considered to be the owners or holders of any exchange notes under such global security. Accordingly, each person owning a beneficial interest in a global security must rely on the procedures of DTC or any successor depositary, and, if such person is not a participant, on the procedures of the participant through which such person owns its interest, to exercise any rights of a holder under the indenture under which such exchange notes were issued. The Company understands that under existing industry practices, in the event that the Company

 

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requests any action of holders or that an owner of a beneficial interest in a global security desires to give or take any action which a holder is entitled to give or take under the indenture, DTC or any successor depositary would authorize the participants holding the relevant beneficial interest to give or take such action and such participants would authorize beneficial owners owning through such participants to give or take such action or would otherwise act upon the instructions of beneficial owners owning through them.

Consequently, neither the Company, the trustee nor any agent of the Company or the trustee has or will have any responsibility or liability for:

(a) any aspect of DTC’s records or any participant’s or indirect participant’s records relating to or payments made on account of beneficial ownership interest in the global securities or for maintaining, supervising or reviewing any of DTC’s records or any participant’s or indirect participant’s records relating to the beneficial ownership interests in the global securities; or

(b) any other matter relating to the actions and practices of DTC or any of its participants or indirect participants.

DTC has advised the Company that DTC is a limited-purpose trust company organized under the Banking Law of the State of New York, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered under the Exchange Act. DTC was created to hold the securities of its participants and to facilitate the clearance and settlement of securities transactions among its participants in such securities through electronic book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. DTC’s participants include securities brokers and dealers (which may include the initial purchasers of the original notes), banks, trust companies, clearing corporations and certain other organizations some of whom (or their representatives) own DTC. Access to DTC’s book-entry system is also available to others, such as banks, brokers, dealers and trust companies, that clear through or maintain a custodial relationship with a participant, either directly or indirectly.

Although DTC has agreed to the foregoing procedures in order to facilitate transfers of interests in global securities among participants of DTC, it is under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. Neither the Company nor the trustee under the indenture or the exchange agent will have any responsibility for the performance by DTC, or its participants or indirect participants of their respective obligations under the rules and procedures governing its operations.

Certain Definitions

Set forth below are certain defined terms used in the indenture and in this “Description of the Notes.” Reference is made to the indenture for a full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided.

“Acquired Debt” means, with respect to any specified Person:

 

  (1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such specified Person; and

 

  (2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause

 

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the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.

“Asset Sale” means:

 

  (1) the sale, lease, conveyance or other disposition of any assets or rights; provided that the sale, conveyance or other disposition of all or substantially all of the assets of Asbury and its Restricted Subsidiaries taken as a whole will be governed by the provisions of the indenture described above under the caption “—Repurchase at the Option of Holders—Change of Control” and/or the provisions described above under the caption “—Certain Covenants—Merger, Consolidation or Sale of Assets” and not by the provisions of the Asset Sale covenant; and

 

  (2) the issuance of Equity Interests by any of Asbury’s Restricted Subsidiaries or the sale of Equity Interests in any of its Restricted Subsidiaries.

Notwithstanding the preceding, the following items will not be deemed to be Asset Sales:

 

  (1) for purposes of the covenant described above under the caption “—Repurchase at the Option of the Holders—Asset Sales” only, any single transaction or series of related transactions that involves assets having a fair market value of less than $5.0 million;

 

  (2) a transfer of assets between or among Asbury and its Restricted Subsidiaries;

 

  (3) an issuance of Equity Interests by a Subsidiary to Asbury or to a Restricted Subsidiary of Asbury;

 

  (4) the sale or lease of inventory or accounts receivable in the ordinary course of business;

 

  (5) the sale of obsolete or damaged assets in the ordinary course of business;

 

  (6) the sale or other disposition of cash or Cash Equivalents;

 

  (7) for purposes of the covenant described above under the caption “—Repurchase at the Option of the Holders—Asset Sales” only, a Restricted Payment or Permitted Investment that is permitted by the covenant described above under the caption “—Certain Covenants—Restricted Payments”;

 

  (8) any sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

 

  (9) the creation of Liens;

 

  (10) licensing or sublicensing of intellectual property or other general intangibles in accordance with industry practice in the ordinary course of business;

 

  (11) foreclosures on assets to the extent they would not otherwise result in a Default or Event of Default;

 

  (12) the lease or sublease of any real or personal property in the ordinary course of business; and

 

  (13) any transfer constituting a taking, condemnation or other eminent domain proceeding for which no proceeds are received.

“Asset Sale Offer” has the meaning set forth above under the caption “—Repurchase at the Option of Holders—Asset Sales.”

“Attributable Debt” in respect of a sale and leaseback transaction means, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used

 

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in Section 13(d) (3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.

“Board of Directors” means:

 

  (1) with respect to a corporation, the board of directors of the corporation;

 

  (2) with respect to a partnership, the Board of Directors of the general partner of the partnership; and

 

  (3) with respect to any other Person, the board or committee of such Person serving a similar function.

“Capital Lease Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lease without payment of a penalty.

“Capital Stock” means:

 

  (1) in the case of a corporation, corporate stock;

 

  (2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

 

  (3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

 

  (4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Cash Equivalents” means:

 

  (1) United States dollars;

 

  (2) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support of those securities) having maturities of not more than six months from the date of acquisition;

 

  (3) time deposit accounts, certificates of deposit and money market deposits maturing within 180 days of the date of acquisition thereof issued by a bank or trust company which is organized and existing under the laws of the United States, or any state thereof, and which bank or trust company has capital and surplus aggregating in excess of $500.0 million and has outstanding debt which is rated “A” (or such similar equivalent rating) or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act) or any money-market fund sponsored by a registered broker dealer or mutual fund distributor;

 

  (4) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

 

  (5) commercial paper having the highest rating obtainable from Moody’s Investors Service, Inc. or Standard & Poor’s Ratings Services (or carrying an equivalent rating by another nationally recognized rating agency if both of such two rating agencies cease publishing ratings of investments) and maturing not more than 180 days after the date of acquisition;

 

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  (6) money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (5) of this definition; and (7) in the case of any Subsidiary organized or having its principal place of business outside the United States, investments denominated in the currency of the jurisdiction in which that Subsidiary is organized or has its principal place of business which are similar to the items specified in clauses (1) through (6) above, including, without limitation, any deposit with a bank that is a lender to any Restricted Subsidiary of Asbury.

“Change of Control” means the occurrence of any of the following:

 

  (1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of Asbury and its Restricted Subsidiaries, taken as a whole, to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act);

 

  (2) the adoption of a plan relating to the liquidation or dissolution of Asbury;

 

  (3) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as defined above) becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of Asbury, measured by voting power rather than number of shares;

 

  (4) the first day on which a majority of the members of the Board of Directors of Asbury are not Continuing Directors; or

 

  (5) Asbury consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, Asbury, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of Asbury or such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where the Voting Stock of Asbury outstanding immediately prior to such transaction is converted into or exchanged for Voting Stock (other than Disqualified Stock) of the surviving or transferee Person constituting a majority of the outstanding shares of such Voting Stock of such surviving or transferee Person (immediately after giving effect to such issuance).

“Consolidated Cash Flow” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication:

 

  (1) provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

 

  (2) consolidated interest expense of such Person and its Restricted Subsidiaries for such period whether or not capitalized ((i) including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations and (ii) excluding interest expense attributable to Indebtedness incurred under Floor Plan Facilities), to the extent that any such expense was deducted in computing such Consolidated Net Income; plus

 

  (3) dividends on preferred stock to the extent included in the calculation of Fixed Charges for the relevant period; plus

 

  (4)

depreciation, amortization (including amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash

 

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  expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; plus

 

  (5) any expenses or charges related to the incurrence of Indebtedness permitted to be made under the indenture (whether or not successful) or related to the offering of original notes; minus

 

  (6) non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business;

in each case, on a consolidated basis and determined in accordance with GAAP.

“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that:

 

  (1) the Net Income (or loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will not be included, except that such Net Income will be included to the extent of the amount of dividends or distributions paid in cash to the specified Person or a Restricted Subsidiary of the Person;

 

  (2) solely for the purposes of determining the amount available for Restricted Payments under clause 3(a) of the second paragraph “Certain Covenants—Restricted Payments,” the Net Income of any Restricted Subsidiary will be excluded, to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders;

 

  (3) the Net Income (or loss) of any Person acquired in a pooling of interests transaction for any period prior to the date of such acquisition will be excluded;

 

  (4) any gain or loss realized as a result of the cumulative effect of a change in accounting principles will be excluded; and

 

  (5) any non-cash asset impairment charge or goodwill impairment charge will be excluded.

“Consolidated Net Tangible Assets” of any Person means, as of any date, the amount which, in accordance with GAAP, would be set forth under the caption “Total Assets” (or any like caption) on a consolidated balance sheet of such Person and its Restricted Subsidiaries as of the end of the most recently ended fiscal quarter for which internal financial statements are available, less all intangible assets, including, without limitation, goodwill, organization costs, patents, trademarks, copyrights, franchises and research and development costs.

“Consolidated Total Assets” of any Person means, as of any date, the amount which, in accordance with GAAP, would be set forth under the caption “Total Assets” (or any like caption) on a consolidated balance sheet of such Person and its Restricted Subsidiaries, as of the end of the most recently ended fiscal quarter for which internal financial statements are available.

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors of Asbury who:

 

  (1) was a member of such Board of Directors on November 16, 2010; or

 

  (2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board at the time of such nomination or election.

 

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“Covenant Defeasance” has the meaning set forth above under the caption “Legal Defeasance and Covenant Defeasance.”

“Credit Agreement” means collectively, (i) the Revolving Credit Agreement, dated as of September 26, 2008, among Asbury Automotive Group, Inc., as the Borrower, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the other Lenders party thereto, as amended, (ii) the Master Loan Agreement, dated as of June 4, 2008, among certain subsidiaries of Asbury Automotive Group, Inc. party thereto and Wachovia Bank, National Association and Wachovia Financial Services, Inc., as amended and (iii) the Credit Agreement, dated as of October 29, 2008, among Asbury Automotive Group, Inc., as the Borrower, certain subsidiaries of Asbury Automotive Group, Inc., as Guarantors, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other Lenders party thereto, as amended, in each case as further amended, modified, renewed, refunded, replaced or refinanced or otherwise restructured in whole or in part from time to time, whether by the same or any other agent, lender or group of lenders (provided that the borrowings under the instrument reflecting such amendment, modification, renewal, refunding, replacement, refinancing or restructuring constitute Senior Debt).

“Credit Facility” or “Credit Facilities” means, one or more debt facilities (including, without limitation, the Credit Agreement), indentures, debt instruments, security documents and other related agreements or commercial paper facilities, in each case with banks or other institutional lenders providing for revolving credit loans, term loans, or letters of credit, in each case, as amended, extended, renewed, restated, supplemented, Refinanced, replaced or otherwise modified (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions, or lenders or holders) from time to time.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Defeasance Trust” has the meaning set forth above under the caption “Legal Defeasance and Covenant Defeasance.”

“Designated Non-cash Consideration” means the fair market value of non-cash consideration received by Asbury or any Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis for such valuation, executed by the principal financial officer of Asbury, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

“Designated Senior Debt” has the meaning set forth above under the caption “Subordination.”

“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder of the Capital Stock), or upon the happening of any event (other than any event solely within the control of the issuer thereof), matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require Asbury to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that Asbury may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under the caption “—Certain Covenants—Restricted Payments.”

“Domestic Subsidiary” means any Restricted Subsidiary of Asbury that was formed under the laws of the United States or any state of the United States or the District of Columbia.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

 

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“Equity Offering” means any primary offering of common stock of Asbury; provided that, if such primary offering is not a public offering, it shall not include the portion of such offering made to an Affiliate of Asbury.

“Excess Proceeds” has the meaning set forth above under the caption “Repurchase at the Option of Holders—Asset Sales.”

“Existing Indebtedness” means the Indebtedness of Asbury and its Restricted Subsidiaries (other than Indebtedness under the Credit Agreement and under Floor Plan Facilities) in existence on the date of the indenture, until such amounts are repaid.

“Fixed Charges” means, with respect to any specified Person and its Restricted Subsidiaries for any period, the sum, without duplication, of:

 

  (1) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations (but excluding interest expense attributable to Indebtedness incurred under Floor Plan Facilities); plus

 

  (2) the consolidated interest of such Person and its Restricted Subsidiaries that was capitalized during such period; plus

 

  (3) any interest expense on Indebtedness of another Person that is Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus

 

  (4) the product of (a) all dividends whether or not in cash, on any series of preferred stock of such Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of Asbury (other than Disqualified Stock) or the applicable Restricted Subsidiary to Asbury or a Restricted Subsidiary of Asbury times (b) a fraction, the numerator of which is one and the denominator of which is one minus the effective combined federal, state and local tax rate of such Person for such period as specified by the chief financial officer of such Person in good faith, expressed as a decimal,

in each case, on a consolidated basis and in accordance with GAAP.

“Fixed Charge Coverage Ratio” means with respect to any specified Person for any four-quarter reference period, the ratio of the Consolidated Cash Flow of such Person and its Restricted Subsidiaries for such period to the Fixed Charges of such Person and its Restricted Subsidiaries for such four-quarter reference period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, Guarantees, repays, repurchases or redeems any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom as if the same had occurred at the beginning of the applicable four-quarter reference period.

In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

 

  (1)

acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations and including any related financing transactions, during the four-quarter reference period or subsequent to such reference period and on or prior to the

 

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  Calculation Date will be given pro forma effect as if they had occurred on the first day of the four-quarter reference period and Consolidated Cash Flow for such reference period will be calculated on a pro forma basis in accordance with Regulation S-X under the Securities Act, but without giving effect to clause (3) of the proviso set forth in the definition of Consolidated Net Income;

 

  (2) the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, will be excluded; and

 

  (3) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date.

For purposes of this definition, whenever pro forma effect is to be given to an acquisition of assets, the amount of income or earnings relating thereto and the amount of Fixed Charges associated with any Indebtedness incurred in connection therewith, the pro forma calculations shall be determined in good faith by the Chief Financial Officer of Asbury. If any Indebtedness bears a floating rate of interest and is being given pro forma effected, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Hedging Obligation applicable to such Indebtedness if such Hedging Obligation has a remaining term in excess of 12 months; provided that any Hedging Obligation with a remaining term of less than 12 months shall be taken into account solely for the number of months remaining).

“Floor Plan Facility” means an agreement with Ford Motor Credit Company, General Motors Acceptance Corporation, DaimlerChrysler Services North America LLC or any other lending institution affiliated with a Manufacturer or any bank or asset-based lender under which Asbury or its Restricted Subsidiaries incur Indebtedness, all of the net proceeds of which are used to purchase, finance or refinance vehicles and/or vehicle parts and supplies to be sold in the ordinary course of the business of Asbury and its Restricted Subsidiaries and which may not be secured except by a Lien that does not extend to or cover any property other than property of the dealership(s) which use the proceeds of the Floor Plan Facility or other dealerships who have incurred Indebtedness from the same lender.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect as of the Issue Date.

“Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness.

“Guarantors” means:

 

  (1) each of Asbury’s Subsidiaries as of November 16, 2010; and

 

  (2) any other subsidiary that executes a Subsidiary Guarantee in accordance with the provisions of the indenture;

and their respective successors and assigns.

“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under:

 

  (1) interest rate swap agreements, interest rate cap agreements and interest rate collar agreements; and

 

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  (2) other agreements or arrangements of a similar character designed to protect such Person against fluctuations in interest rates.

“Holder” means the Person in whose name a note is registered on the registrar’s books.

“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent:

 

  (1) in respect of borrowed money;

 

  (2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

 

  (3) in respect of banker’s acceptances;

 

  (4) representing Capital Lease Obligations or Attributable Debt in respect of sale and leaseback transactions;

 

  (5) representing the balance deferred and unpaid of the purchase price of any property, except any such balance that constitutes an accrued expense or trade payable; or

 

  (6) representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit, Attributable Debt and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person.

The amount of any Indebtedness outstanding as of any date will be:

 

  (1) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount; or

 

  (2) the principal amount of the Indebtedness.

In addition, for the purpose of avoiding duplication in calculating the outstanding principal amount of Indebtedness for purposes of the covenant described under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock”, Indebtedness arising solely by reason of the existence of a Lien to secure other Indebtedness permitted to be incurred under the covenant described under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock” will not be considered incremental Indebtedness.

Indebtedness shall not include (x) the obligations of any Person (A) resulting from the endorsement of negotiable instruments for collection in the ordinary course of business and (B) under stand-by letters of credit to the extent collateralized by cash or Cash Equivalents or (y) Indebtedness that has been defeased or satisfied and discharged in accordance with the terms of the documents governing such Indebtedness, and (z) in connection with the purchase by Asbury or any Restricted Subsidiary of any business, (1) customary indemnification obligations or (2) post-closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment is otherwise contingent; provided, however, that, at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid within 60 days thereafter. The payment of fees and premiums and additional payments with respect to Indebtedness and the realization of any Permitted Lien will not be deemed to be an incurrence of Indebtedness for purposes of the indenture.

“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or other obligations), advances or

 

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capital contributions (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If Asbury or any Restricted Subsidiary of Asbury sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of Asbury such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of Asbury, Asbury will be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Equity Interests of such Subsidiary not sold or disposed of in an amount determined as provided in the final paragraph of the covenant described above under the caption “—Certain Covenants—Restricted Payments.” The acquisition by Asbury or any Restricted Subsidiary of Asbury of a Person that holds an Investment in a third Person will be deemed to be an Investment by Asbury or such Subsidiary in such third Person in an amount equal to the fair market value of the Investment held by the acquired Person in such third Person in an amount determined as provided in the final paragraph of the covenant described above under the caption “—Certain Covenants —Restricted Payments.”

Except as otherwise provided for herein, the amount of an Investment shall be its fair value at the time the Investment is made and without giving effect to subsequent changes in value.

“Legal Defeasance” has the meaning set forth above under the caption “—Legal Defeasance and Covenant Defeasance.”

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

“Manufacturer” means a vehicle manufacturer which is party to a dealership or national framework franchise agreement with Asbury or a Restricted Subsidiary of Asbury.

“Net Income” means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however:

 

  (1) any gain (or loss), together with any related provision for taxes on such gain (or loss), realized in connection with: (a) any Asset Sale; or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries;

 

  (2) non-cash impairment charges or non-cash asset write-offs or write-downs; and

 

  (3) any extraordinary gain (or loss), together with any related provision for taxes on such extraordinary gain (or loss).

“Net Proceeds” means the aggregate cash proceeds received by Asbury or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale, but only as and when received), in each case net of:

 

  (1) the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, recording fees, title transfer fees, appraiser fees and any relocation expenses incurred as a result of the Asset Sale;

 

  (2) taxes paid or payable as a result of the Asset Sale, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements;

 

  (3) amounts required to be applied to the permanent repayment of Indebtedness secured by a Lien on the asset or assets that were the subject of such Asset Sale;

 

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  (4) all pro rata distributions and other pro rata payments required to be made to minority interest holders in Restricted Subsidiaries of Asbury or joint ventures as a result of such Asset Sale; and

 

  (5) any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP.

“Non-Recourse Debt” means Indebtedness:

 

  (1) as to which neither Asbury nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender;

 

  (2) no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of Asbury or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to its stated maturity; and

 

  (3) as to which the lenders have been notified in writing (which may be by the terms of the instrument evidencing such Indebtedness) that they will not have any recourse to the stock (other than the stock of an Unrestricted Subsidiary pledged by Asbury or any of its Restricted Subsidiaries) or assets of Asbury or any of its Restricted Subsidiaries.

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

“Payment Default” has the meaning set forth above under the caption “—Events of Default and Remedies.”

“Permitted Business” means any business that derives a majority of its revenues from the businesses engaged in by Asbury and its Restricted Subsidiaries on November 16, 2010 and/or activities that are reasonably similar, ancillary, incidental, complementary or related to, or a reasonable extension, development or expansion of, the businesses in which Asbury and its Restricted Subsidiaries are engaged on the date of original issuance of the notes.

“Permitted Investments” means:

 

  (1) any Investment in Asbury or in a Restricted Subsidiary of Asbury;

 

  (2) any Investment in cash or Cash Equivalents;

 

  (3) any Investment by Asbury or any Restricted Subsidiary of Asbury in a Person, if as a result of such Investment:

 

  (a) such Person becomes a Restricted Subsidiary of Asbury; or

 

  (b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, Asbury or a Restricted Subsidiary of Asbury;

 

  (4) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale (or sales or other dispositions of assets not constituting an Asset Sale) that was made pursuant to and in compliance with the covenant described above under the caption “—Repurchase at the Option of Holders—Asset Sales”;

 

  (5) any Investment to the extent made in exchange for or net cash proceeds from the issuance of Equity Interests (other than Disqualified Stock) of Asbury;

 

  (6) Hedging Obligations;

 

  (7) Investments in prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits;

 

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  (8) transactions with officers, directors and employees of Asbury or any of its Restricted Subsidiaries entered into in the ordinary course of business (including compensation, employee benefit or indemnity arrangements with any such officer, director or employee) and consistent with past business practices;

 

  (9) any Investment consisting of a guarantee permitted under “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock” above;

 

  (10) Investments consisting of non-cash consideration received in the form of securities, notes or similar obligations in connection with dispositions of obsolete assets or assets damaged in the ordinary course of business and permitted pursuant to the indenture;

 

  (11) advances, loans or extensions of credit to suppliers in the ordinary course of business by Asbury or any of its Restricted Subsidiaries;

 

  (12) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business;

 

  (13) loans and advances to employees made in the ordinary course of business not to exceed $2.5 million in the aggregate at any one time outstanding;

 

  (14) payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;

 

  (15) Investments in any Person to the extent such Investment existed on date of the indenture and any Investment that replaces, refinances or refunds such an Investment, provided that the new Investment is in an amount that does not exceed that amount replaced, refinanced or refunded and is made in the same Person as the Investment replaced, refinanced or refunded;

 

  (16) trade receivables and prepaid expenses, in each case arising in the ordinary course of business; provided that such receivables and prepaid expenses would be recorded as assets in accordance with GAAP; and

 

  (17) other Investments in any Person having an aggregate fair market value, when taken together with all other Investments made pursuant to this clause (17) since November 16, 2010, not to exceed $15.0 million, plus, to the extent such other Investments pursuant to this clause (17) are made by Asbury or any of its Restricted Subsidiaries in any Person and such Investment is sold for cash or otherwise liquidated or repaid, purchased or redeemed for cash, an amount equal to the lesser of (i) such cash (less the cost of disposition, if any) and (ii) the amount of such Investment.

“Permitted Junior Securities” has the meaning set forth above under the caption “—Subordination.”

“Permitted Liens” means:

 

  (1) Liens of Asbury or any of its Restricted Subsidiaries securing Senior Debt that were permitted by the terms of the indenture, as executed on November 16, 2010, to be incurred;

 

  (2) Liens upon any property or assets of Asbury or any of its Restricted Subsidiaries, owned on November 16, 2010 or thereafter acquired or that may be acquired, which secures any Indebtedness that ranks pari passu with or subordinate to the notes; provided that:

 

  (a) if such Lien secures Indebtedness which is pari passu with the notes, the notes are secured on an equal and ratable basis with the Indebtedness so secured until such time as such Indebtedness is no longer secured by a Lien, or

 

  (b) if such Lien secures Indebtedness which is subordinated to the notes, any such Lien shall be subordinated to a Lien granted to the holders of the notes in the same collateral as that securing such Lien to the same extent as such subordinated Indebtedness is subordinated to the notes;

 

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  (3) Liens in favor of Asbury or any of its Restricted Subsidiaries;

 

  (4) Liens on property or shares of stock of a Person existing at the time such Person is merged with or into or consolidated with Asbury or any Subsidiary of Asbury; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with Asbury or the Subsidiary;

 

  (5) Liens on property existing at the time of acquisition of the property by Asbury or any Subsidiary of Asbury, provided that such Liens were in existence prior to the contemplation of such acquisition;

 

  (6) Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business;

 

  (7) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause (5) of the second paragraph of the covenant entitled “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock” covering only the assets acquired with such Indebtedness;

 

  (8) Liens existing on November 16, 2010;

 

  (9) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded, provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor;

 

  (10) Liens incurred in the ordinary course of business of Asbury or any Restricted Subsidiary of Asbury with respect to obligations that do not exceed $10.0 million at any one time outstanding;

 

  (11) zoning restrictions, easements, rights-of-way, restrictions on the use of real property, other similar encumbrances or real property incurred in the ordinary course of business and minor irregularities of title to real property that do not (a) secure Indebtedness or (b) individually or in the aggregate materially impair the value of the real property affected thereby or the occupation, use and enjoyment in the ordinary course of business of Asbury and the Restricted Subsidiaries at such real property;

 

  (12) Liens created by or resulting from any litigation or other proceedings or resulting from operation of law with respect to any judgments, awards or orders to the extent that such litigation, other proceedings, judgments, awards or orders do not cause or constitute an Event of Default;

 

  (13) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and cash equivalents on deposit in one or more accounts maintained by Asbury or any Restricted Subsidiary in accordance with the provisions of the indenture in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements; provided that in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness;

 

  (14) Liens securing Hedging Obligations of the type permitted by clause (8) of the definition of “Permitted Indebtedness;”

 

  (15) Liens securing Indebtedness of a Restricted Subsidiary owed to and held by Asbury or a Restricted Subsidiary; and

 

  (16) Liens in the form of licenses, leases or subleases on any asset incurred by Asbury or any Restricted Subsidiary, which licenses, leases or subleases do not interfere, individually or in the aggregate, in any material respect with the business of Asbury or such Restricted Subsidiary and is incurred in the ordinary course of business.

 

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“Permitted Refinancing Indebtedness” means any Indebtedness of Asbury or any of its Restricted Subsidiaries issued to Refinance other Indebtedness of Asbury or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

 

  (1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness being Refinanced (plus all accrued interest on the Indebtedness and the amount of all expenses and premiums incurred in connection therewith);

 

  (2) such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being Refinanced;

 

  (3) if the Indebtedness being Refinanced is subordinated in right of payment to the notes, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the notes on terms at least as favorable to the Holders of notes as those contained in the documentation governing the Indebtedness Refinanced; and

 

  (4) such Indebtedness is incurred either by Asbury or by the Restricted Subsidiary who is the obligor on the Indebtedness being Refinanced.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

“Refinance” means, in respect of any Indebtedness, to refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue other Indebtedness in exchange or replacement for, such Indebtedness. “Refinanced” and “Refinancing” shall have correlative meanings.

“Replacement Assets” means (x) properties and assets (other than cash or any Capital Stock or other security) that will be used in a Permitted Business of Asbury and its Restricted Subsidiaries or (y) Capital Stock of any Person that will become on the date of acquisition thereof a Restricted Subsidiary as a result of such Acquisition and that is involved principally in Permitted Businesses.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Subsidiary” of a Person means any Subsidiary of such Person that is not an Unrestricted Subsidiary.

“Senior Debt” has the meaning set forth above under the caption “—Subordination.”

“Senior Subordinated Indebtedness” means, with respect to any Person, the notes (in the case of Asbury), the Subsidiary Guarantees (in the case of a Guarantor) and any other Indebtedness of such Person that specifically provides that such Indebtedness is to rank pari passu with the notes or such Subsidiary Guarantee, as the case may be, in right of payment and is not subordinated by its terms in right of payment to any Indebtedness or other obligation of such Person which is not Senior Debt of such Person.

“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act of 1933, as amended, as such Regulation is in effect on the date of the indenture.

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

 

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“Subsidiary” means, with respect to any specified Person:

 

  (1) any corporation, limited liability company, association or other business entity whether now existing or hereafter formed or acquired of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

 

  (2) any partnership whether now existing or hereafter formed or acquired (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

“Subsidiary Guarantee” means a Guarantee by a Guarantor of Asbury’s obligations with respect to the notes.

“Unrestricted Subsidiary” means any Subsidiary of Asbury that is designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a Board Resolution and any Subsidiary of an Unrestricted Subsidiary, but only to the extent that such Subsidiary:

 

  (1) has no Indebtedness other than Non-Recourse Debt;

 

  (2) is not party to any agreement, contract, arrangement or understanding with Asbury or any Restricted Subsidiary of Asbury unless the terms of any such agreement, contract, arrangement or understanding are not materially less favorable to Asbury or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of Asbury;

 

  (3) is a Person with respect to which neither Asbury nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and

 

  (4) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of Asbury or any of its Restricted Subsidiaries.

Any designation of a Subsidiary of Asbury as an Unrestricted Subsidiary will be evidenced to the trustee by filing with the trustee a certified copy of the Board Resolution giving effect to such designation and an officers’ certificate certifying that such designation complied with the preceding conditions and was permitted by the covenant described above under the caption “—Certain Covenants—Restricted Payments.” If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of the indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Asbury as of such date and, if such Indebtedness is not permitted to be incurred as of such date under the covenant described under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock,” Asbury will be in default of such covenant. The Board of Directors of Asbury may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Asbury of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under the covenant described under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock,” calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

 

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“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

 

  (1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

 

  (2) the then outstanding principal amount of such Indebtedness.

 

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CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of certain U.S. federal income tax considerations relating to the exchange of unregistered original notes for registered exchange notes pursuant to the exchange offer, but does not purport to be a complete analysis of all the potential tax considerations relating to the exchange offer. This summary is based upon the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated thereunder, administrative rulings and pronouncements, and judicial decisions, all as in effect on the date of this prospectus and all of which are subject to change, possibly with retroactive effect, or different interpretations.

This discussion does not address all of the U.S. federal income tax consequences that may be relevant to a holder in light of such holder’s particular circumstances or to holders subject to special rules, such as banks and certain other financial institutions, partnerships and other pass-through entities, regulated investment companies, real estate investment trusts, U.S. expatriates, insurance companies, dealers in securities or currencies, traders in securities, U.S. holders whose functional currency is not the U.S. dollar, holders subject to alternative minimum tax, tax-exempt organizations, tax deferred or other retirement accounts and persons holding the notes as part of a “straddle,” “hedge,” “conversion transaction” or other integrated transaction. In addition, this discussion is limited to persons that hold the notes as “capital assets” (generally, property held for investment) within the meaning of Section 1221 of the Code. This discussion does not address the Medicare tax on net investment income or the effect of any applicable state, local, foreign or other tax laws, including gift and estate tax laws.

This summary of certain U.S. federal income tax considerations is for general information only and is not tax advice. This summary is not binding on the Internal Revenue Service (the “IRS”). We have not sought and will not seek any rulings from the IRS with respect to the statements made in this summary, and there can be no assurance that the IRS will not take a position contrary to these statements or that a contrary position taken by the IRS would not be sustained by a court. You are urged to consult your own tax advisor with respect to the application of the U.S. federal income tax laws to your particular situation, as well as any tax considerations arising under other U.S. federal tax laws, the laws of any state, local or foreign taxing jurisdiction or any applicable income tax treaty.

The exchange of an original note for an exchange note pursuant to the exchange offer will not constitute a taxable exchange for U.S. federal income tax purposes. Rather, the exchange note you receive will be treated as a continuation of your investment in the corresponding original note surrendered in the exchange. Consequently, you will not recognize any taxable gain or loss upon the receipt of an exchange note pursuant to the exchange offer. The holding period for an exchange note will include the holding period of the original note exchanged pursuant to the exchange offer, and the tax basis in an exchange note will be the same as the adjusted tax basis in the original note immediately before such exchange.

 

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PLAN OF DISTRIBUTION

Any broker-dealer that holds original notes that were acquired for its own account as a result of market-making activities or other trading activities (other than original notes acquired directly from us) may exchange such original notes pursuant to the exchange offer. Any such broker-dealer, however, may be deemed to be an “underwriter” within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of exchange notes received by such broker-dealer in the exchange offer. Such prospectus delivery requirement may be satisfied by the delivery by such broker-dealer of this prospectus.

We have agreed to make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with such resales for up to 90 days from the effective date of the registration statement of which this prospectus forms a part. We will provide sufficient copies of this prospectus, as amended or supplemented, to any broker-dealer promptly upon request at any time during such 90-day period in order to facilitate such resales.

We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account in the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any of these resales may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from these broker-dealers and/or the purchasers of exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account in the exchange offer and any broker-dealer that participates in a distribution of the exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of exchange notes and any commission or concessions received by any such person may be deemed to be underwriting compensation under the Securities Act. The accompanying letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

We have agreed to pay all expenses incident to the exchange offer, including the expenses of one counsel for the holders of the original notes, other than commissions or concessions of any brokers or dealers and will indemnify the holders of the original notes, including any broker-dealers, against certain liabilities, including liabilities under the Securities Act.

 

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LEGAL MATTERS

Jones Day, Atlanta, Georgia, will pass upon certain legal matters for us regarding the exchange notes and the related guarantees. Each of Hill Ward Henderson, Tampa, Florida, Brooks, Pierce, McLendon, Humphrey & Leonard, L.L.P., Greensboro, North Carolina and Stoel Rives LLP, Portland, Oregon, will pass upon certain legal matters under Florida law, North Carolina law and Oregon law, respectively, regarding the guarantees of the exchange notes.

 

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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements as of December 31, 2012 and 2011, and for each of the three years in the period ended December 31, 2012 included in our Annual Report on Form 10-K for the year ended December 31, 2012, and the effectiveness of our internal control over financial reporting as of December 31, 2012, as set forth in their reports, which are incorporated by reference in this prospectus and elsewhere in the registration statement. Our consolidated financial statements as of December 31, 2012 and 2011, and for each of the three years in the period ended December 31, 2012 are incorporated by reference in reliance on Ernst & Young LLP’s reports, given on their authority as experts in accounting and auditing.

 

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LOGO

Asbury Automotive Group, Inc.

Offer to Exchange up to $100,000,000

Aggregate Principal Amount of

Registered 8.375% Senior Subordinated Notes due 2020

For

a Like Principal Amount of Outstanding

Restricted 8.375% Senior Subordinated Notes due 2020

Issued in June 2013

 

 

PROSPECTUS

 

 

                    , 2013

 

 

 

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PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

 

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Delaware Registrants

Section 145(a) of the Delaware General Corporation Law (the “DGCL”) provides, in relevant part, that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. Under Section 145(b) of the DGCL, such eligibility for indemnification may be further subject to the adjudication of the Delaware Court of Chancery or the court in which such action or suit was brought.

Section 102(b)(7) of the DGCL provides that a corporation may in its certificate of incorporation contain a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability: (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) under Section 174 of the DGCL (pertaining to certain prohibited acts including unlawful payment of dividends or unlawful purchase or redemption of the corporation’s capital stock); or (iv) for any transaction from which the director derived an improper personal benefit. Asbury Automotive Group, Inc. has a provision in its certificate of incorporation eliminating such personal liability of its directors under such terms.

Unlike the certificate of incorporation of PLANO LINCOLN-MERCURY, INC., the certificate of incorporation of Asbury Automotive Group, Inc. indemnifies its directors and officers to the maximum extent allowed by Delaware law.

Asbury Automotive Group, Inc. has also entered into indemnification agreements with its directors and certain of its officers that require it, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers to the fullest extent permitted by law. Asbury Automotive Group, Inc. and the other Delaware registrants also maintain liability insurance for the benefit of their directors and officers.

Section 18-108 of the Delaware Limited Liability Company Act provides that, subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

Section 5.02 of each of the limited liability company agreements of the limited liability companies listed below provides that each may indemnify its members, directors and officers of the company and any other designated person on an after-tax basis for any damage, judgment, amount paid in settlement, fine, penalty, punitive damages, excise tax or cost or expense of any nature (including attorneys’ fees and disbursements) to the fullest extent provided or allowed by the laws of Delaware; provided, however, that no indemnity shall be payable against any liability incurred by such person by reason of (i) fraud, willful violation of law, gross negligence or such person’s material breach of the limited liability company agreement or such person’s bad faith or (ii) the receipt by such person from the company of a personal benefit to which such person is or was not legally entitled.

 

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Each of the following Delaware limited liability company registrants are subject to the foregoing provisions: AF Motors, L.L.C., Arkansas Automotive Services, L.L.C., Asbury AR Niss L.L.C., Asbury Atlanta AC L.L.C., Asbury Atlanta AU L.L.C., Asbury Atlanta BM L.L.C., Asbury Atlanta Chevrolet L.L.C., Asbury Atlanta Hon L.L.C., Asbury Atlanta Inf L.L.C., Asbury Atlanta Infiniti L.L.C., Asbury Atlanta Jaguar L.L.C., Asbury Atlanta Lex L.L.C., Asbury Atlanta Nis L.L.C., Asbury Atlanta Toy L.L.C., Asbury Atlanta VB L.L.C., Asbury Atlanta VL L.L.C., Asbury Automotive Arkansas Dealership Holdings L.L.C., Asbury Automotive Arkansas L.L.C., ASBURY AUTOMOTIVE ATLANTA II L.L.C., Asbury Automotive Atlanta L.L.C., Asbury Automotive Central Florida, L.L.C., Asbury Automotive Deland, L.L.C., Asbury Automotive Fresno L.L.C., Asbury Automotive Group L.L.C., Asbury Automotive Jacksonville GP L.L.C., Asbury Automotive Management L.L.C., Asbury Automotive Mississippi L.L.C., Asbury Automotive North Carolina Dealership Holdings L.L.C., Asbury Automotive North Carolina L.L.C., Asbury Automotive North Carolina Management L.L.C., Asbury Automotive North Carolina Real Estate Holdings L.L.C., Asbury Automotive Oregon L.L.C., Asbury Automotive Southern California L.L.C., ASBURY AUTOMOTIVE ST. LOUIS II L.L.C., Asbury Automotive St. Louis, L.L.C., Asbury Automotive Tampa GP L.L.C., Asbury Automotive Texas L.L.C., Asbury Automotive Texas Real Estate Holdings L.L.C., Asbury CH Motors L.L.C., Asbury Deland Imports 2, L.L.C., Asbury Fresno Imports L.L.C., Asbury Jax AC, LLC, Asbury Jax Hon L.L.C., Asbury Jax K L.L.C., Asbury Jax Management L.L.C., Asbury Jax VW L.L.C., ASBURY MS CHEV, L.L.C., Asbury MS Gray-Daniels L.L.C., Asbury No Cal Niss L.L.C., Asbury Sacramento Imports L.L.C., Asbury SC JPV L.L.C., Asbury SC LEX L.L.C., Asbury SC TOY L.L.C., ASBURY SO CAL DC L.L.C., ASBURY SO CAL HON L.L.C., Asbury So Cal Niss L.L.C., Asbury South Carolina Real Estate Holdings L.L.C., Asbury St. Louis Cadillac L.L.C., ASBURY ST. LOUIS FSKR, L.L.C., Asbury St. Louis Lex L.L.C., Asbury St. Louis LR L.L.C., Asbury St. Louis M L.L.C., Asbury Tampa Management L.L.C., ASBURY TEXAS D FSKR, L.L.C., ASBURY TEXAS H FSKR, L.L.C., Asbury-Deland Imports, L.L.C., Atlanta Real Estate Holdings L.L.C., BFP Motors L.L.C., Camco Finance II L.L.C., CFP Motors L.L.C., CH Motors L.L.C., CK Chevrolet LLC, CK Motors LLC, CN Motors L.L.C., Coggin Cars L.L.C., Coggin Chevrolet L.L.C., CP-GMC Motors L.L.C., Crown CHH L.L.C., Crown CHO L.L.C., Crown CHV L.L.C., Crown FDO L.L.C., Crown FFO Holdings L.L.C., Crown FFO L.L.C., Crown GAC L.L.C., Crown GBM L.L.C., Crown GCA L.L.C., Crown GDO L.L.C., Crown GHO L.L.C., Crown GNI L.L.C., Crown GPG L.L.C., Crown GVO L.L.C., Crown Motorcar Company L.L.C., CROWN PBM L.L.C., Crown RIA L.L.C., Crown RIB L.L.C., Crown SJC L.L.C., Crown SNI L.L.C., CSA Imports L.L.C., ESCUDE-NN L.L.C., ESCUDE-NS L.L.C., ESCUDE-T L.L.C., Florida Automotive Services L.L.C., HFP Motors L.L.C., JC Dealer Systems, LLC, KP Motors L.L.C., McDAVID AUSTIN-ACRA, L.L.C., MCDAVID FRISCO-HON, L.L.C., MCDAVID GRANDE, L.L.C., MCDAVID HOUSTON-HON, L.L.C., McDAVID HOUSTON-NISS, L.L.C., McDAVID IRVING-HON, L.L.C., McDAVID OUTFITTERS, L.L.C., MCDAVID PLANO-ACRA, L.L.C., Mid-Atlantic Automotive Services, L.L.C., Mississippi Automotive Services, L.L.C., Missouri Automotive Services, L.L.C., NP FLM L.L.C., NP MZD L.L.C., NP VKW L.L.C., Premier NSN L.L.C., Premier Pon L.L.C., Prestige Bay L.L.C., Prestige TOY L.L.C., Southern Atlantic Automotive Services, L.L.C., Texas Automotive Services, L.L.C., Thomason Dam L.L.C., Thomason Frd L.L.C., Thomason Hund L.L.C., Thomason Pontiac-GMC L.L.C.

Section 17-108 of the Delaware Revised Uniform Limited Partnership Act (“DRULPA”) provides, in relevant part, that, subject to such standards and provisions, if any, as are set forth in its limited partnership agreement, a limited partnership may, and shall have the power to, indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever.

Section 5.02 of each of the limited partnership agreements of the limited partnerships listed below provides that each may indemnify its partners, directors and officers of the partnership and any other designated person on an after-tax basis for any damage, judgment, amount paid in settlement, fine, penalty, punitive damages, excise tax or cost or expense of any nature (including attorneys’ fees and disbursements) to the fullest extent provided or allowed by the laws of Delaware; provided, however, that no indemnity shall be payable against any liability incurred by such person by reason of (i) fraud, willful violation of law, gross negligence or such person’s material breach of the limited partnership agreement or such person’s bad faith or (ii) the receipt by such person from the partnership of a personal benefit to which such person is or was not legally entitled. Each of the

 

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following Delaware limited partnership registrants listed below are subject to the foregoing provisions: ANL, L.P., Asbury Automotive Brandon, L.P., Asbury Automotive Jacksonville, L.P., Asbury Automotive Tampa, L.P., Asbury Jax Holdings, L.P., Bayway Financial Services, L.P., Coggin Management, L.P., Tampa Hund, L.P., Tampa Kia, L.P., Tampa LM, L.P., Tampa Mit, L.P., WMZ Motors, L.P. and WTY Motors, L.P.

Oregon Registrant

Section 60.391 of the Oregon Business Corporation Act (the “OBCA”) provides, in relevant part, that a corporation may indemnify any director who is made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if (i) the conduct of the individual was in good faith, (ii) the individual reasonably believed that the individual’s conduct was in the best interests of the corporation, or at least not opposed to its best interests, and (iii) in the case of any criminal proceeding, the individual had no reasonable cause to believe the individual’s conduct was unlawful; provided, however, that the corporation may not indemnify an individual if (i) in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation or (ii) in connection with any other proceeding charging improper personal benefit to the director in which the individual was adjudged liable on the basis that personal benefit was improperly received by the director.

Section 60.394 of the OBCA provides that, unless otherwise limited by its articles of incorporation, a corporation shall indemnify any director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because of being a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding.

In addition, Section 60.407 of the OBCA provides, in relevant part, that, unless a corporation’s articles of incorporation provide otherwise, any officer is entitled to mandatory indemnification to the same extent as a director under Section 60.394.

Section 60.047 of the OBCA provides that a corporation may in its articles of incorporation eliminate or limit the personal liability of a director to the corporation or its shareholders for monetary damages for conduct as a director except for liability: for any breach of the director’s duty of loyalty to the corporation or its shareholders; for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; for any unlawful distribution under Section 60.367 of the OBCA (pertaining to certain prohibited acts including unlawful distributions); or for any transaction from which the director derived an improper personal benefit. A corporation may not include a provision in its articles of incorporation eliminating or limiting the personal liability of a director to the corporation or its shareholders, which eliminates or limits the liability of a directors for any act or omission occurring prior to the date when such provision becomes effective. The articles of incorporation of Thomason Auto Credit Northwest, Inc. provide that such registrant indemnifies its directors and officers to the maximum extent allowed by Oregon law.

In addition, pursuant to Section 60.411 of the OBCA, Thomason Auto Credit Northwest, Inc. may maintain liability insurance for the benefit of its directors and officers.

North Carolina Registrants

Section 57C-3-32 of the North Carolina Limited Liability Company Act (the “NCLLCA”) provides that the articles of organization or written operating agreement may eliminate or limit the personal liability of a manager, director, or executive for monetary damages for breach of any duty discharged in good faith as provided for in Section 57C-3-22 (other than for liability stemming from unlawful distributions under Section 57C-4-07) and may provide for indemnification of a manager, member, director or executive for judgments, settlements, penalties, fines, or expenses incurred in a proceeding to which the manager, member, director, or executive is a party because the person is or was a manager, member, director or executive (“indemnification”); provided, however, that no provision permitted by Section 57C-3-32 as described above may limit, eliminate, or indemnify against the liability of a manager, director, or executive for (i) acts or omissions that the manager, director, or

 

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executive knew at the time of the acts or omissions were clearly in conflict with the interests of the limited liability company, (ii) any transaction from which the manager, director, or executive derived an improper personal benefit, or (iii) acts or omissions occurring prior to the date such provision became effective, except that indemnification may be provided if approved by all of the members.

Section 57C-3-31 of the NCLLCA provides that, unless otherwise limited by its articles of organization or written operating agreement, a limited liability company must indemnify every manager, director, and executive in respect of payments made and personal liabilities reasonably incurred by the manager, director, and executive in the authorized conduct of its business or for the preservation of its business or property and shall further indemnify a member, manager, director, or executive who is wholly successful, on the merits or otherwise, in the defense of any proceeding to which the person was a party because the person is or was a member, manager, director, or executive of the limited liability company against reasonable expenses incurred by the person in connection with the proceeding.

Section 5.02 of each of the limited liability company agreements of the limited liability companies listed below provides that each may indemnify its members, directors and officers of the company and any other designated person on an after-tax basis for any damage, judgment, amount paid in settlement, fine, penalty, punitive damages, excise tax or cost or expense of any nature (including attorneys’ fees and disbursements) to the fullest extent provided or allowed by the laws of North Carolina; provided, however, that no indemnity shall be payable against any liability incurred by such person by reason of (i) fraud, willful violation of law, gross negligence or such person’s material breach of the limited liability company agreement or such person’s bad faith or (ii) the receipt by such person from the company of a personal benefit to which such person is or was not legally entitled. Each of the following North Carolina limited liability company registrants are subject to the foregoing provisions: Crown Acura/Nissan, LLC and Crown Honda, LLC.

In addition, the North Carolina registrants may maintain liability insurance for the benefit of their directors and officers.

Florida Registrants

Section 607.0850 of the Florida Business Corporation Act (the “FBCA”) provides, in relevant part, that a corporation may indemnify any person who was or is a party to any proceeding by reason of the fact that such person is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against liability incurred in connection with such proceeding, including any appeal thereof, if such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful; provided, however, no indemnification shall be made in connection with any proceeding brought by or in the right of a corporation where the person involved is adjudged to be liable to the corporation, except to the extent approved by a court. To the extent that any director, officer, employee or agent of the corporation has been successful on the merits or otherwise in the defense of any of the proceedings described above, the FBCA provides that the corporation is required to indemnify such person against expenses actually and reasonably incurred in connection therewith.

The indemnification and advancement of expenses provided pursuant to Section 607.0850 are not exclusive, and a corporation may make any other or further indemnification or advancement of expenses of any of its directors, officers, employees, or agents, under any bylaw, agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office. However, indemnification or advancement of expenses shall not be made to or on behalf of any director, officer, employee, or agent if a judgment or other final adjudication establishes that his or her actions, or omissions to act, were material to the cause of action so adjudicated and constitute: (a) violation of the criminal law, unless the director, officer, employee or agent had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful; (b) a transaction from which the director,

 

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officer, employee, or agent derived an improper personal benefit; (c) in the case of a director, a circumstance under which the liability provisions of Section 607.0834 are applicable; or (d) willful misconduct or a conscious disregard for the best interests of the corporation in a proceeding by or in the right of the corporation to procure a judgment in its favor or in a proceeding by or in the right of a shareholder. Each of the following Florida corporate registrants listed below are subject to the indemnification provision in accordance with Section 607.0850 of FBCA: Coggin Automotive Corp., Precision Computer Services, Inc., PRECISION ENTERPRISES TAMPA, INC., Precision Infiniti, Inc., PRECISION MOTORCARS, INC., and Precision Nissan, Inc.

Section 5.02 of each of the limited partnership agreements of the limited partnerships listed below provides that each may indemnify its partners, directors and officers of the partnership and any other designated person, on an after-tax basis for any damage, judgment, amount paid in settlement, fine, penalty, punitive damages, excise tax or cost or expense of any nature (including attorneys’ fees and disbursements) to the fullest extent provided or allowed by the laws of Florida; provided, however, that no indemnity shall be payable against any liability incurred by such person by reason of (i) fraud, willful violation of law, gross negligence or such person’s material breach of the limited partnership agreement or such person’s bad faith or (ii) the receipt by such person from the partnership of a personal benefit to which such person is or was not legally entitled. In addition, Florida law requires a partnership to reimburse a partner for payments made and indemnify a partner for liabilities incurred by the partner in the ordinary course of the business of the partnership or for the preservation of its business or property. Each of the following Florida limited partnership registrants listed below are subject to the foregoing provisions: Avenues Motors, Ltd., C&O PROPERTIES, LTD. and CHO Partnership, LTD.

The Florida registrants may maintain liability insurance for the benefit of their directors and officers.

 

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

 

(a) Exhibits.

The following exhibits are filed as part of this Form S-4:

 

4.1    Indenture, dated as of November 16, 2010, by and among Asbury Automotive Group, Inc., the Subsidiary Guarantors listed on Schedule I thereto and The Bank of New York Mellon, as Trustee, relating to the 8.375% Senior Subordinated Notes due 2020 (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 18, 2010 and incorporated herein by reference)
4.2    Form of 8.375% Senior Subordinated Notes due 2020 (included as Exhibit A in Exhibit 4.1 and filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on November 18, 2010 and incorporated herein by reference)
4.3    First Supplemental Indenture, dated as of December 30, 2010, by and among Asbury Automotive Group, Inc., each of the guarantors signatory thereto and The Bank of New York Mellon, as Trustee, related to the 8.375% Senior Subordinated Notes due 2020 (filed as Exhibit 4.14 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010)
4.4    Second Supplemental Indenture, dated as of September 27, 2011, by and among Asbury Automotive Group, Inc., each of the guarantors signatory thereto and The Bank of New York Mellon, as Trustee, related to the 8.375% Senior Subordinated Notes due 2020 (filed as Exhibit 4.16 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011)
4.5    Third Supplemental Indenture, dated as of February 15, 2013, by and among Asbury Automotive Group, Inc., each of the guarantors signatory thereto and The Bank of New York Mellon, as Trustee, related to the 8.375% Senior Subordinated Notes due 2020 (filed as Exhibit 4.16 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012)

 

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  4.6    Fourth Supplemental Indenture, dated as of June 20, 2013, by and among Asbury Automotive Group, Inc., each of the guarantors signatory thereto and The Bank of New York Mellon, as Trustee, related to the 8.375% Senior Subordinated Notes due 2020 (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 20, 2013 and incorporated herein by reference)
  4.7    Registration Rights Agreement, dated June 20, 2013, by and among Asbury Automotive Group, Inc. and the parties identified on the signature pages thereto (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on June 20, 2013 and incorporated herein by reference)
  5.1    Opinion of Jones Day
  5.2    Opinion of Hill, Ward & Henderson, P.A.
  5.3    Opinion of Brooks, Pierce, McLendon, Humphrey & Leonard LLP
  5.4    Opinion of Stoel Rives LLP
12.1    Statement Regarding Computation of Ratio of Earnings to Fixed Charges
23.1    Consent of Jones Day (included in exhibit 5.1)
23.2    Consent of Hill, Ward & Henderson, P.A. (included in exhibit 5.2)
23.3    Consent of Brooks, Pierce, McLendon, Humphrey & Leonard LLP (including in exhibit 5.3)
23.4    Consent of Stoel Rives LLP (included in exhibit 5.4)
23.5    Consent of Ernst & Young LLP
24.1    Power of Attorney (included on signature pages hereof)
25.1    Statement of Eligibility on Form T-1 of The Bank of New York Mellon with respect to the indenture dated as of November 16, 2010
99.1    Form of Letter of Transmittal

 

ITEM 22. UNDERTAKINGS.

The undersigned registrants hereby undertake:

 

  (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

  (i) to include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

 

  (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

 

  (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

 

  (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

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  (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

  (4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

 

  (5) That, for the purpose of determining liability of such registrants under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrants undertake that in a primary offering of securities of such registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrants will be a seller to the purchaser and will each be considered to offer or sell such securities to such purchaser:

 

  (i) any preliminary prospectus or prospectus of the undersigned registrants relating to the offering required to be filed pursuant to Rule 424;

 

  (ii) any free writing prospectus relating to the offering prepared by or on behalf of such registrant or used or referred to by the undersigned registrants;

 

  (iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrants or their securities provided by or on behalf of such registrant; and

 

  (iv) any other communication that is an offer in the offering made by such registrant to the purchaser.

 

  (6) That for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

  (7) To deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report, to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.

 

  (8)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant, pursuant to the provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by any such director, officer or controlling person in connection with the securities being registered, the registrant will,

 

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  unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether or not such indemnification is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

 

  (9) To respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

 

  (10) To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Duluth, State of Georgia, on June 21, 2013.

 

ASBURY AUTOMOTIVE GROUP, INC.
By:      

/s/ Craig T. Monaghan

  Name:       Craig T. Monaghan
  Title:   President and Chief Executive Officer

Each person whose signature to this Registration Statement appears below hereby appoints Craig T. Monaghan and Scott J. Krenz, and each of them, as his or her attorney-in-fact, with full power of substitution and resubstitution, to execute in the name and on behalf of such person, individually and in the capacity stated below, and to file all further amendments to this Registration Statement, which amendments may make such further changes in and additions to this Registration Statement as such attorney-in-fact may deem necessary or appropriate.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/  Craig T. Monaghan

    President and Chief Executive Officer, and
Director (principal executive officer)		   June 21, 2013
Craig T. Monaghan     

/s/ Scott J. Krenz

    Chief Financial Officer (principal financial
officer)		   June 21, 2013
Scott J. Krenz     

/s/ Michael J. Sawicki

    Controller and Chief Accounting Office
(principal accounting officer)		   June 21, 2013
Michael J. Sawicki     

/s/ Thomas C. DeLoach, Jr.

   

Director

Non-Executive Chairman of the Board

   June 21, 2013
Thomas C. DeLoach, Jr.     

/s/ Janet M. Clarke

    Director   June 21, 2013
Janet M. Clarke     

/s/ Dennis E. Clements

    Director   June 21, 2013
Dennis E. Clements     

/s/ Juanita T. James

    Director   June 21, 2013
Juanita T. James     

/s/ Vernon E. Jordan, Jr.

    Director   June 21, 2013
Vernon E. Jordan, Jr.     

/s/ Eugene S. Katz

    Director   June 21, 2013
Eugene S. Katz     

/s/ Michael S. Kearney

    Director   June 21, 2013
Michael S. Kearney     

/s/ Philip F. Maritz

    Director   June 21, 2013
Philip F. Maritz     

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Duluth, the State of Georgia, on June 21, 2013.

 

ASBURY AUTOMOTIVE GROUP L.L.C.
By:      

/s/ Craig T. Monaghan

  Name:       Craig T. Monaghan
  Title:   President and Chief Executive Officer

Each person whose signature to this Registration Statement appears below hereby appoints Craig T. Monaghan and Scott J. Krenz, and each of them, as his or her attorney-in-fact, with full power of substitution and resubstitution, to execute in the name and on behalf of such person, individually and in the capacity stated below, and to file all further amendments to this Registration Statement, which amendments may make such further changes in and additions to this Registration Statement as such attorney-in-fact may deem necessary or appropriate. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Craig T. Monaghan

    President and Chief Executive Officer,
and Director (principal executive officer)		   June 21, 2013
Craig T. Monaghan     

/s/ Scott J. Krenz

    Chief Financial Officer (principal financial
officer)		   June 21, 2013
Scott J. Krenz     

/s/ Michael J. Sawicki

    Controller and Chief Accounting Officer
(principal accounting officer)		   June 21, 2013
Michael J. Sawicki     

/s/ Michael S. Kearney

    Director   June 21, 2013
Michael S. Kearney     

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Duluth, State of Georgia, on June 21, 2013.

 

AF MOTORS, L.L.C.

ASBURY AR NISS L.L.C.

ASBURY ATLANTA AC L.L.C.

ASBURY ATLANTA AU L.L.C.

ASBURY ATLANTA BM L.L.C.

ASBURY ATLANTA HON L.L.C.

ASBURY ATLANTA INF L.L.C.

ASBURY ATLANTA INFINITI L.L.C.

ASBURY ATLANTA LEX L.L.C.

ASBURY ATLANTA NIS L.L.C.

ASBURY ATLANTA TOY L.L.C.

ASBURY ATLANTA VB L.L.C.

ASBURY ATLANTA VL L.L.C.

ASBURY AUTOMOTIVE BRANDON, L.P.

ASBURY AUTOMOTIVE ST. LOUIS, L.L.C.

ASBURY JAX AC, LLC

ASBURY JAX HON L.L.C.

ASBURY MS CHEV L.L.C.

ASBURY MS GRAY-DANIELS L.L.C.

ASBURY SC JPV L.L.C.

ASBURY SC LEX L.L.C.

ASBURY SC TOY L.L.C.

ASBURY ST. LOUIS FSKR, L.L.C.

ASBURY ST. LOUIS LEX L.L.C.

ASBURY ST. LOUIS LR L.L.C.

ASBURY ST. LOUIS M L.L.C.

ASBURY-DELAND IMPORTS, L.L.C.

AVENUES MOTORS, LTD.

BFP MOTORS L.L.C.

CFP MOTORS L.L.C.

CH MOTORS L.L.C.

CHO PARTNERSHIP, LTD.

CN MOTORS L.L.C.

COGGIN CARS L.L.C.

COGGIN CHEVROLET L.L.C.

CROWN CHH L.L.C.

CROWN FDO L.L.C.

CROWN FFO L.L.C.

CROWN GBM L.L.C.

CROWN GCA L.L.C.

CROWN GDO L.L.C.

CROWN GHO L.L.C.

CROWN GNI L.L.C.

CROWN GVO L.L.C.

CROWN MOTORCAR COMPANY L.L.C.

CROWN PBM L.L.C.

CROWN RIA L.L.C.

CROWN RIB L.L.C.

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CROWN SNI L.L.C.

CSA IMPORTS L.L.C.

ESCUDE-NN L.L.C.

ESCUDE-NS L.L.C.

ESCUDE-T L.L.C.

HFP MOTORS L.L.C.

KP MOTORS L.L.C

MCDAVID AUSTIN-ACRA, L.L.C.

MCDAVID FRISCO-HON, L.L.C.

MCDAVID HOUSTON-HON, L.L.C.

MCDAVID HOUSTON-NISS, L.L.C.

MCDAVID IRVING-HON, L.L.C.

MCDAVID PLANO-ACRA, L.L.C.

NP FLM L.L.C.

NP MZD L.L.C.

NP VKW L.L.C.

PLANO LINCOLN-MERCURY, INC.

PRECISION INFINITI, INC.

PRECISION MOTORCARS, INC.

PRECISION NISSAN, INC.

PREMIER NSN L.L.C.

PREMIER PON L.L.C.

PRESTIGE BAY L.L.C.

PRESTIGE TOY L.L.C.

TAMPA HUND, L.P.

TAMPA KIA, L.P.

WTY MOTORS, L.P.

 

By:      

/s/ Craig T. Monaghan

  Name:       Craig T. Monaghan
  Title:   Vice President

Each person whose signature to this Registration Statement appears below hereby appoints Craig T. Monaghan and Scott J. Krenz, and each of them, as his or her attorney-in-fact, with full power of substitution and resubstitution, to execute in the name and on behalf of such person, individually and in the capacity stated below, and to file all further amendments to this Registration Statement, which amendments may make such further changes in and additions to this Registration Statement as such attorney-in-fact may deem necessary or appropriate. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Michael S. Kearney

    President and Chief Executive Officer, and
Director (principal executive officer)		   June 21, 2013
Michael S. Kearney     

/s/ Keith Style

    Chief Financial Officer (principal financial
and accounting officer)		   June 21, 2013
Keith Style     

/s/ Craig T. Monaghan

    Director   June 21, 2013
Craig T. Monaghan     

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Duluth, State of Georgia, on June 21, 2013.

 

ANL, L.P.
ARKANSAS AUTOMOTIVE SERVICES, L.L.C.
ASBURY ATLANTA CHEVROLET L.L.C.
ASBURY ATLANTA JAGUAR L.L.C.
ASBURY AUTOMOTIVE ARKANSAS DEALERSHIP HOLDINGS L.L.C.
ASBURY AUTOMOTIVE ARKANSAS L.L.C.
ASBURY AUTOMOTIVE ATLANTA II L.L.C.
ASBURY AUTOMOTIVE ATLANTA L.L.C.
ASBURY AUTOMOTIVE CENTRAL FLORIDA, L.L.C.
ASBURY AUTOMOTIVE DELAND, L.L.C.
ASBURY AUTOMOTIVE FRESNO L.L.C.
ASBURY AUTOMOTIVE GROUP L.L.C.
ASBURY AUTOMOTIVE JACKSONVILLE GP L.L.C.
ASBURY AUTOMOTIVE JACKSONVILLE, L.P.
ASBURY AUTOMOTIVE MANAGEMENT L.L.C.
ASBURY AUTOMOTIVE MISSISSIPPI L.L.C.
ASBURY AUTOMOTIVE NORTH CAROLINA DEALERSHIP HOLDINGS L.L.C.
ASBURY AUTOMOTIVE NORTH CAROLINA L.L.C.
ASBURY AUTOMOTIVE NORTH CAROLINA MANAGEMENT L.L.C.
ASBURY AUTOMOTIVE NORTH CAROLINA REAL ESTATE HOLDINGS L.L.C.
ASBURY AUTOMOTIVE OREGON L.L.C.
ASBURY AUTOMOTIVE SOUTHERN CALIFORNIA L.L.C.
ASBURY AUTOMOTIVE ST. LOUIS II L.L.C.
ASBURY AUTOMOTIVE TAMPA GP L.L.C.
ASBURY AUTOMOTIVE TAMPA, L.P.
ASBURY AUTOMOTIVE TEXAS L.L.C.
ASBURY AUTOMOTIVE TEXAS REAL ESTATE HOLDINGS L.L.C.
ASBURY CH MOTORS L.L.C.
ASBURY DELAND IMPORTS 2, L.L.C.
ASBURY FRESNO IMPORTS L.L.C.
ASBURY JAX HOLDINGS, L.P.
ASBURY JAX K L.L.C.
ASBURY JAX MANAGEMENT L.L.C.
ASBURY JAX VW L.L.C.
ASBURY NO CAL NISS L.L.C.
ASBURY SACRAMENTO IMPORTS L.L.C.
ASBURY SO CAL DC L.L.C.

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ASBURY SO CAL HON L.L.C.
ASBURY SO CAL NISS L.L.C.
ASBURY SOUTH CAROLINA REAL ESTATE HOLDINGS L.L.C.
ASBURY ST. LOUIS CADILLAC L.L.C.
ASBURY TAMPA MANAGEMENT L.L.C.
ASBURY TEXAS D FSKR, L.L.C.
ASBURY TEXAS H FSKR, L.L.C.
ATLANTA REAL ESTATE HOLDINGS L.L.C.
BAYWAY FINANCIAL SERVICES, L.P.
C & O PROPERTIES, LTD.
CAMCO FINANCE II L.L.C.
CK CHEVROLET LLC
CK MOTORS LLC
COGGIN AUTOMOTIVE CORP.
COGGIN MANAGEMENT, L.P.
CP-GMC MOTORS L.L.C.
CROWN ACURA/NISSAN, LLC
CROWN CHO L.L.C.
CROWN CHV L.L.C.
CROWN FFO HOLDINGS L.L.C.
CROWN GAC L.L.C.
CROWN GPG L.L.C.
CROWN HONDA, LLC
CROWN SJC L.L.C.
FLORIDA AUTOMOTIVE SERVICES L.L.C.
JC DEALER SYSTEMS, LLC
MCDAVID GRANDE, L.L.C.
MCDAVID OUTFITTERS, L.L.C.
MID-ATLANTIC AUTOMOTIVE SERVICES, L.L.C.
MISSISSIPPI AUTOMOTIVE SERVICES, L.L.C.
MISSOURI AUTOMOTIVE SERVICES, L.L.C.
PRECISION COMPUTER SERVICES, INC.
PRECISION ENTERPRISES TAMPA, INC.
SOUTHERN ATLANTIC AUTOMOTIVE SERVICES, L.L.C.
TAMPA LM, L.P.
TAMPA MIT, L.P.
TEXAS AUTOMOTIVE SERVICES, L.L.C.
THOMASON AUTO CREDIT NORTHWEST, INC.
THOMASON DAM L.L.C.
THOMASON FRD L.L.C.
THOMASON HUND L.L.C.
THOMASON PONTIAC-GMC L.L.C.
WMZ MOTORS, L.P.

 

By:    

/s/ Craig T. Monaghan

  Name:     Craig T. Monaghan
  Title:   President and Chief Executive Officer

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Each person whose signature to this Registration Statement appears below hereby appoints Craig T. Monaghan and Scott J. Krenz, and each of them, as his or her attorney-in-fact, with full power of substitution and resubstitution, to execute in the name and on behalf of such person, individually and in the capacity stated below, and to file all further amendments to this Registration Statement, which amendments may make such further changes in and additions to this Registration Statement as such attorney-in-fact may deem necessary or appropriate. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Craig T. Monaghan

    President, Chief Executive Officer and
Director (principal executive officer)		   June 21, 2013
Craig T. Monaghan     

/s/ Michael Sawicki

    Controller   June 21, 2013
Michael Sawicki     

/s/ Michael S. Kearney

    Director   June 21, 2013
Michael S. Kearney     

/s/ Scott J. Krenz

    Vice President and Chief Financial officer
(principal financial officer)		   June 21, 2013
Scott J. Krenz     

Table of Contents

Exhibit List

 

  4.1    Indenture, dated as of November 16, 2010, by and among Asbury Automotive Group, Inc., the Subsidiary Guarantors listed on Schedule I thereto and The Bank of New York Mellon, as Trustee, relating to the 8.375% Senior Subordinated Notes due 2020 (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 18, 2010 and incorporated herein by reference)
  4.2    Form of 8.375% Senior Subordinated Notes due 2020 (included as Exhibit A in Exhibit 4.1 and filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on November 18, 2010 and incorporated herein by reference)
  4.3    First Supplemental Indenture, dated as of December 30, 2010, by and among Asbury Automotive Group, Inc., each of the guarantors signatory thereto and The Bank of New York Mellon, as Trustee, related to the 8.375% Senior Subordinated Notes due 2020 (filed as Exhibit 4.14 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010)
  4.4    Second Supplemental Indenture, dated as of September 27, 2011, by and among Asbury Automotive Group, Inc., each of the guarantors signatory thereto and The Bank of New York Mellon, as Trustee, related to the 8.375% Senior Subordinated Notes due 2020 (filed as Exhibit 4.16 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011)
  4.5    Third Supplemental Indenture, dated as of February 15, 2013, by and among Asbury Automotive Group, Inc., each of the guarantors signatory thereto and The Bank of New York Mellon, as Trustee, related to the 8.375% Senior Subordinated Notes due 2020 (filed as Exhibit 4.16 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012)
  4.6    Fourth Supplemental Indenture, dated as of June 20, 2013, by and among Asbury Automotive Group, Inc., each of the guarantors signatory thereto and The Bank of New York Mellon, as Trustee, related to the 8.375% Senior Subordinated Notes due 2020 (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 20, 2013 and incorporated herein by reference)
  4.7    Registration Rights Agreement, dated June 20, 2013, by and among Asbury Automotive Group, Inc. and the parties identified on the signature pages thereto (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on June 20, 2013 and incorporated herein by reference)
  5.1    Opinion of Jones Day
  5.2    Opinion of Hill, Ward & Henderson, P.A.
  5.3    Opinion of Brooks, Pierce, McLendon, Humphrey & Leonard LLP
  5.4    Opinion of Stoel Rives LLP
12.1    Statement Regarding Computation of Ratio of Earnings to Fixed Charges
23.1    Consent of Jones Day (included in exhibit 5.1)
23.2    Consent of Hill, Ward & Henderson, P.A. (included in exhibit 5.2)
23.3    Consent of Brooks, Pierce, McLendon, Humphrey & Leonard LLP (including in exhibit 5.3)
23.4    Consent of Stoel Rives LLP (included in exhibit 5.4)
23.5    Consent of Ernst & Young LLP
24.1    Power of Attorney (included on signature pages hereof)
25.1    Statement of Eligibility on Form T-1 of The Bank of New York Mellon with respect to the indenture dated as of November 16, 2010
99.1    Form of Letter of Transmittal
 EX-5.1 2 d553508dex51.htm EX-5.1 EX-5.1

Exhibit 5.1

[Jones Day Letterhead]

June 21, 2013

Asbury Automotive Group, Inc.

2905 Premiere Parkway, NW, Suite 300

Duluth, Georgia 30097

 

  Re: Registration Statement on Form S-4 Filed by Asbury Automotive Group, Inc.

Relating to the Exchange Offer (as defined below)

Ladies and Gentlemen:

We have acted as counsel for Asbury Automotive Group, Inc., a Delaware corporation (the “Company”), and the Subsidiary Guarantors (as defined below) in connection with the Registration Statement on Form S-4 to which this opinion has been filed as an exhibit (the “Registration Statement”). The Registration Statement relates to the proposed issuance and exchange (the “Exchange Offer”) of up to $100,000,000 aggregate principal amount of 8.375% Senior Subordinated Notes due 2020 of the Company (the “Exchange Notes”) for an equal principal amount of 8.375% Senior Subordinated Notes due 2020 of the Company outstanding on the date hereof (the “Outstanding Notes”). The Outstanding Notes have been, and the Exchange Notes will be, issued pursuant to an Indenture, dated as of November 16, 2010 (as supplemented by the First Supplemental Indenture, dated as of December 30, 2010, the Second Supplemental Indenture, dated as of September 27, 2011, and the Third Supplemental Indenture, dated as of February 15, 2013, the “Original Indenture”), by and among the Company, the Guarantors party thereto and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by the Fourth Supplemental Indenture, dated as of June 20, 2013 (the “Fourth Supplemental Indenture”), by and among the Company, the guarantors listed on Annex A hereto (each, a “Covered Guarantor” and, collectively, the “Covered Guarantors”), the guarantors listed on Annex B hereto (each, an “Other Guarantor” and, collectively the “Other Guarantors”; such Other Guarantors and the Covered Guarantors collectively referred to as the “Subsidiary Guarantors”) and the Trustee. The Original Indenture and the Fourth Supplemental Indenture are collectively referred to herein as the “Indenture.” The Outstanding Notes are, and the Exchange Notes will be, guaranteed (each, a “Subsidiary Guarantee”) on a joint and several basis by the Subsidiary Guarantors.

Asbury Automotive Group, Inc.

June 21, 2013

Page 2

In connection with the opinions expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinions.

Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that:

1. The Exchange Notes, when they are executed by the Company, authenticated by the Trustee in accordance with the Indenture and issued and delivered in exchange for the Outstanding Notes in accordance with the terms of the Exchange Offer, will constitute valid and binding obligations of the Company.

2. The Subsidiary Guarantee of the Exchange Notes (each, an “Exchange Guarantee”) of each Covered Guarantor, when it is issued and delivered in exchange for the Subsidiary Guarantee of the Outstanding Notes (each, an “Outstanding Guarantee”) of that Covered Guarantor in accordance with the terms of the Exchange Offer, will constitute a valid and binding obligation of that Covered Guarantor.

3. The Exchange Guarantee of each Other Guarantor, when it is issued and delivered in exchange for the Outstanding Guarantee of that Other Guarantor in accordance with the terms of the Exchange Offer, will constitute a valid and binding obligation of that Other Guarantor.

The opinions set forth above are subject to the following limitations, qualifications and assumptions:

For purposes of the opinions expressed herein, we have assumed that the Trustee has authorized, executed and delivered the Indenture and that the Indenture is the valid, binding and enforceable obligation of the Trustee.

For the purposes of our opinion set forth in paragraph 3 above, we have further assumed that (a) each of the Other Guarantors is a corporation or limited liability company existing and in good standing under the laws of its jurisdiction of incorporation or organization as listed opposite such Other Guarantor’s name on Annex B hereto (each, a “Jurisdiction”); (b) the Indenture and the Exchange Guarantees (i) have been authorized by all necessary corporate or limited liability company action, as applicable, of each of the Other Guarantors and (ii) have been executed and delivered by each of the Other Guarantors under the laws of the applicable Jurisdiction; and (c) the execution, delivery, performance and compliance with the terms and provisions of the Indenture and the Exchange Guarantees by each of the Other Guarantors do not violate or conflict with the laws of the applicable Jurisdiction, the provisions of its articles of incorporation, bylaws or other similar formation or organizational documents, as applicable, or any rule, regulation, order, decree, judgment, instrument or agreement binding upon or applicable to such Other Guarantor or its properties.

Asbury Automotive Group, Inc.

June 21, 2013

Page 3

 

As to facts material to the opinions and assumptions expressed herein, we have relied upon oral or written statements and representations of officers and other representatives of the Company and the Subsidiary Guarantors. The opinions expressed herein are limited by (i) bankruptcy, insolvency, reorganization, fraudulent transfer and fraudulent conveyance, voidable preference, moratorium or other similar laws, and related regulations and judicial doctrines from time to time in effect relating to or affecting creditors’ rights and remedies generally, and (ii) general equitable principles and public policy considerations, whether such principles and considerations are considered in a proceeding at law or in equity.

The opinions expressed herein are limited to the laws of the State of New York and the General Corporation Law of the State of Delaware and the Delaware Limited Liability Company Act, in each case as currently in effect, and we express no opinion or view as to the effect of the laws of any other jurisdiction on the opinions expressed herein.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to Jones Day under the caption “Legal Matters” in the prospectus constituting a part of such Registration Statement. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

 

Very truly yours,
/s/ Jones Day

 

Annex A

Covered Guarantors

 

Entity

    Jurisdiction  of
Incorporation
AF Motors, L.L.C.    Delaware
ANL, L.P.    Delaware
Arkansas Automotive Services, L.L.C.    Delaware
Asbury AR Niss L.L.C.    Delaware
Asbury Atlanta AC L.L.C.    Delaware
Asbury Atlanta AU L.L.C.    Delaware
Asbury Atlanta BM L.L.C.    Delaware
Asbury Atlanta Chevrolet L.L.C.    Delaware
Asbury Atlanta Hon L.L.C.    Delaware
Asbury Atlanta Inf L.L.C.    Delaware
Asbury Atlanta Infiniti L.L.C.    Delaware
Asbury Atlanta Jaguar L.L.C.    Delaware
Asbury Atlanta Lex L.L.C.    Delaware
Asbury Atlanta Nis L.L.C.    Delaware
Asbury Atlanta Toy L.L.C.    Delaware
Asbury Atlanta VB L.L.C.    Delaware
Asbury Atlanta VL L.L.C.    Delaware
Asbury Automotive Arkansas Dealership Holdings L.L.C.    Delaware
Asbury Automotive Arkansas L.L.C.    Delaware
ASBURY AUTOMOTIVE ATLANTA II L.L.C.    Delaware
Asbury Automotive Atlanta L.L.C.    Delaware
Asbury Automotive Brandon, L.P.    Delaware
Asbury Automotive Central Florida, L.L.C.    Delaware
Asbury Automotive Deland, L.L.C.    Delaware
Asbury Automotive Fresno L.L.C.    Delaware
Asbury Automotive Group L.L.C.    Delaware
Asbury Automotive Jacksonville GP L.L.C.    Delaware
Asbury Automotive Jacksonville, L.P.    Delaware
Asbury Automotive Management L.L.C.    Delaware
Asbury Automotive Mississippi L.L.C.    Delaware
Asbury Automotive North Carolina Dealership Holdings L.L.C.    Delaware
Asbury Automotive North Carolina L.L.C.    Delaware
Asbury Automotive North Carolina Management L.L.C.    Delaware
Asbury Automotive North Carolina Real Estate Holdings L.L.C.    Delaware
Asbury Automotive Oregon L.L.C.    Delaware
Asbury Automotive Southern California L.L.C.    Delaware
ASBURY AUTOMOTIVE ST. LOUIS II L.L.C.    Delaware
Asbury Automotive St. Louis, L.L.C.    Delaware

Entity

    Jurisdiction of
Incorporation
Asbury Automotive Tampa GP L.L.C.    Delaware
Asbury Automotive Tampa, L.P.    Delaware
Asbury Automotive Texas L.L.C.    Delaware
ASBURY AUTOMOTIVE TEXAS REAL ESTATE HOLDINGS L.L.C.    Delaware
Asbury CH Motors L.L.C.    Delaware
Asbury Deland Imports 2, L.L.C.    Delaware
Asbury Fresno Imports L.L.C.    Delaware
Asbury Jax AC, LLC    Delaware
Asbury Jax Holdings, L.P.    Delaware
Asbury Jax Hon L.L.C.    Delaware
Asbury Jax K L.L.C.    Delaware
Asbury Jax Management L.L.C.    Delaware
Asbury Jax VW L.L.C.    Delaware
ASBURY MS CHEV, L.L.C.    Delaware
Asbury MS Gray-Daniels L.L.C.    Delaware
Asbury No Cal Niss L.L.C.    Delaware
Asbury Sacramento Imports L.L.C.    Delaware
Asbury SC JPV L.L.C.    Delaware
Asbury SC LEX L.L.C.    Delaware
Asbury SC TOY L.L.C.    Delaware
ASBURY SO CAL DC L.L.C.    Delaware
ASBURY SO CAL HON L.L.C.    Delaware
Asbury So Cal Niss L.L.C.    Delaware
Asbury South Carolina Real Estate Holdings L.L.C.    Delaware
Asbury St. Louis Cadillac L.L.C.    Delaware
ASBURY ST. LOUIS FSKR, L.L.C.    Delaware
Asbury St. Louis Lex L.L.C.    Delaware
Asbury St. Louis LR L.L.C.    Delaware
Asbury St. Louis M L.L.C.    Delaware
Asbury Tampa Management L.L.C.    Delaware
ASBURY TEXAS D FSKR, L.L.C.    Delaware
ASBURY TEXAS H FSKR, L.L.C.    Delaware
Asbury-Deland Imports, L.L.C.    Delaware
Atlanta Real Estate Holdings L.L.C.    Delaware
Bayway Financial Services, L.P.    Delaware
BFP Motors L.L.C.    Delaware
Camco Finance II L.L.C.    Delaware
CFP Motors L.L.C.    Delaware
CH Motors L.L.C.    Delaware
CK Chevrolet LLC    Delaware
CK Motors LLC    Delaware
CN Motors L.L.C.    Delaware

Entity

    Jurisdiction of
Incorporation
Coggin Cars L.L.C.    Delaware
Coggin Chevrolet L.L.C.    Delaware
Coggin Management, L.P.    Delaware
CP-GMC Motors L.L.C.    Delaware
Crown CHH L.L.C.    Delaware
Crown CHO L.L.C.    Delaware
Crown CHV L.L.C.    Delaware
Crown FDO L.L.C.    Delaware
Crown FFO Holdings L.L.C.    Delaware
Crown FFO L.L.C.    Delaware
Crown GAC L.L.C.    Delaware
Crown GBM L.L.C.    Delaware
Crown GCA L.L.C.    Delaware
Crown GDO L.L.C.    Delaware
Crown GHO L.L.C.    Delaware
Crown GNI L.L.C.    Delaware
Crown GPG L.L.C.    Delaware
Crown GVO L.L.C.    Delaware
Crown Motorcar Company L.L.C.    Delaware
CROWN PBM L.L.C.    Delaware
Crown RIA L.L.C.    Delaware
Crown RIB L.L.C.    Delaware
Crown SJC L.L.C.    Delaware
Crown SNI L.L.C.    Delaware
CSA Imports L.L.C.    Delaware
ESCUDE-NN L.L.C.    Delaware
ESCUDE-NS L.L.C.    Delaware
ESCUDE-T L.L.C.    Delaware
Florida Automotive Services L.L.C.    Delaware
HFP Motors L.L.C.    Delaware
JC Dealer Systems, LLC    Delaware
KP Motors L.L.C.    Delaware
McDAVID AUSTIN-ACRA, L.L.C.    Delaware
MCDAVID FRISCO-HON, L.L.C.    Delaware
MCDAVID GRANDE, L.L.C.    Delaware
MCDAVID HOUSTON-HON, L.L.C.    Delaware
McDAVID HOUSTON-NISS, L.L.C.    Delaware
McDAVID IRVING-HON, L.L.C.    Delaware
McDAVID OUTFITTERS, L.L.C.    Delaware
MCDAVID PLANO-ACRA, L.L.C.    Delaware
Mid-Atlantic Automotive Services, L.L.C.    Delaware
Mississippi Automotive Services, L.L.C.    Delaware
Missouri Automotive Services, L.L.C.    Delaware
NP FLM L.L.C.    Delaware

Entity

    Jurisdiction of
Incorporation
NP MZD L.L.C.    Delaware
NP VKW L.L.C.    Delaware
PLANO LINCOLN-MERCURY, INC.    Delaware
Premier NSN L.L.C.    Delaware
Premier Pon L.L.C.    Delaware
Prestige Bay L.L.C.    Delaware
Prestige TOY L.L.C.    Delaware
Southern Atlantic Automotive Services, L.L.C.    Delaware
Tampa Hund, L.P.    Delaware
Tampa Kia, L.P.    Delaware
Tampa LM, L.P.    Delaware
Tampa Mit, L.P.    Delaware
Texas Automotive Services, L.L.C.    Delaware
Thomason Dam L.L.C.    Delaware
Thomason Frd L.L.C.    Delaware
Thomason Hund L.L.C.    Delaware
Thomason Pontiac-GMC L.L.C.    Delaware
WMZ Motors, L.P.    Delaware
WTY Motors, L.P.    Delaware

Annex B

 

Entity

    Jurisdiction of
Organization
Avenues Motors, Ltd.    Florida
C&O PROPERTIES, LTD.    Florida
CHO Partnership, LTD.    Florida
Coggin Automotive Corp.    Florida
Crown Acura/Nissan, LLC    North Carolina
Crown Honda, LLC    North Carolina
Precision Computer Services, Inc.    Florida
PRECISION ENTERPRISES TAMPA, INC.    Florida
Precision Infiniti, Inc.    Florida
PRECISION MOTORCARS, INC.    Florida
Precision Nissan, Inc.    Florida
Thomason Auto Credit Northwest, Inc.    Oregon
 EX-5.2 3 d553508dex52.htm EX-5.2 EX-5.2

Exhibit 5.2

[Hill, Ward Henderson, P.A. Letterhead]

June 21, 2013

Asbury Automotive Group, Inc.

2905 Premiere Parkway, NW

Suite 300

Duluth, GA 30097

Ladies and Gentlemen:

We have acted as local Florida counsel to those entities listed on Schedule 1 to this letter (each a “Florida Guarantor” and collectively, the “Florida Guarantors”) in connection with the Registration Statement on Form S-4 filed by Asbury Automotive Group, Inc., a Delaware corporation (the “Company”) and the other registrants named therein with the Securities and Exchange Commission (the “Registration Statement”). The Registration Statement relates to the proposed issuance and exchange (the “Exchange Offer”) of up to $100,000,000 aggregate principal amount of 8.375% Senior Subordinated Notes due 2020 of the Company (the “Exchange Notes”) for an equal principal amount of 8.375% Senior Subordinated Notes due 2020 of the Company outstanding on the date hereof (the “Original Notes”). The Original Notes have been, and the Exchanges Notes will be, issued pursuant to an Indenture, dated as of November 16, 2010 (as amended, supplemented or otherwise modified, the “Indenture”), by and among the Company, the Florida Guarantors and the other guarantors signatory thereto (the “Other Guarantors” and, together with the Florida Guarantors, the “Guarantors”) and The Bank of New York Mellon, as trustee (the “Trustee”). The Original Notes are, and the Exchange Notes will be, guaranteed (each, a “Exchange Guarantee”) on a joint and several basis by the Guarantors.

Except as otherwise defined herein, terms used in this opinion letter but not otherwise defined herein are used as defined in the Indenture. This opinion letter is limited to the matters expressly stated herein and no opinions are to be inferred or may be implied beyond the opinions expressly so stated.

In connection with the opinions expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinions.

Further, in connection with issuing this opinion letter we have reviewed originals or copies of the following authorization documents:

(1) the articles of incorporation, certificates of limited partnership, bylaws and limited partnership agreements, as applicable, of the Florida Guarantors attached as exhibits to the Certificates to Counsel (defined below) (the “Organizational Documents”);

(2) copies of resolutions adopted by each Florida Guarantor’s board of directors or general partner, as applicable, attached as exhibits to the Certificates to Counsel;

(3) Certificates of Status of each Florida Guarantor, dated June 19, 2013, issued by the Florida Department of State; and

(4) Certificates to Counsel from the Florida Guarantors, dated June 21, 2013 (the “Certificates to Counsel”).

June 21, 2013

Page 2

 

We have, with your consent, assumed that certificates of public officials dated earlier than the date of this opinion letter remain accurate from such earlier dates through and including the opinion letter date. For purposes of this opinion letter, the term “Applicable Laws” means the Florida laws, rules and regulations that a Florida counsel exercising customary professional diligence would reasonably be expected to recognize as being applicable to the Florida Guarantors or the transaction documents with respect to the Exchange Offer (collectively, the “Documents”) to which this opinion letter relates, but excluding those areas of law that are expressly excluded from the scope of the opinions in this opinion letter.

In rendering the opinions set forth herein, we have relied, without investigation, on each of the following assumptions: (a) the legal capacity of each natural person to take all actions required of each such person in connection with the Exchange Offer; (b) the legal existence of each party to the Documents other than the Florida Guarantors; (c) the power of each party to the Documents other than the Florida Guarantors, to execute, deliver and perform the Documents executed and delivered by such party and to do each other act done or to be done by such party; (d) the authorization, execution and delivery by each party, other than the Florida Guarantors, of each Document executed and delivered or to be executed and delivered by such party; (e) the legality, validity, binding effect and enforceability as to each party, other than the Florida Guarantors, of each Document executed and delivered by such party or to be executed and delivered and of each other act done or to be done by such party; (f) the genuineness of each signature, the completeness of each document submitted to us, the authenticity of each document reviewed by us as an original, the conformity to the original of each document reviewed by us as a copy and the authenticity of the original of each document received by us as a copy; and (f) the truthfulness of each statement as to all factual matters otherwise not known to us to be untruthful contained in any document encompassed within the diligence review undertaken by us.

Based upon and subject to the foregoing and to the assumptions, limitations and qualifications contained herein, we are of the opinion that:

1. Each Florida Guarantor is a corporation or limited partnership, as the case may be, and its corporate status or limited partnership status, as applicable, is active under the laws of the State of Florida.

2. As of the date of the Indenture, each Florida Guarantor had the corporate power or limited partnership power, as applicable, to enter into the Indenture and, as of the date hereof, each Florida Guarantor has the corporate power or limited partnership power, as applicable, to perform its respective obligations thereunder.

3. Each Florida Guarantor has authorized the execution, delivery and performance of the Indenture and the Exchange Guarantee to which it is a party by all necessary corporate action or limited partnership action, as applicable.

4. The execution and delivery of the Indenture by each Florida Guarantor and the performance by each Florida Guarantor of its obligations under the Indenture, including the Exchange Guarantee, to which it is a party do not (a) violate such Florida Guarantor’s Organizational Documents, or (b) violate any Applicable Law.

The foregoing opinions are subject to the following exceptions, qualifications and limitations:

 

June 21, 2013

Page 3

 

Our opinion in paragraph 1 is based solely upon our review of certificates of status from the Florida Department of State with respect to each Florida Guarantor.

We do not express any opinion as to the laws of any jurisdiction other than the State of Florida. Further, all federal laws, rules and regulations are expressly excluded from the scope of this opinion letter.

Our opinions herein are being furnished in connection with the Exchange Offer pursuant to the Registration Statement. We hereby consent to the filing of this opinion as Exhibit 5.2 to the Registration Statement and the filing of this consent shall not be deemed an admission that this firm is an expert within the meaning of Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission promulgated thereunder. No one is entitled to rely on our opinions in any other context.

This opinion letter speaks only as of the date hereof and we assume no obligation to update or supplement this opinion letter if any applicable laws change after the date of this opinion letter or if we become aware after the date of this opinion letter of any facts, whether existing before or arising after the date hereof, that might change the opinions expressed above.

Very truly yours,

HILL, WARD & HENDERSON, P.A.

/s/ Hill, Ward & Henderson, P.A.

 

SCHEDULE 1

FLORIDA GUARANTORS

Coggin Automotive Corp., a Florida corporation

Precision Computer Services, Inc., a Florida corporation

Precision Enterprises Tampa, Inc., a Florida corporation

Precision Infiniti, Inc., a Florida corporation

Precision Motorcars, Inc., a Florida corporation

Precision Nissan, Inc., a Florida corporation

Avenues Motors, Ltd., a Florida limited partnership

CHO Partnership, Ltd., a Florida limited partnership

C&O Properties, Ltd., a Florida limited partnership

EX-5.3 4 d553508dex53.htm EX-5.3 EX-5.3

Exhibit 5.3

[Brooks, Pierce, McLendon, Humphrey & Leonard, L.L.P. Letterhead]

June 21, 2013

Asbury Automotive Group, Inc.

2905 Premiere Parkway, NW, Suite 300

Duluth, Georgia 30097

 

  Re: Registration Statement on Form S-4 Filed by Asbury Automotive Group, Inc. and the Guarantors (as defined below) Relating to the Exchange Offer (as defined below)

Ladies and Gentlemen:

We have acted as special local North Carolina counsel to Asbury Automotive Group, Inc., a Delaware corporation (the “Company”), with respect to its North Carolina subsidiaries, Crown Acura/Nissan, LLC and Crown Honda, LLC (the “North Carolina Subsidiaries”), in connection with the Registration Statement on Form S-4 to which this opinion has been filed as an exhibit (the “Registration Statement”). The Registration Statement relates to the proposed issuance and exchange (the “Exchange Offer”) of up to $100,000,000 in aggregate principal amount of 8.375% Senior Subordinated Notes due 2020 of the Company (the “Exchange Notes”) for an equal principal amount of 8.375% Senior Subordinated Notes due 2020 of the Company issued in June 2013 and outstanding on the date hereof (the “Original Notes”). The Original Notes have been, and the Exchange Notes will be, issued pursuant to an Indenture, dated as of November 16, 2010 (as amended, supplemented or otherwise modified, the “Indenture”), by and among the Company, the North Carolina Subsidiaries and the other guarantors signatory thereto (the “Other Guarantors” and, together with the North Carolina Subsidiaries, the “Guarantors”) and The Bank of New York Mellon, as trustee (the “Trustee”). The Original Notes are, and the Exchange Notes will be, guaranteed (the “Subsidiary Guarantee”), on a joint and several basis by the Guarantors.

As special local North Carolina counsel to the Company with respect to its North Carolina Subsidiaries, we have examined such certificates and documents, and made such other inquiries, as we have deemed necessary or appropriate for purposes of the opinions set forth herein. We have reviewed copies of the following company documents:

 

  (a) Articles of Organization of Crown Acura/Nissan, LLC filed with the North Carolina Secretary of State on May 8, 1996, as amended by Articles of Amendment filed with the North Carolina Secretary of State on July 30, 1998 (the “Crown Acura Articles”);

 

  (b) Articles of Organization of Crown Honda, LLC filed with the North Carolina Secretary of State on May 8, 1996, as amended by Articles of Amendment filed with the North Carolina Secretary of State on July 30, 1998 (the “Crown Honda Articles”);

 

  (c) First Amended and Restated Limited Liability Company Agreement of Crown Acura/Nissan, LLC dated December 1, 2002 (the “Crown Acura Operating Agreement”, and collectively with the Crown Acura Articles and the Regulations (hereinafter defined), the “Crown Acura Organizational Documents”);

 

  (d) First Amended and Restated Limited Liability Company Agreement of Crown Honda, LLC dated December 1, 2002 (the “Crown Honda Operating Agreement”, and collectively with the Crown Honda Articles and the Regulations, the “Crown Honda Organizational Documents”);

Asbury Automotive Group, Inc.

June 21, 2013

Page 2

 

  (e) Regulations of Asbury Automotive North Carolina L.L.C. and its Subsidiaries adopted as of December 1, 2002 (the “Regulations”);

 

  (f) Action Taken by Written Consent In Lieu of Meeting dated June 14, 2013 and executed by Asbury Automotive North Carolina Real Estate Holdings, L.L.C., the sole Member/Manager of each of the North Carolina Subsidiaries approving the Subsidiary Guarantee (the “June 2013 Written Consent”);

 

  (g) Certificate of Incumbency for the North Carolina Subsidiaries dated June 20, 2013 (the “Incumbency Certificate”);

 

  (h) Certificate of Existence dated June 19, 2013 issued by the North Carolina Secretary of State for Crown Acura/Nissan, LLC (the “Crown Acura Certificate of Existence”); and

 

  (i) Certificate of Existence dated June 19, 2013 issued by the North Carolina Secretary of State for Crown Honda, LLC (the “Crown Honda Certificate of Existence”).

As to all matters of fact set forth below, and all matters of fact which form the basis of any opinion set forth below, we have relied upon (1) certifications and letters provided by governmental or public officials, (2) certificates and statements of the officers and agents of the Company and the North Carolina Subsidiaries and (3) the representations and warranties of the Company and the North Carolina Subsidiaries which are set forth in the Registration Statement. We have not attempted to independently verify any factual matters in connection with the giving of the opinions set forth below.

In giving the opinions set forth below, we have assumed the following facts that we do not know to be true:

A. All documents, certificates and instruments submitted to us as originals are authentic, and all documents, certificates and instruments submitted to us as certified or photostatic copies conform to the original documents, certificates and instruments which are themselves authentic.

B. We have not witnessed the execution or delivery of the Subsidiary Guarantee or any other document executed pursuant thereto by any party. Accordingly, we have assumed that the signatures of the persons executing such documents on behalf of each party thereto and acknowledging any signatures are genuine. Further, we have assumed that all natural persons signing documents submitted to us were at the time of signing legally competent to do so.

C. Any certificate, representation, other confirmation or other document on which we have relied that was given or dated on or prior to the date hereof continues to remain accurate, insofar as relevant to our opinions from such earlier date through and including the date of this letter.

D. All minutes, organizational documents and related records provided to us for examination are accurate and complete and have not been repealed, revoked, rescinded or amended in any respect, and each remains in full force and effect as of the date hereof. Specifically, we have assumed that the Crown Acura Organizational Documents and the Crown Honda Organizational Documents (collectively, the “Organizational Documents”) are the current organizational documents for the North Carolina Subsidiaries, are accurate and

 

Asbury Automotive Group, Inc.

June 21, 2013

Page 3

 

complete and in full force and effect, and that none of the Organizational Documents nor the June 2013 Written Consent has been amended, modified, altered, repealed, rescinded, revoked or terminated in any fashion. We have assumed that the officers identified in the Incumbency Certificate were the officers of the North Carolina Subsidiaries and of their Member/Manager, Asbury Automotive North Carolina Real Estate Holdings L.L.C. at the time of the June 2013 Written Consent.

E. All certificates and approvals of public officials have been properly given and were accurate and complete when given and remain accurate and complete on the date of this letter.

F. The Trustee has authorized, executed and delivered the Indenture and the Indenture is the valid, binding and enforceable obligation of the Trustee.

Based upon the foregoing, and subject to the limitations and qualifications expressed herein, we are of the opinion that:

1. Based solely upon the Crown Acura Certificate of Existence, Crown Acura/Nissan, LLC is a limited liability company in existence under the laws of the State of North Carolina. Based solely upon the Crown Honda Certificate of Existence, Crown Honda, LLC is a limited liability company in existence under the laws of the State of North Carolina.

2. Each of the North Carolina Subsidiaries has all requisite limited liability company power and authority to perform its obligations under the Indenture.

3. The execution and delivery by each of the North Carolina Subsidiaries, and the performance by it of its obligations under the Subsidiary Guarantee, have been duly authorized by all necessary limited liability company action on the part of such North Carolina Subsidiary.

4. The execution and delivery in June 2013 by each of the North Carolina Subsidiaries of the Subsidiary Guarantee did not, and the performance by such North Carolina Subsidiary of its obligations thereunder will not, violate (a) such North Carolina Subsidiary’s Organizational Documents (other than performance under any indemnification provisions, as to which no opinion is rendered), or (b) applicable provisions of North Carolina statutory laws or regulations.

All the opinions set forth in this letter are expressly limited and qualified as follows:

a. The opinions expressed herein are limited to matters of North Carolina law. No opinion is expressed as to any issue that is governed by the laws of any other jurisdiction.

b. Our opinions are limited to the matters expressly stated herein, and no opinion may be inferred or implied beyond the matters expressly stated.

c. Our opinions herein are being furnished in connection with the Exchange Offer pursuant to the Registration Statement. We hereby consent to the filing of this opinion as Exhibit 5.3 to the Registration Statement and the filing of this consent shall not be deemed an admission that this firm is an expert within the meaning of Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission promulgated thereunder. No one is entitled to rely on our opinions in any other context.

 

Asbury Automotive Group, Inc.

June 21, 2013

Page 4

 

d. This letter and our opinions herein are limited to matters in existence as of the date hereof, and we undertake no responsibility to revise or supplement this letter or such opinions to reflect any subsequent change in the laws or facts.

e. We express no opinion as to the enforceability of any provisions in the Subsidiary Guarantee or any other document. Further, we are not expressing any opinion with respect to the accuracy or completeness of any representation or warranty made by any party therein.

f. Except to the extent expressly stated herein, we have not undertaken any independent investigation or inquiry to determine the existence or absence of any facts, and no inference as to our knowledge of the existence or absence of facts should be drawn from the fact of our representation as special local North Carolina counsel to the Company with respect to the North Carolina Subsidiaries in connection with the Subsidiary Guarantee.

g. The opinions set forth above represent our professional judgment as to the matters described; they are not binding on any court or tribunal or other person or entity; and they do not represent any guarantee of any particular facts, circumstances or results.

 

Very truly yours,

BROOKS, PIERCE, McLENDON,
HUMPHREY & LEONARD, L.L.P.

 

By:  

/s/ Elizabeth S. Brewington

  Elizabeth S. Brewington
 

ESB/llh

 

 EX-5.4 5 d553508dex54.htm EX-5.4 EX-5.4

Exhibit 5.4

[Stoel Rives LLP Letterhead]

June 21, 2013

VIA EMAIL AND UPS

Asbury Automotive Group, Inc.

2905 Premiere Parkway, NW, Suite 300

Duluth, Georgia 30097

 

  Re: Registration Statement on Form S-4 Filed by Asbury Automotive Group, Inc. and the Guarantors (as defined below) Relating to the Exchange Offer (as defined below)

Ladies and Gentlemen:

We have acted as Oregon local counsel to Thomason Auto Credit Northwest, Inc., an Oregon corporation (the “Company”), the Oregon subsidiary of Asbury Automotive Group, Inc. (“Parent”), in connection with the Registration Statement on Form S-4 to which this opinion has been filed as an exhibit (the “Registration Statement”). The Registration Statement relates to the proposed issuance and exchange (the “Exchange Offer”) of up to $100,000,000 aggregate principal amount of 8.375% Senior Subordinated Notes due 2020 of Parent (the “Exchange Notes”) for an equal principal amount of 8.375% Senior Subordinated Notes due 2020 of Parent outstanding on the date hereof (the “Original Notes”). The Original Notes have been, and the Exchange Notes will be, issued pursuant to an Indenture, dated as of November 16, 2010 (as supplemented by the First Supplemental Indenture, dated as of December 30, 2010, the Second Supplemental Indenture, dated as of September 27, 2011 and the Third Supplemental Indenture, dated as of February 15, 2013, the “Original Indenture”), by and among Parent, the Company and the other guarantors signatory thereto (collectively, the “Guarantors”), and The Bank of New York Mellon, as trustee, as supplemented by the Fourth Supplemental Indenture, dated as of June 20, 2013 (the “Fourth Supplemental Indenture” and, together with the Original Indenture, the “Indenture”). The Original Notes are, and the Exchange Notes will be, guaranteed on a joint and several basis by the Guarantors (such guarantee by the Company is referred to herein as the “Subsidiary Guarantee”).

In rendering the opinions set forth in this opinion letter, we have examined the following documents:

 

  a. the Articles of Incorporation of the Company dated June 28, 1993, as amended and in effect as of the date hereof;

Asbury Automotive Group, Inc.

June 21, 2013

Page 2

 

  b. the Bylaws of the Company, as amended and in effect as of the date hereof;

 

  c. Actions Taken by Written Consent In Lieu of Meeting dated November 1, 2010 and June 14, 2013, executed by the board of directors of the Company, authorizing the execution, delivery and performance by the Company of its obligations under the Indenture and approving the filing of the Registration Statement, the consummation of the Exchange Offer and the execution and delivery of the Subsidiary Guarantee;

 

  d. a Certificate of Existence issued by the Oregon Secretary of State dated June 20, 2013, in respect of the Company (the “Certificate of Existence”) and

 

  e. the Subsidiary Guarantee in the form attached to the Original Indenture.

In addition to the foregoing, we have examined the originals, or copies identified to our satisfaction, of the corporate records of the Company, certificates of public officials, certificates of the Secretary or other authorized officers of the Company, and the other agreements, instruments, and documents we deemed necessary as the basis for the opinions expressed below.

As to all matters of fact which form the basis of any opinion set forth in this opinion letter, we have relied without investigation or analysis upon the truth and accuracy of: (a) the representations and warranties of the Company and Parent which are set forth in the Registration Statement; and (b) the certifications and statements of the officers and agents of the Company and the certifications and statements of any governmental or public officials in any certificates provided to us. Except to the extent expressly stated herein, we have not undertaken any independent investigation or inquiry to determine the existence or absence of any facts, and no inference as to our knowledge of the existence or absence of facts should be drawn from the fact of our representation as Oregon local counsel to the Company in connection with the Registration Statement.

In giving the opinions set forth below, we have further relied, without investigation or analysis, on each of the following assumptions:

(a) The authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified or conformed copies or as facsimile transmissions;

(b) The genuineness of all signatures on the Indenture, the Subsidiary Guarantee, and any other documents executed pursuant thereto, and that all natural persons signing any such documents were, at the time of signing, legally competent to do so;

 

Asbury Automotive Group, Inc.

June 21, 2013

Page 3

 

(c) The accuracy and completeness of all information provided, in written form or by electronic transmission, to us by offices of public record at the time given and as of the date of this opinion letter;

(d) With respect to all parties to the transactions contemplated by the Indenture other than the Company: (i) the due and valid authorization, execution and delivery of all documents delivered by such party as the legal, valid and binding obligations of such party; (ii) the legal and valid existence of such party under the laws of the jurisdiction in which it is incorporated or organized; (iii) the compliance by such party with all other legal requirements pertaining to its status as such status relates to its rights to enforce the documents to which it is a party; and (iv) the compliance by such party with all applicable laws, rules and regulations governing the conduct of its business as related to the transactions contemplated by the Registration Statement; and

(e) Any certificate, representation other confirmation or other document upon which we have relied that was given or dated on or prior to the date of this opinion letter continues to remain accurate from such earlier date through and including the date of this opinion letter insofar as it relates to the opinions expressed herein.

Based on the foregoing examinations and assumptions, and subject to the qualifications, limitations and exclusions stated below in this opinion letter, we are of the opinion that:

1. Based solely upon the Certificate of Existence, the Company is a corporation validly existing under the laws of the State of Oregon.

2. The Company has all requisite corporate power and corporate authority to perform its obligations under the Indenture.

3. The execution and delivery by the Company, and the performance by the Company of its obligations under, the Subsidiary Guarantee have been duly authorized by all necessary corporate action of the Company.

4. The execution and delivery by the Company of the Subsidiary Guarantee, and the performance by the Company of its obligations thereunder, do not violate (a) the provisions of the Company’s articles of incorporation or bylaws, or (b) applicable provisions of Oregon statutory laws or regulations.

All of the opinions set forth in this opinion letter are expressly limited and qualified as follows:

A. We are qualified to practice law in the State of Oregon, and we do not express any opinions in this letter concerning any issue that is governed by the laws of any other jurisdiction. Further, all federal laws, rules and regulations are expressly excluded from the scope of this opinion letter.

 

Asbury Automotive Group, Inc.

June 21, 2013

Page 4

 

B. This opinion is provided to you as a legal opinion only, and not as a guaranty or warranty of the matters discussed herein. Our opinion is limited to the matters expressly stated herein, and no other opinions may be implied or inferred.

Our opinions herein are being furnished to you in connection with the Exchange Offer pursuant to the Registration Statement. We hereby consent to the filing of this opinion as Exhibit 5.4 to the Registration Statement and the filing of this consent shall not be deemed an admission that this firm is an expert within the meaning of Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission promulgated thereunder. No one is entitled to rely on our opinions in any other context.

This opinion letter and the opinions contained herein are as of the date set forth above, and we do not undertake to advise you of matters that may come to our attention subsequent to the date hereof and that may affect our legal opinions expressed herein.

 

Very truly yours,

/s/ STOEL RIVES LLP

 

 EX-12.1 6 d553508dex121.htm EX-12.1 EX-12.1

Exhibit 12.1

ASBURY AUTOMOTIVE GROUP, INC.

COMPUTATION OF FINANCIAL RATIOS

(in millions, except ratios)

 

Ratio of earnings to fixed charges

    For the Three
Months Ended
March 31,		     For the Year Ended December 31,  

EARNINGS COMPUTATION:

             
     2013     2012     2011     2010     2009     2008  

Income (loss) from continuing operations

    $ 23.9      $ 83.3      $ 46.5      $ 35.4      $ 23.5      $ (328.4 ) 

Income tax expense (benefit)

      15.2        50.0        28.7        22.1        14.0        (137.1 ) 

Fixed charges

      16.7        65.3        67.7        66.4        66.7        82.1   

Amortization of capitalized interest

      0.2        0.2        0.2        0.1        0.1        0.1   

Capitalized interest

      (0.3 )      (0.9 )      (0.4 )      (0.5 )      (0.4 )      (1.1 ) 
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Earnings (loss) for purposes of computation

    $ 55.7      $ 197.9      $ 142.7      $ 123.5      $ 103.9      $ (384.4 ) 
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

FIXED CHARGES COMPUTATION:

             

Interest expense

    $ 8.9      $ 34.4      $ 38.1      $ 34.6      $ 34.1      $ 34.6   

Floor plan interest expense

      2.8        10.7        8.9        8.7        10.0        20.1   

Amortization deferred financing fees

      0.6        2.5        2.7        2.6        3.1        6.9   

Swap interest expense

      1.2        5.0        5.5        6.6        6.6        5.5   

Interest component of rent expense

      2.9        11.8        12.1        13.4        12.5        13.9   

Capitalized interest

      0.3        0.9        0.4        0.5        0.4        1.1   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Fixed charges for purposes of computation

    $ 16.7      $ 65.3      $ 67.7      $ 66.4      $ 66.7      $ 82.1   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

RATIO OF EARNINGS TO FIXED CHARGES

      3.34x        3.03x        2.11x        1.86x        1.56x        —   (1) 
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

 

(1) In 2008, we incurred $525.9 million of pre-tax impairment charges related to goodwill, franchise rights, other intangible assets and property and equipment. As a result of these impairment charges, our earnings for 2008 were inadequate to cover fixed charges by $466.5 million.
EX-23.5 7 d553508dex235.htm EX-23.5 EX-23.5

Exhibit 23.5

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Independent Registered Public Accounting Firm” in the Registration Statement (Form S-4) and related prospectus for the registration of $100,000,000 of Senior Subordinated Notes of Asbury Automotive Group, Inc. due 2020 and to the incorporation by reference therein of our reports dated February 21, 2013, with respect to the consolidated financial statements of Asbury Automotive Group, Inc., and the effectiveness of internal control over financial reporting of Asbury Automotive Group, Inc. as of December 31, 2012, included in its Annual Report (Form 10-K) for the year ended December 31, 2012, filed with the Securities and Exchange Commission.

 

/s/ Ernst & Young LLP
Atlanta, Georgia
June 21, 2013
 EX-25.1 8 d553508dex251.htm EX-25.1 EX-25.1

Exhibit 25.1

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM T-1

 

 

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

 

¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

 

 

THE BANK OF NEW YORK MELLON

(Exact name of trustee as specified in its charter)

 

 

 

New York   13-5160382

(Jurisdiction of incorporation

if not a U.S. national bank)

  

(I.R.S. employer

identification no.)

One Wall Street, New York, N.Y.   10286
(Address of principal executive offices)   (Zip code)

 

 

Asbury Automotive Group, Inc.

(Exact name of obligor as specified in its charter)

 

Delaware   01-0609375

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. employer

identification no.)

TABLE OF ADDITIONAL REGISTRANTS

 

Exact Name of Registrant as Specified in its Charter

    State of
Incorporation or
Organization		    IRS Employer
Identification
Number		  

AF Motors, L.L.C.

    Delaware      59-3604214   

ANL, L.P.

    Delaware      59-3503188   

Arkansas Automotive Services, L.L.C.

    Delaware      27-1386071   

Asbury AR Niss L.L.C.

    Delaware      84-1666361   

Asbury Atlanta AC L.L.C.

    Delaware      58-2241119   

Asbury Atlanta AU L.L.C.

    Delaware      58-2241119   

Asbury Atlanta BM L.L.C.

    Delaware      58-2241119   

Asbury Atlanta Chevrolet L.L.C.

    Delaware      58-2241119   

Asbury Atlanta Hon L.L.C.

    Delaware      58-2241119   

Asbury Atlanta Inf L.L.C.

    Delaware      58-2241119   

Asbury Atlanta Infiniti L.L.C.

    Delaware      58-2241119   

Asbury Atlanta Jaguar L.L.C.

    Delaware      58-2241119   

Asbury Atlanta Lex L.L.C.

    Delaware      58-2241119   

Asbury Atlanta Nis L.L.C.

    Delaware      58-2241119   

Asbury Atlanta Toy L.L.C.

    Delaware      26-2192047   

Asbury Atlanta VB L.L.C.

    Delaware      58-2241119   

Asbury Atlanta VL L.L.C.

    Delaware      58-2241119   

Asbury Automotive Arkansas Dealership Holdings L.L.C.

    Delaware      71-0817515   

Asbury Automotive Arkansas L.L.C.

    Delaware      71-0817514   

ASBURY AUTOMOTIVE ATLANTA II L.L.C.

    Delaware      26-1923764   

 

- 2 -

Exact Name of Registrant as Specified in its Charter

    State of
Incorporation or
Organization		    IRS Employer
Identification
Number		  

Asbury Automotive Atlanta L.L.C.

    Delaware      58-2241119   

Asbury Automotive Brandon, L.P.

    Delaware      59-3584655   

Asbury Automotive Central Florida, L.L.C.

    Delaware      59-3580818   

Asbury Automotive Deland, L.L.C.

    Delaware      59-3604210   

Asbury Automotive Fresno L.L.C.

    Delaware      03-0508496   

Asbury Automotive Group L.L.C.

    Delaware      23-2790555   

Asbury Automotive Jacksonville GP L.L.C.

    Delaware      59-3512660   

Asbury Automotive Jacksonville, L.P.

    Delaware      59-3512662   

Asbury Automotive Management L.L.C.

    Delaware      23-3006304   

Asbury Automotive Mississippi L.L.C.

    Delaware      64-0924573   

Asbury Automotive North Carolina Dealership Holdings L.L.C.

    Delaware      56-2106587   

Asbury Automotive North Carolina L.L.C.

    Delaware      52-2106838   

Asbury Automotive North Carolina Management L.L.C.

    Delaware      52-2106838   

Asbury Automotive North Carolina Real Estate Holdings L.L.C.

    Delaware      23-2983952   

Asbury Automotive Oregon L.L.C.

    Delaware      52-2106837   

Asbury Automotive Southern California L.L.C.

    Delaware      16-1676796   

ASBURY AUTOMOTIVE ST. LOUIS II L.L.C.

    Delaware      26-2753770   

Asbury Automotive St. Louis, L.L.C.

    Delaware      43-1767192   

Asbury Automotive Tampa GP L.L.C.

    Delaware      13-3990508   

Asbury Automotive Tampa, L.P.

    Delaware      13-3990509   

Asbury Automotive Texas L.L.C.

    Delaware      13-3997031   

 

- 3 -

Exact Name of Registrant as Specified in its Charter

    State of
Incorporation or
Organization		    IRS Employer
Identification
Number		  

ASBURY AUTOMOTIVE TEXAS REAL ESTATE HOLDINGS L.L.C.

    Delaware      11-3816183   

Asbury CH Motors L.L.C.

    Delaware      59-3185442   

Asbury Deland Imports 2, L.L.C.

    Delaware      59-3629420   

Asbury Fresno Imports L.L.C.

    Delaware      03-0508500   

Asbury Jax AC, LLC

    Delaware      45-0551011   

Asbury Jax Holdings, L.P.

    Delaware      59-3516633   

Asbury Jax Hon L.L.C.

    Delaware      02-0811016   

Asbury Jax K L.L.C.

    Delaware      36-4572826   

Asbury Jax Management L.L.C.

    Delaware      59-3503187   

Asbury Jax VW L.L.C.

    Delaware      02-0811020   

ASBURY MS CHEV, L.L.C.

    Delaware      06-1749057   

Asbury MS Gray-Daniels L.L.C.

    Delaware      64-0939974   

Asbury No Cal Niss L.L.C.

    Delaware      05-0605055   

Asbury Sacramento Imports L.L.C.

    Delaware      33-1080505   

Asbury SC JPV L.L.C.

    Delaware      27-3565233   

Asbury SC LEX L.L.C.

    Delaware      27-3565101   

Asbury SC TOY L.L.C.

    Delaware      27-3564690   

ASBURY SO CAL DC L.L.C.

    Delaware      33-1080498   

ASBURY SO CAL HON L.L.C.

    Delaware      33-1080502   

Asbury So Cal Niss L.L.C.

    Delaware      59-3781893   

Asbury South Carolina Real Estate Holdings L.L.C.

    Delaware      27-4085056   

 

- 4 -

Exact Name of Registrant as Specified in its Charter

    State of
Incorporation or
Organization		    IRS Employer
Identification
Number		  

Asbury St. Louis Cadillac L.L.C.

    Delaware      43-1767192   

ASBURY ST. LOUIS FSKR, L.L.C.

    Delaware      27-1076730   

Asbury St. Louis Lex L.L.C.

    Delaware      43-1767192   

Asbury St. Louis LR L.L.C.

    Delaware      43-1799300   

Asbury St. Louis M L.L.C.

    Delaware      27-3214624   

Asbury Tampa Management L.L.C.

    Delaware      59-2512657   

ASBURY TEXAS D FSKR, L.L.C.

    Delaware      27-1076393   

ASBURY TEXAS H FSKR, L.L.C.

    Delaware      27-1076640   

Asbury-Deland Imports, L.L.C.

    Delaware      59-3604213   

Atlanta Real Estate Holdings L.L.C.

    Delaware      58-2241119   

Avenues Motors, Ltd.

    Florida      59-3381433   

Bayway Financial Services, L.P.

    Delaware      59-3503190   

BFP Motors L.L.C.

    Delaware      30-0217335   

C&O PROPERTIES, LTD.

    Florida      59-2495022   

Camco Finance II L.L.C.

    Delaware      52-2106838   

CFP Motors L.L.C.

    Delaware      65-0414571   

CH Motors L.L.C.

    Delaware      59-3185442   

CHO Partnership, LTD.

    Florida      59-3041549   

CK Chevrolet LLC

    Delaware      59-3580820   

CK Motors LLC

    Delaware      59-3580825   

CN Motors L.L.C.

    Delaware      59-3185448   

Coggin Automotive Corp.

    Florida      59-1285803   

 

- 5 -

Exact Name of Registrant as Specified in its Charter

    State of
Incorporation or
Organization		    IRS Employer
Identification
Number		  

Coggin Cars L.L.C.

    Delaware      59-3624906   

Coggin Chevrolet L.L.C.

    Delaware      59-3624905   

Coggin Management, L.P.

    Delaware      59-3503191   

CP-GMC Motors L.L.C.

    Delaware      59-3185453   

Crown Acura/Nissan, LLC

    North Carolina      56-1975265   

Crown CHH L.L.C.

    Delaware      52-2106838   

Crown CHO L.L.C.

    Delaware      84-1617218   

Crown CHV L.L.C.

    Delaware      52-2106838   

Crown FDO L.L.C.

    Delaware      04-3623132   

Crown FFO Holdings L.L.C.

    Delaware      56-2182741   

Crown FFO L.L.C.

    Delaware      56-2165412   

Crown GAC L.L.C.

    Delaware      52-2106838   

Crown GBM L.L.C.

    Delaware      52-2106838   

Crown GCA L.L.C.

    Delaware      14-1854150   

Crown GDO L.L.C.

    Delaware      52-2106838   

Crown GHO L.L.C.

    Delaware      52-2106838   

Crown GNI L.L.C.

    Delaware      52-2106838   

Crown GPG L.L.C.

    Delaware      52-2106838   

Crown GVO L.L.C.

    Delaware      52-2106838   

Crown Honda, LLC

    North Carolina      56-1975264   

Crown Motorcar Company L.L.C.

    Delaware      62-1860414   

 

- 6 -

Exact Name of Registrant as Specified in its Charter

    State of
Incorporation or
Organization		    IRS Employer
Identification
Number		  

CROWN PBM L.L.C.

    Delaware      14-2004771   

Crown RIA L.L.C.

    Delaware      52-2106838   

Crown RIB L.L.C.

    Delaware      56-2125835   

Crown SJC L.L.C.

    Delaware      81-0630983   

Crown SNI L.L.C.

    Delaware      30-0199361   

CSA Imports L.L.C.

    Delaware      59-3631079   

ESCUDE-NN L.L.C.

    Delaware      64-0922808   

ESCUDE-NS L.L.C.

    Delaware      64-0922811   

ESCUDE-T L.L.C.

    Delaware      64-0922812   

Florida Automotive Services L.L.C.

    Delaware      26-3828097   

HFP Motors L.L.C.

    Delaware      06-1631102   

JC Dealer Systems, LLC

    Delaware      58-2628641   

KP Motors L.L.C.

    Delaware      06-1629064   

McDAVID AUSTIN-ACRA, L.L.C.

    Delaware      11-3816170   

MCDAVID FRISCO-HON, L.L.C.

    Delaware      11-3816176   

MCDAVID GRANDE, L.L.C.

    Delaware      11-3816168   

MCDAVID HOUSTON-HON, L.L.C.

    Delaware      11-3816178   

McDAVID HOUSTON-NISS, L.L.C.

    Delaware      11-3816172   

McDAVID IRVING-HON, L.L.C.

    Delaware      11-3816175   

McDAVID OUTFITTERS, L.L.C.

    Delaware      11-3816166   

MCDAVID PLANO-ACRA, L.L.C.

    Delaware      11-3816179   

Mid-Atlantic Automotive Services, L.L.C.

    Delaware      27-1386312   

 

- 7 -

Exact Name of Registrant as Specified in its Charter

    State of
Incorporation or
Organization		    IRS Employer
Identification
Number		  

Mississippi Automotive Services, L.L.C.

    Delaware      27-1386394   

Missouri Automotive Services, L.L.C.

    Delaware      27-1386466   

NP FLM L.L.C.

    Delaware      71-0819724   

NP MZD L.L.C.

    Delaware      71-0819723   

NP VKW L.L.C.

    Delaware      71-0819721   

PLANO LINCOLN-MERCURY, INC.

    Delaware      75-2430953   

Precision Computer Services, Inc.

    Florida      59-2867725   

PRECISION ENTERPRISES TAMPA, INC.

    Florida      59-2148481   

Precision Infiniti, Inc.

    Florida      59-2958651   

PRECISION MOTORCARS, INC.

    Florida      59-1197700   

Precision Nissan, Inc.

    Florida      59-2734672   

Premier NSN L.L.C.

    Delaware      71-0819715   

Premier Pon L.L.C.

    Delaware      71-0819714   

Prestige Bay L.L.C.

    Delaware      71-0819719   

Prestige TOY L.L.C.

    Delaware      71-0819720   

Southern Atlantic Automotive Services, L.L.C.

    Delaware      37-1514247   

Tampa Hund, L.P.

    Delaware      59-3512664   

Tampa Kia, L.P.

    Delaware      59-3512666   

Tampa LM, L.P.

    Delaware      52-2124362   

Tampa Mit, L.P.

    Delaware      59-3512667   

Texas Automotive Services, L.L.C.

    Delaware      27-1386537   

Thomason Auto Credit Northwest, Inc.

    Oregon      93-1119211   

 

- 8 -

Exact Name of Registrant as Specified in its Charter

    State of
Incorporation or
Organization		    IRS Employer
Identification
Number		  

Thomason Dam L.L.C.

    Delaware      93-1266231   

Thomason Frd L.L.C.

    Delaware      93-1254703   

Thomason Hund L.L.C.

    Delaware      93-1254690   

Thomason Pontiac-GMC L.L.C.

    Delaware      43-1976952   

WMZ Motors, L.P.

    Delaware      59-3512663   

WTY Motors, L.P.

    Delaware      59-3512669   

2905 Premiere Parkway NW,

Suite 300

Duluth, Minnesota

(Address of principal executive offices)

    30097
(Zip code)		   

 

 

8.375% Senior Subordinated Notes due 2020

and Guarantees of 8.375% Senior Subordinated Notes due 2020

(Title of the indenture securities)

 

 

 

 

- 9 -

1. General information. Furnish the following information as to the Trustee:

 

  (a) Name and address of each examining or supervising authority to which it is subject.

 

Name

   

Address

Superintendent of Banks of the State of New York   

One State Street, New York, N.Y. 10004-1417, and

Albany, N.Y. 12223

Federal Reserve Bank of New York    33 Liberty Street, New York, N.Y. 10045
Federal Deposit Insurance Corporation    Washington, D.C. 20429
New York Clearing House Association    New York, N.Y. 10005

 

  (b) Whether it is authorized to exercise corporate trust powers.

Yes.

 

2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

 

16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

 

  1. A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).

 

- 10 -

  4. A copy of the existing By-laws of the Trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-188382).

 

  6. The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-188382).

 

  7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

 

- 11 -

SIGNATURE

Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 20th day of June, 2013.

 

THE BANK OF NEW YORK MELLON
By:   /s/ Francine Kincaid
 

Name:     Francine Kincaid

Title:       Vice President

 

- 12 -

Exhibit 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON

of One Wall Street, New York, N.Y. 10286

And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business March 31, 2013, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

 

ASSETS

      Dollar amounts in thousands   

Cash and balances due from depository institutions:

   

Noninterest-bearing balances and currency and coin

      3,009,000   

Interest-bearing balances

      110,366,000   

Securities:

   

Held-to-maturity securities

      11,679,000   

Available-for-sale securities

      90,658,000   

Federal funds sold and securities purchased under agreements to resell:

   

Federal funds sold in domestic offices

      12,000   

Securities purchased under agreements to resell

      1,507,000   

Loans and lease financing receivables:

   

Loans and leases held for sale

      0   

Loans and leases, net of unearned income

      30,711,000   

LESS: Allowance for loan and lease losses

      214,000   

Loans and leases, net of unearned income and allowance

      30,497,000   

Trading assets

      5,884,000   

Premises and fixed assets (including capitalized leases)

      1,170,000   

Other real estate owned

      3,000   

Investments in unconsolidated subsidiaries and associated companies

      1,054,000   

Direct and indirect investments in real estate ventures

      0   

Intangible assets:

   

Goodwill

      6,401,000   

Other intangible assets

      1,414,000   

Other assets

      13,654,000   

Total assets

      277,308,000   
  

 

 

  

LIABILITIES

   

Deposits:

   

In domestic offices

      119,812,000   

Noninterest-bearing

      74,186,000   

Interest-bearing

      45,626,000   

In foreign offices, Edge and Agreement subsidiaries, and IBFs

      113,384,000   

Noninterest-bearing

      7,043,000   

Interest-bearing

      106,341,000   

Federal funds purchased and securities sold under agreements to repurchase:

   

Federal funds purchased in domestic offices

      1,566,000   

Securities sold under agreements to repurchase

      684,000   

Trading liabilities

      6,555,000   

Other borrowed money:

(includes mortgage indebtedness and obligations under capitalized leases)

      3,766,000   

Not applicable

   

Not applicable

   

Subordinated notes and debentures

      1,065,000   

Other liabilities

      11,146,000   
  

 

 

  

Total liabilities

      257,978,000   
  

 

 

  

EQUITY CAPITAL

   

Perpetual preferred stock and related surplus

      0   

Common stock

      1,135,000   

Surplus (exclude all surplus related to preferred stock)

      9,791,000   

Retained earnings

      8,517,000   

Accumulated other comprehensive income

      -463,000   

Other equity capital components

      0   

Total bank equity capital

      18,980,000   

Noncontrolling (minority) interests in consolidated subsidiaries

      350,000   

Total equity capital

      19,330,000   
  

 

 

  

Total liabilities and equity capital

      277,308,000   
  

 

 

  

I, Thomas P. Gibbons, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Thomas P. Gibbons,

Chief Financial Officer

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

 

Gerald L. Hassell

Catherine A. Rein

Michael J. Kowalski

         Directors   

 

 

 EX-99.1 9 d553508dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

ASBURY AUTOMOTIVE GROUP, INC.

LETTER OF TRANSMITTAL

OFFER TO EXCHANGE

Up to $100,000,000

Aggregate Principal Amount of

Registered 8.375% Senior Subordinated Notes due 2020

For

a Like Principal Amount of Outstanding

Restricted 8.375% Senior Subordinated Notes due 2020

Issued in June 2013

Deliver to:

THE BANK OF NEW YORK MELLON, AS EXCHANGE AGENT

 

THE EXCHANGE OFFER WILL EXPIRE AT 9:00 A.M., NEW YORK CITY TIME, ON                     , 2013, UNLESS EXTENDED (THE “EXPIRATION DATE”). ORIGINAL NOTES TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.

As set forth in the Prospectus, dated                     , 2013 (the “Prospectus”) and in this corresponding Letter of Transmittal, this form or one substantially similar must be used to accept the offer of Asbury Automotive Group, Inc. (the “Company”) to exchange its 8.375% Senior Subordinated Notes due 2020 (the “Exchange Notes”), which will be issued in a transaction registered under the Securities Act of 1933 (the “Securities Act”), for any and all of the Company’s outstanding restricted 8.375% Senior Subordinated Notes due 2020 (the “Original Notes”). There are no guaranteed delivery procedures provided for by us in conjunction with the Exchange Offer. Holders of Original Notes must timely tender their notes in accordance with the procedures set forth herein.

Capitalized terms used but not defined in this Letter of Transmittal have the meanings assigned to them in the Prospectus.

This form may be delivered by hand or transmitted by facsimile transmission, overnight courier or mailed to the exchange agent as indicated below.

 

By Registered or Certified Mail,

Overnight Courier or Hand Delivery:

    Facsimile Transmission Number:    Confirm by Telephone
or for Information:

The Bank of New York Mellon

Corporate Trust Operations — Reorganization Unit

111 Sanders Creek Parkway

East Syracuse, New York 13057

Attn: Adam DeCapio

   

(732) 667-9408

Attention: Adam DeCapio

    (315) 414-3360

 

Page 1 of 14

Please describe your Original Notes below.

 

DESCRIPTION OF ORIGINAL NOTES
Type of Note   Name(s) and Address(es)  of
Registered Holder(s)
(Please Complete, if Blank)		   Certificate
Number(s)		   Aggregate Principal
Amount of Original Notes
Represented By
Certificate(s)		  

Principal

Amount of

Original Notes

Tendered*

8.375% Senior

Subordinated Notes

due 2020

                 $               $            
                $                
          Subtotal     $                
            Total     $                

*  You will be deemed to have tendered the entire principal amount of Original Notes represented in the column labeled “Aggregate Principal Amount of Original Notes Represented by Certificate(s)” unless you indicate otherwise with respect to such Notes in the column labeled “Principal Amount of Original Notes Tendered.” Original Notes may be tendered in whole or in part in denominations of $1,000 and integral multiples thereof, provided that if any Original Notes are tendered for exchange in part, the untendered principal amount thereof must be at least $2,000 or any integral multiple of $1,000 in excess thereof.

If you need more space, list the certificate numbers and principal amount of Original Notes on a separate schedule, sign the schedule and attach it to this Letter of Transmittal.

Your delivery of this Letter of Transmittal will not be valid unless you deliver it to one of the addresses, or transmit it to the facsimile number, set forth above. Please carefully read this entire document, including the instructions, before completing this Letter of Transmittal. DO NOT DELIVER THIS LETTER OF TRANSMITTAL TO ASBURY AUTOMOTIVE GROUP, INC.

By completing this Letter of Transmittal, you acknowledge that you have received our Prospectus dated                     , 2013 and this Letter of Transmittal, which together constitute the “Exchange Offer.” This Letter of Transmittal and the Prospectus have been delivered to you in connection with the Company’s offer to exchange Exchange Notes for outstanding Original Notes.

The Company reserves the right, at any time or from time to time, to extend this Exchange Offer at its discretion, in which event the Expiration Date will mean the latest date to which the offer to exchange is extended.

This Letter of Transmittal is to be completed by a Holder (as defined below) of Original Notes if:

 

(1) the Holder is delivering certificates for Original Notes with this document; or

 

(2) the tender of certificates for Original Notes will be made by book-entry transfer to the account maintained by The Bank of New York Mellon, the exchange agent, at The Depository Trust Company (“DTC”) according to the procedures described in the Prospectus under the heading “The Exchange Offer—Procedures for Tendering Original Notes.” Please note that delivery of documents required by this Letter of Transmittal to DTC does not constitute delivery to the exchange agent.

A Holder may also tender its Original Notes by means of DTC’s Automated Tender Offer Program (“ATOP”), subject to the terms and procedures of that system. If delivery is made through ATOP, the Holder must transmit an agent’s message to the exchange agent’s account at DTC. The term “agent’s message” means a message, transmitted to DTC and received by the exchange agent and forming a part of a book-entry transfer, that states that DTC has received an express acknowledgement that the Holder agrees to be bound by this Letter of Transmittal and that the Company may enforce this Letter of Transmittal against the Holder.

As used in this Letter of Transmittal, the term “Holder” means (1) any person in whose name Original Notes are registered on the books of the Company, (2) any other person who has obtained a properly executed bond

 

Page 2 of 14

power from a registered holder or (3) any person in whose name Original Notes are held of record by DTC who desires to deliver such notes by book-entry transfer at DTC. If you are a Holder and decide to tender your Original Notes, you must complete this entire Letter of Transmittal.

You must follow the instructions in this Letter of Transmittal—please read this entire document carefully. If you have questions or need help, or if you would like additional copies of the Prospectus and this Letter of Transmittal, you should contact the exchange agent at its telephone number or address set forth above.

 

¨ CHECK HERE IF YOU HAVE ENCLOSED ORIGINAL NOTES WITH THIS LETTER OF TRANSMITTAL.

 

¨ CHECK HERE IF YOU WILL BE TENDERING ORIGINAL NOTES BY BOOK-ENTRY TRANSFER MADE TO THE EXCHANGE AGENT’S ACCOUNT AT DTC.

COMPLETE THE FOLLOWING ONLY IF YOU ARE AN ELIGIBLE INSTITUTION (THIS TERM IS DEFINED BELOW):

 

Name of Tendering Institution: 

    

DTC Participant Number: 

    

Account Number: 

    

Transaction Code Number: 

    

 

Page 3 of 14

   

SPECIAL ISSUANCE INSTRUCTIONS

(SEE INSTRUCTIONS 4, 5 AND 6)

 

Complete this section ONLY if:

 

(1) certificates for untendered Original Notes are to be issued in the name of someone other than you; (2) certificates for Exchange Notes issued in exchange for tendered and accepted Original Notes are to be issued in the name of someone other than you; or (3) Original Notes tendered by book-entry transfer that are not exchanged are to be returned by credit to an account maintained at DTC other than the account designated above.

 

Issue Certificate(s) to:

    
   
   

Name                                                                                         

    
    (Please Print)    
   
    Address        
   
         
   
         
    (Include Zip Code)    
   
         
    (Taxpayer Identification or Social Security Number)    
   
   

¨       Credit unexchanged original notes delivered by book-entry transfer to the DTC account set forth below:

    
   
             
    (DTC Account Number, if Applicable)    
             
   

SPECIAL DELIVERY INSTRUCTIONS

(SEE INSTRUCTIONS 4, 5 AND 6)

 

Complete this section ONLY if certificates for untendered Original Notes, or Exchange Notes issued in exchange for tendered and accepted Original Notes are to be sent to someone other than you, or to you at an address other than the address shown above.

 

Mail and deliver Certificate(s) to:

    
   
    Name                                                                                             
    (Please Print)    
   
    Address        
   
         
   
         
    (Include Zip Code)    
   
             
    (Taxpayer Identification or Social Security Number)    
             
 

 

(PLEASE ALSO COMPLETE SUBSTITUTE FORM W-9)

 

Page 4 of 14

Ladies and Gentlemen:

According to the terms and conditions of the Exchange Offer, I hereby tender to the Company the principal amount of Original Notes indicated above. At the time these notes are accepted by the Company and exchanged for the same principal amount of Exchange Notes, I will sell, assign, and transfer to the Company all right, title and interest in and to the Original Notes I have tendered. I am aware that the exchange agent also acts as the agent of the Company. By executing this document, I irrevocably constitute and appoint the exchange agent as my agent and attorney-in-fact for the tendered Original Notes with full power of substitution to:

 

  •  

cause the Original Notes to be assigned, transferred and exchanged.

 

  •  

deliver certificates for the Original Notes, or transfer ownership of the Original Notes on the account books maintained by DTC, to the Company and deliver all accompanying evidences of transfer and authenticity to the Company; and

 

  •  

present the Original Notes for transfer on the books of the Company, receive all benefits and exercise all rights of beneficial ownership of these Original Notes according to the terms of the Exchange Offer. The power of attorney granted in this paragraph is irrevocable and coupled with an interest.

With respect to the Original Notes, I represent and warrant that I have full power and authority to tender, exchange, assign and transfer the Original Notes that I am tendering and to acquire Exchange Notes issuable upon the exchange of the tendered Original Notes. I represent and warrant that the Company will acquire good and unencumbered title to such Original Notes, free and clear of all liens, restrictions, other than restrictions on transfer, charges and encumbrances, and that such Original Notes are not and will not be subject to any adverse claim at the time the Company acquires them. I further represent that:

 

  •  

any Exchange Notes I will acquire in exchange for the Original Notes I have tendered will be acquired in the ordinary course of business;

 

  •  

I have not engaged in, do not intend to engage in, and have no arrangement or understanding with any person to engage in, a distribution of any Exchange Notes issued to me;

 

  •  

I am not an “affiliate” (as defined in Rule 405 under the Securities Act) of the Company or its subsidiaries, or if I am an affiliate of the Company or its subsidiaries, I will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;

 

  •  

I am not a broker-dealer who purchased the Original Notes for resale pursuant to an exemption under the Securities Act tendering Original Notes acquired directly from the Company for my own account; and

 

  •  

I am not restricted by any law or policy of the SEC from trading the Exchange Notes acquired in the Exchange Offer.

I understand that the Exchange Offer is being made in reliance on interpretations contained in letters issued to third parties by the staff of the Securities and Exchange Commission. These letters provide that the Exchange Notes issued in exchange for the Original Notes in the Exchange Offer may be offered for resale, resold, and otherwise transferred by a Holder of Exchange Notes, unless that person is an “affiliate” of the Company within the meaning of Rule 405 under the Securities Act, without compliance with the registration and prospectus delivery provisions of the Securities Act. The Exchange Notes must be acquired in the ordinary course of the Holder’s business and the Holder must not be engaging in, must not intend to engage in, and must not have any arrangement or understanding with any person to participate in, a distribution of the Exchange Notes.

If I am a broker-dealer that will receive Exchange Notes for my own account in exchange for Original Notes that were acquired as a result of market-making activities or other trading activities, I acknowledge that I will deliver a prospectus in connection with any resale of the Exchange Notes. However, by this acknowledgment and

 

Page 5 of 14

by delivering a prospectus, I will not be deemed to admit that I am an “underwriter” within the meaning of the Securities Act.

Upon request, I will execute and deliver any additional documents deemed by the exchange agent or the Company to be necessary or desirable to complete the exchange, assignment and transfer of the Original Notes I have tendered.

I understand that the Company will be deemed to have accepted validly tendered Original Notes when the Company gives oral or written notice of acceptance to the exchange agent and such acceptance will constitute performance in full by the Company of its obligations under the registration rights agreement, except in the limited circumstances defined in such agreement.

If, for any reason, any tendered Original Notes are not accepted for exchange in the Exchange Offer, certificates for those unaccepted Original Notes will be returned to me without charge at the address shown below or at a different address if one is listed under “Special Delivery Instructions.” Any unaccepted Original Notes which had been tendered by book-entry transfer will be credited to an account at DTC as soon as reasonably possible after the Expiration Date.

All authority granted or agreed to be granted by this Letter of Transmittal will survive my death, bankruptcy or incapacity, and every obligation under this Letter of Transmittal is binding upon my heirs, legal representatives, successors, assigns, executors, administrators and trustees in bankruptcy of the transferor.

I understand that tenders of Original Notes according to the procedures described in the Prospectus under the heading “The Exchange Offer—Procedures for Tendering Original Notes” and in the instructions included in this document constitute a binding agreement between myself and the Company subject to the terms and conditions of the Exchange Offer.

Unless I have described other instructions in this Letter of Transmittal under the section “Special Issuance Instructions,” please issue the certificates representing Exchange Notes issued and accepted in exchange for my tendered and accepted Original Notes in my name, and issue any replacement certificates for Original Notes not tendered or not accepted for exchange in my name. Similarly, unless I have instructed otherwise under the section “Special Delivery Instructions,” please send the certificates representing the Exchange Notes issued in exchange for tendered and accepted Original Notes and any certificates for Original Notes that were not tendered or not accepted for exchange, as well as any accompanying documents, to me at the address shown below my signature. If the “Special Issuance Instructions” and the “Special Delivery Instructions” are completed, please issue the certificates representing the Exchange Notes issued in exchange for my tendered and accepted Original Notes in the name(s) of, and/or return any Original Notes that were not tendered or accepted for exchange and send such certificates to, the person(s) so indicated. I understand that if the Company does not accept any of the tendered Original Notes for exchange, the Company has no obligation to transfer any Original Notes from the name of the registered Holder(s) according to my instructions in the “Special Issuance Instructions” and “Special Delivery Instructions” sections of this document.

 

Page 6 of 14

PLEASE SIGN HERE WHETHER OR NOT ORIGINAL

NOTES ARE BEING PHYSICALLY TENDERED HEREBY

 

        
     (Date)
        
Signature(s) of Registered Holder(s) or Authorized Signatory      (Date)

Area Code and Telephone Number(s):

    

Tax Identification or Social Security Number(s):

    

The above lines must be signed by the registered Holder(s) of Original Notes as their name(s) appear(s) on the certificate for the Original Notes or by person(s) authorized to become registered Holders(s) by a properly completed bond power from the registered Holder(s). A copy of the completed bond power must be delivered with this Letter of Transmittal. If any Original Notes tendered through this Letter of Transmittal are held of record by two or more joint Holders, then all such Holders must sign this Letter of Transmittal. If the signature is by trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, then such person must (1) state his or her full title below and (2) unless waived by the Company, submit evidence satisfactory to the Company of such person’s authority to act on behalf of the Holder. See Instruction 4 for more information about completing this Letter of Transmittal.

 

Name(s):

     

Capacity:

     

Address:

     
    
    
   (Include Zip Code)
  
   Signature(s) Guaranteed by an Eligible Institution, if required by Instruction 4:
    
    
   (Title)
    
   (Name of Firm)

Dated                     , 2013

 

 

Page 7 of 14

   

PAYER’S NAME:    The Bank of New York Mellon

 

    
    PAYEE’S NAME:            
   
    PAYEE’S ADDRESS:          
   
             
   
             
           
   

 

SUBSTITUTE

FORM W-9

 

Department of the
Treasury

Internal Revenue Service

 

Payer’s Request for Taxpayer
Identification Number (TIN)

and Certification

  

Part I: Taxpayer Identification Number

                                                                        

Social Security Number

OR

                                                                        

 

Employer Identification Number

(If awaiting TIN

write “Applied For” and

complete Parts III and IV)

 

Check appropriate box:

 

¨ Individual/Sole Proprietor

  

Part II: For Payees exempt from Backup Withholding

 

For Payees Exempt from backup withholding, see the Guidelines below and complete as instructed therein.

 

Exempt                                                            

 

    
      ¨ Corporation      
      ¨ Partnership      
     

¨ Limited liability company: Enter tax classification (D = disregarded entity,
C = corporation, P = partnership)             

 

                                                                        

      
     

¨ Other (specify)

 

                                                                        

      
     

Part III:—Certification—

 

Under penalties of perjury, I certify that:

 

(1)    The number shown on this form is my correct TIN (or I am waiting for a number to be issued to me), and

 

(2)    I am not subject to backup withholding because: (a) I am exempt from backup withholding, (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of failure to report all interest or dividends or (c) the IRS has notified me that I am no longer subject to backup withholding, and

 

(3)    I am a U.S. citizen or other U.S. person (including a U.S. resident alien); a partnership, corporation, company or association created or organized in the United States or under the laws of the United States; an estate (other than a foreign estate); or a domestic trust (as defined in Treasury regulations section 301.7701-7).

 

    
      Certification Instructions—You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out item (2).    
     
                                                                                                                                                           
       

Signature of U.S. Person    

 

  

    Date

 

    

 

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL INFORMATION.

 

Page 8 of 14

YOU MUST COMPLETE THE FOLLOWING CERTIFICATION IF YOU WROTE “APPLIED FOR” IN THE APPROPRIATE LINE IN PART I OF SUBSTITUTE FORM W-9

 

PART IV: CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

 

I certify under penalties of perjury that a TIN has not been issued to me, and either (a) I have mailed or delivered an application to receive a TIN to the appropriate Internal Revenue Service Center or Social Security Administration or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a TIN by the time of payment, 28% of all reportable payments made to me pursuant to the Exchange Offer will be withheld.

 

 

Signature

      

 

Date

 

Page 9 of 14

INSTRUCTIONS

PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

1.    DELIVERY OF THIS LETTER OF TRANSMITTAL AND ORIGINAL NOTES.    The tendered Original Notes or a confirmation of book-entry delivery, as well as a properly completed and executed copy or facsimile of this Letter of Transmittal or an agent’s message through ATOP and any other required documents, must be received by the exchange agent at its address listed on the cover of this document before 9:00 a.m., New York City time, on the Expiration Date. YOU ARE RESPONSIBLE FOR THE DELIVERY OF THE ORIGINAL NOTES, THIS LETTER OF TRANSMITTAL AND ALL REQUIRED DOCUMENTS TO THE EXCHANGE AGENT. EXCEPT UNDER THE LIMITED CIRCUMSTANCES DESCRIBED BELOW, THE DELIVERY OF THESE DOCUMENTS WILL BE CONSIDERED TO HAVE BEEN MADE ONLY WHEN ACTUALLY RECEIVED OR CONFIRMED BY THE EXCHANGE AGENT. WHILE THE METHOD OF DELIVERY IS AT YOUR RISK AND CHOICE, THE COMPANY RECOMMENDS THAT YOU USE AN OVERNIGHT OR HAND DELIVERY SERVICE RATHER THAN REGULAR MAIL. YOU SHOULD SEND YOUR DOCUMENTS WELL BEFORE THE EXPIRATION DATE TO ENSURE RECEIPT BY THE EXCHANGE AGENT. YOU MAY REQUEST THAT YOUR BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR NOMINEE DELIVER YOUR ORIGINAL NOTES, THIS LETTER OF TRANSMITTAL AND ALL REQUIRED DOCUMENTS TO THE EXCHANGE AGENT. DO NOT SEND YOUR ORIGINAL NOTES TO THE COMPANY.

There are no guaranteed delivery procedures provided for by us in conjunction with the Exchange Offer. Holders of Original Notes must timely tender their notes in accordance with the procedures set forth herein.

The Company has the sole right to decide any questions about the validity, form, eligibility, time of receipt, acceptance or withdrawal of tendered Original Notes, and its decision will be final and binding. The Company’s interpretation of the terms and conditions of the Exchange Offer, including the instructions contained in this Letter of Transmittal and in the Prospectus, will be final and binding on all parties.

The Company has the absolute right to reject any or all of the tendered Original Notes if:

 

  (1) the Original Notes are not properly tendered; or

 

  (2) in the opinion of counsel, the acceptance of those Original Notes would be unlawful.

The Company may also decide to waive any conditions of the Exchange Offer or any defects or irregularities of tenders of Original Notes and accept such Original Notes for exchange whether or not similar defects or irregularities are waived in the case of other Holders. Any defect or irregularity in the tender of Original Notes that is not waived by the Company must be cured within the period of time set by the Company.

It is your responsibility to identify and cure any defect or irregularity in the tender of your Original Notes. Your tender of Original Notes will not be considered to have been made until any defect or irregularity is cured or waived. Neither the Company, the exchange agent nor any other person is required to notify you that your tender was defective or irregular, and no one will be liable for any failure to notify you of such a defect or irregularity in your tender of Original Notes. As soon as reasonably possible after the Expiration Date, the exchange agent will return to the Holder tendering any Original Notes that were invalidly tendered if the defect or irregularity has not been cured or waived.

2.    TENDER BY HOLDER.    You must be a Holder of Original Notes in order to participate in the Exchange Offer. If you are a beneficial holder of Original Notes who wishes to tender, but you are not the registered Holder, you must arrange with the registered Holder to execute and deliver this Letter of Transmittal on his, her or its behalf. Before completing and executing this Letter of Transmittal and delivering the registered Holder’s Original Notes, you must either make appropriate arrangements to register ownership of the Original

 

Page 10 of 14

Notes in your name or obtain a properly executed bond power from the registered Holder. The transfer of registered ownership of Original Notes may take a long period of time.

3.    PARTIAL TENDERS.    Tenders of Original Notes pursuant to the Exchange Offer will be accepted only in principal amounts equal to $2,000 or integral multiples of $1,000. If you are tendering less than the entire principal amount of Original Notes represented by a certificate, you should fill in the principal amount you are tendering in the third column of the box entitled “Description of the Original Notes.” The entire principal amount of Original Notes listed on the certificate delivered to the exchange agent will be deemed to have been tendered unless you fill in the appropriate box. If the entire principal amount of all Original Notes is not tendered, a certificate will be issued for the principal amount of those untendered Original Notes not tendered.

Unless a different address is provided in the appropriate box on this Letter of Transmittal, certificate(s) representing Exchange Notes issued in exchange for any tendered and accepted Original Notes will be sent to the registered Holder at his or her registered address promptly after the Original Notes are accepted for exchange. In the case of Original Notes tendered by book-entry transfer, any untendered Original Notes and any Exchange Notes issued in exchange for tendered and accepted Original Notes will be credited to accounts at DTC.

4.    SIGNATURES ON THE LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF SIGNATURES.

 

  •  

If you are the registered Holder of the Original Notes tendered with this document and are signing this Letter of Transmittal, your signature must match exactly with the name(s) written on the face of the Original Notes. There can be no alteration, enlargement or change in your signature in any manner. If certificates representing the Exchange Notes, or certificates issued to replace any Original Notes you have not tendered, are to be issued to you as the registered Holder, do not endorse any tendered Original Notes, and do not provide a separate bond power.

 

  •  

If you are not the registered Holder, or if Exchange Note or any replacement Original Note certificates will be issued to someone other than you, you must either properly endorse the Original Notes you have tendered or deliver with this Letter of Transmittal a properly completed separate bond power. Please note that the signatures on any endorsement or bond power must be guaranteed by an Eligible Institution.

 

  •  

If you are signing this Letter of Transmittal but are not the registered Holder(s) of any Original Notes listed on this document under the heading “Description of the Original Notes,” the Original Notes tendered must be endorsed or accompanied by appropriate bond powers, in each case signed in the name of the registered Holder(s) exactly as it appears on the Original Notes. Please note that the signatures on any endorsement or bond power must be guaranteed by an Eligible Institution.

 

  •  

If this Letter of Transmittal, any Original Notes tendered or any bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, that person must indicate their title or capacity when signing. Unless waived by the Company, evidence satisfactory to the Company of that person’s authority to act must be submitted with this Letter of Transmittal. Please note that the signatures on any endorsement or bond power must be guaranteed by an Eligible Institution.

 

  •  

All signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution unless one of the following situations apply:

 

  •  

If this Letter of Transmittal is signed by the registered Holder(s) of the Original Notes tendered with this Letter of Transmittal and such Holder(s) has not completed the box titled “Special Issuance Instructions” or the box titled “Special Delivery Instructions;” or

 

  •  

If the Original Notes are tendered for the account of an Eligible Institution.

 

Page 11 of 14

5.    SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.    If different from the name and address of the person signing this Letter of Transmittal, you should indicate, in the applicable box or boxes, the name and address where Original Notes issued in replacement for any untendered or tendered but unaccepted Original Notes should be issued or sent. If replacement Original Notes are to be issued in a different name, you must indicate the taxpayer identification or social security number of the person named.

6.    TRANSFER TAXES.    The Company will pay all transfer taxes, if any, applicable to the exchange of Original Notes in the Exchange Offer. However, transfer taxes will be payable by you (or by the tendering Holder if you are signing this letter on behalf of a tendering Holder) if:

 

  •  

certificates representing Exchange Notes or notes issued to replace any Original Notes not tendered or accepted for exchange are to be delivered to, or are to be registered or issued in the name of, a person other than the registered Holder;

 

  •  

tendered Original Notes are registered in the name of any person other than the person signing this Letter of Transmittal; or

 

  •  

a transfer tax is imposed for any reason other than the exchange of Original Notes according to the Exchange Offer. If satisfactory evidence of the payment of those taxes or an exemption from payment is not submitted with this Letter of Transmittal, the amount of those transfer taxes will be billed directly to the tendering Holder. Until those transfer taxes are paid, the Company will not be required to deliver any Exchange Notes required to be delivered to, or at the direction of, such tendering Holder.

Except as provided in this Instruction 6, it is not necessary for transfer tax stamps to be attached to the Original Notes listed in this Letter of Transmittal.

7.    FORM W-9.    You must provide the exchange agent with a correct Taxpayer Identification Number (“TIN”) for the Holder on the enclosed Form W-9. If the Holder is an individual, the TIN is his or her social security number. If you do not provide the required information on the Form W-9, you may be subject to 28% Federal income tax withholding on certain payments made to the Holders of Exchange Notes. Certain Holders, such as corporations and certain foreign individuals, are not subject to these backup withholding and reporting requirements. For additional information, please read the enclosed Guidelines for Certification of TIN on Substitute Form W-9. To prove to the exchange agent that a foreign individual qualifies as an exempt Holder, the foreign individual must submit a Form W-8, signed under penalties of perjury, certifying as to that individual’s exempt status. You can obtain a Form W-8 from the exchange agent.

8.    WAIVER OF CONDITIONS.    The Company may choose, at any time and for any reason, to amend, waive or modify certain of the conditions to the Exchange Offer. The conditions applicable to tenders of Original Notes in the Exchange Offer are described in the Prospectus under the heading “The Exchange Offer—Procedures for Tendering Original Notes.”

9.    MUTILATED, LOST, STOLEN OR DESTROYED ORIGINAL NOTES.    If your Original Notes have been mutilated, lost, stolen or destroyed, you should contact the exchange agent at the address listed on the cover page of this document for further instructions.

10.    REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.    If you have questions, need assistance or would like to receive additional copies of the Prospectus or this Letter of Transmittal, you should contact the exchange agent at the address listed on the cover page of this document. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer.

 

Page 12 of 14

GUIDELINES FOR CERTIFICATION OF TAXPAYER

IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9

GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER—Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer Identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the Payer.

 

For this type of account:   

    
Give NAME and

SOCIAL SECURITY
number (SSN) of:

1.        Individual    The individual
2.        Two or more individuals
(joint account)		    The actual owner of the account
or, if combined funds, the first
individual on the account(1)
3.        Custodian account of a minor (Uniform Gift to Minors Act)    The minor(2)
4.       

(a)  The usual revocable

      savings trust (grantor is

      also trustee)

    The grantor-trustee(1)
 

(b)  So-called trust account

      that is not a legal or valid

      trust under state law

    The actual owner(1)
5.        Sole proprietorship or single-owner LLC not electing corporate status on Form 8832    The owner(3)
For this type of account:    Give NAME and
EMPLOYER
IDENTIFICATION
number (EIN) of:
  6.   A valid trust, estate, or
pension trust		    The legal entity (Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)(4)
  7.      Corporation or LLC electing corporate status on Form 8832    The corporation
  8.      Association, club, religious, charitable, educational or other tax-exempt organization    The organization
  9.      Partnership or multi-member LLC not electing corporate status on Form 8832    The partnership
10.      A broker or registered nominee    The broker or nominee            
11.      Account with the Department
of Agriculture in the name of
a public entity (such as
State or local government,
school district or prison) that receives agricultural program
payments		    The public entity    
 

 

 

 

 

 

 

(1) List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.
(2) Circle the minor’s name and furnish the minor’s SSN.
(3) You must show your individual name, but you may also enter your business or “DBA” name. You may use either your SSN or EIN (if you have one).
(4) List first and circle the name of the legal trust, estate, or pension trust.

 

NOTE: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

 

Page 13 of 14

Section references are to the Internal Revenue Code of 1986, as amended.

 

Obtaining a Number. If you do not have a taxpayer identification number or you do not know your number, obtain Form SS-5, Application for a Social Security Card, from the local office of the Social Security Administration, or Form SS-4, Application for Employer Identification Number, from the Internal Revenue Service (the “IRS”) and apply for a number.

Payees Exempt from Backup Withholding. The following is a list of payees exempt from backup withholding. For interest and dividends, all listed payees are exempt except for those listed in item (9). For broker transactions, payees listed in (1) through (13) are exempt. A person registered under the Investment Advisers Act of 1940 who regularly acts as a broker is also exempt. Payments subject to reporting under sections 6041 and 6041A are generally exempt from backup withholding only if made to payees described in items (1) through (7), except that the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding or information reporting: medical and health care payments, attorneys’ fees and payments for services paid by a federal executive agency. Only payees described in items (2) through (6) are exempt from backup withholding for barter exchange transactions and patronage dividends.

(1) A corporation.

(2) An organization exempt from tax under section 501(a), or an individual retirement plan (“IRA”), or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2)

(3) The United States or any of its agencies or instrumentalities.

(4) A State, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities.

(5) A foreign government or any of its political subdivisions, agencies or instrumentalities.

(6) An international organization or any of its agencies or instrumentalities.

(7) A foreign central bank of issue.

(8) A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States.

(9) A futures commission merchant registered with the Commodity Futures Trading Commission.

(10) A real estate investment trust.

(11) An entity registered at all times during the tax year under the Investment Company Act of 1940.

(12) A common trust fund operated by a bank under section 584a.

(13) A financial institution.

(14) A middleman known in the investment community as a nominee or custodian.

(15) A trust exempt from tax under section 664 or described in section 4947.

Exempt payees described above should file Substitute Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TIN, PLACE A CHECKMARK ON THE LINE NEXT TO “EXEMPT” IN PART II, SIGN AND DATE THE FORM, AND RETURN IT TO THE PAYER.

Payments of interest generally not subject to backup withholding include the following:

 

  — Payments of interest on obligations issued by individuals. NOTE: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer’s trade or business and you have not provided your correct taxpayer identification number to the payer.
  — Payments described in section 6049(b)(5) to nonresident aliens.
  — Payments on tax-free covenant bonds under section 1451.
  — Payments made by certain foreign organizations.

Payments that are not subject to information reporting are also not subject to backup withholding. For details see sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N, and the regulations under such sections.

Privacy Act Notice. Section 6109 requires you to give your correct taxpayer identification number to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA or Archer MSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation, and to cities, states, and the District of Columbia to carry out their tax laws. The IRS also may disclose this information to other countries under a tax treaty, or to federal and state agencies to enforce federal non-tax criminal laws and to combat terrorism. You must provide your taxpayer identification number whether or not you are required to file a tax return. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

Penalties.

(1)  Penalty for Failure to Furnish Taxpayer Identification Number. If you fail to furnish your taxpayer identification number to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2)  Civil Penalty for False Information with Respect to Withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

(3)  Criminal Penalty for Falsifying Information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

 

 

FOR ADDITIONAL INFORMATION CONTACT YOUR

TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE

 

Page 14 of 14

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Asbury Automotive Group, Inc.

2905 Premiere Parkway NW, Suite 300

Duluth, Georgia 30097

June 21, 2013

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 

Re: Asbury Automotive Group, Inc.
   Registration Statement on Form S-4
   Filed on June 21, 2013
   File No. 333-

Ladies and Gentlemen:

On the date hereof, Asbury Automotive Group, Inc., a Delaware corporation (the “Company”), and the guarantors listed as co-registrants on Annex A hereto (collectively, the “Registrants”) filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-4 relating to the offer to exchange (the “Exchange Offer”) up to $100,000,000 aggregate principal amount of the Company’s 8.375% Senior Subordinated Notes due 2020 (the “Exchange Notes”) registered under the Securities Act of 1933, as amended (the “Securities Act”), for any and all of the Company’s outstanding 8.375% Senior Subordinated Notes due 2020, which were issued on June 20, 2013.

The Registrants are registering the Exchange Offer in reliance on the Commission staff’s position enunciated in the letters issued to Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley & Co. Incorporated (available June 5, 1991) and Shearman & Sterling (available July 2, 1993). In accordance with the Commission staff’s position set forth in those letters, the Registrants make the following representations to the Commission:

 

1. The Registrants have not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the Exchange Offer and, to the best of the Registrants’ information and belief, each person participating in the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding to participate in the distribution of the Exchange Notes to be received in the Exchange Offer.

 

2.

The Registrants will make each participant in the Exchange Offer aware (through the Exchange Offer prospectus or otherwise) that if such person is using the Exchange Offer to participate in the distribution of the Exchange Notes to be acquired in the Exchange Offer, such person

Securities and Exchange Commission

June 21, 2013

 

  (a) cannot rely on the Commission staff’s position enunciated in Exxon Capital Holdings Corporation or similar letters and (b) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction. The Registrants acknowledge that such a secondary resale transaction should be covered by an effective registration statement containing the selling stockholder information required by Item 507 of Regulation S-K promulgated under the Securities Act.

 

3. The Registrants will make each participant in the Exchange Offer aware (through the Exchange Offer prospectus or otherwise) that (a) any broker-dealer holding existing securities acquired for its own account as a result of market-making activities or other trading activities, and who receives Exchange Notes in exchange for such existing securities pursuant to the Exchange Offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act as described in (2) above in connection with any resale of such Exchange Notes; (b) by executing the letter of transmittal or similar documentation, any such broker-dealer represents that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of Exchange Notes received in respect of such existing securities pursuant to the Exchange Offer; and (c) any such broker-dealer must confirm that it has not entered into any arrangement or understanding with the Registrants or an affiliate of the Registrants to distribute Exchange Notes. The Registrants will include in the letter of transmittal or similar documentation a statement to the effect that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

The Registrants will include, in the transmittal letter or similar documentation to be executed by the exchange offeree in order to participate in the Exchange Offer, representations to the effect that (a) the exchange offeree is acquiring the Exchange Notes in its ordinary course of business; (b) by accepting the Exchange Offer, the exchange offeree represents that it is not engaged in, does not intend to engage in and has no arrangement or understanding with any person to participate in a distribution of the Exchange Notes; and (c) the offeree is not an “affiliate” of the Registrants within the meaning of Rule 405 under the Securities Act.

*    *    *

Very truly yours,

ASBURY AUTOMOTIVE GROUP, INC.
By:  

/s/ George A Villasana

  Name: George A. Villasana
  Title: Vice President, General Counsel and Secretary

 

AF MOTORS, L.L.C.
ANL, L.P.
ARKANSAS AUTOMOTIVE SERVICES, L.L.C.
ASBURY AR NISS L.L.C.
ASBURY ATLANTA AC L.L.C.
ASBURY ATLANTA AU L.L.C.
ASBURY ATLANTA BM L.L.C.
ASBURY ATLANTA CHEVROLET L.L.C.
ASBURY ATLANTA HON L.L.C.
ASBURY ATLANTA INF L.L.C.
ASBURY ATLANTA INFINITI L.L.C.
ASBURY ATLANTA JAGUAR L.L.C.
ASBURY ATLANTA LEX L.L.C.
ASBURY ATLANTA NIS L.L.C.
ASBURY ATLANTA TOY L.L.C.
ASBURY ATLANTA VB L.L.C.
ASBURY ATLANTA VL L.L.C.
ASBURY AUTOMOTIVE ARKANSAS DEALERSHIP HOLDINGS L.L.C.
ASBURY AUTOMOTIVE ARKANSAS L.L.C.
ASBURY AUTOMOTIVE ATLANTA II L.L.C.
ASBURY AUTOMOTIVE ATLANTA L.L.C.
ASBURY AUTOMOTIVE BRANDON, L.P.
ASBURY AUTOMOTIVE CENTRAL FLORIDA, L.L.C.
ASBURY AUTOMOTIVE DELAND, L.L.C.
ASBURY AUTOMOTIVE FRESNO L.L.C.
ASBURY AUTOMOTIVE GROUP L.L.C.
ASBURY AUTOMOTIVE JACKSONVILLE GP L.L.C.
ASBURY AUTOMOTIVE JACKSONVILLE, L.P.
ASBURY AUTOMOTIVE MANAGEMENT L.L.C.
ASBURY AUTOMOTIVE MISSISSIPPI L.L.C.
ASBURY AUTOMOTIVE NORTH CAROLINA DEALERSHIP HOLDINGS L.L.C.
ASBURY AUTOMOTIVE NORTH CAROLINA L.L.C.
ASBURY AUTOMOTIVE NORTH CAROLINA MANAGEMENT L.L.C.
ASBURY AUTOMOTIVE NORTH CAROLINA REAL ESTATE HOLDINGS L.L.C.
ASBURY AUTOMOTIVE OREGON L.L.C.
ASBURY AUTOMOTIVE SOUTHERN CALIFORNIA L.L.C.
ASBURY AUTOMOTIVE ST. LOUIS II L.L.C.
ASBURY AUTOMOTIVE ST. LOUIS, L.L.C.
ASBURY AUTOMOTIVE TAMPA GP L.L.C.

ASBURY AUTOMOTIVE TAMPA, L.P.
ASBURY AUTOMOTIVE TEXAS L.L.C.
ASBURY AUTOMOTIVE TEXAS REAL ESTATE HOLDINGS L.L.C.
ASBURY CH MOTORS L.L.C.
ASBURY DELAND IMPORTS 2, L.L.C.
ASBURY FRESNO IMPORTS L.L.C.
ASBURY JAX AC, LLC
ASBURY JAX HOLDINGS, L.P.
ASBURY JAX HON L.L.C.
ASBURY JAX K L.L.C.
ASBURY JAX MANAGEMENT L.L.C.
ASBURY JAX VW L.L.C.
ASBURY MS CHEV, L.L.C.
ASBURY MS GRAY-DANIELS L.L.C.
ASBURY NO CAL NISS L.L.C.
ASBURY SACRAMENTO IMPORTS L.L.C.
ASBURY SC JPV L.L.C.
ASBURY SC LEX L.L.C.
ASBURY SC TOY L.L.C.
ASBURY SO CAL DC L.L.C.
ASBURY SO CAL HON L.L.C.
ASBURY SO CAL NISS L.L.C.
ASBURY SOUTH CAROLINA REAL ESTATE HOLDINGS L.L.C.
ASBURY ST. LOUIS CADILLAC L.L.C.
ASBURY ST. LOUIS FSKR, L.L.C.
ASBURY ST. LOUIS LEX L.L.C.
ASBURY ST. LOUIS LR L.L.C.
ASBURY ST. LOUIS M L.L.C.
ASBURY TAMPA MANAGEMENT L.L.C.
ASBURY TEXAS D FSKR, L.L.C.
ASBURY TEXAS H FSKR, L.L.C.
ASBURY-DELAND IMPORTS, L.L.C.
ATLANTA REAL ESTATE HOLDINGS L.L.C.
AVENUES MOTORS, LTD.
BAYWAY FINANCIAL SERVICES, L.P.
BFP MOTORS L.L.C.
C&O PROPERTIES, LTD.
CAMCO FINANCE II L.L.C.
CFP MOTORS L.L.C.
CH MOTORS L.L.C.
CHO PARTNERSHIP, LTD.
CK CHEVROLET LLC
CK MOTORS LLC
CN MOTORS L.L.C.
COGGIN AUTOMOTIVE CORP.
COGGIN CARS L.L.C.
COGGIN CHEVROLET L.L.C.
COGGIN MANAGEMENT, L.P.
CP-GMC MOTORS L.L.C.
CROWN ACURA/NISSAN, LLC
CROWN CHH L.L.C.
CROWN CHO L.L.C.
CROWN CHV L.L.C.
CROWN FDO L.L.C.
CROWN FFO HOLDINGS L.L.C.

CROWN FFO L.L.C.

CROWN GAC L.L.C.

CROWN GBM L.L.C.
CROWN GCA L.L.C.
CROWN GDO L.L.C.
CROWN GHO L.L.C.
CROWN GNI L.L.C.
CROWN GPG L.L.C.
CROWN GVO L.L.C.
CROWN HONDA, LLC
CROWN MOTORCAR COMPANY L.L.C.
CROWN PBM L.L.C.
CROWN RIA L.L.C.
CROWN RIB L.L.C.
CROWN SJC L.L.C.
CROWN SNI L.L.C.
CSA IMPORTS L.L.C.
ESCUDE-NN L.L.C.
ESCUDE-NS L.L.C.
ESCUDE-T L.L.C.
FLORIDA AUTOMOTIVE SERVICES L.L.C.
HFP MOTORS L.L.C.
JC DEALER SYSTEMS, LLC
KP MOTORS L.L.C.
MCDAVID AUSTIN-ACRA, L.L.C.
MCDAVID FRISCO-HON, L.L.C.
MCDAVID GRANDE, L.L.C.
MCDAVID HOUSTON-HON, L.L.C.
MCDAVID HOUSTON-NISS, L.L.C.
MCDAVID IRVING-HON, L.L.C.
MCDAVID OUTFITTERS, L.L.C.
MCDAVID PLANO-ACRA, L.L.C.
MID-ATLANTIC AUTOMOTIVE SERVICES, L.L.C.
MISSISSIPPI AUTOMOTIVE SERVICES, L.L.C.
MISSOURI AUTOMOTIVE SERVICES, L.L.C.
NP FLM L.L.C.
NP MZD L.L.C.
NP VKW L.L.C.
PLANO LINCOLN-MERCURY, INC.
PRECISION COMPUTER SERVICES, INC.
PRECISION ENTERPRISES TAMPA, INC.
PRECISION INFINITI, INC.
PRECISION MOTORCARS, INC.
PRECISION NISSAN, INC.
PREMIER NSN L.L.C.
PREMIER PON L.L.C.
PRESTIGE BAY L.L.C.
PRESTIGE TOY L.L.C.
SOUTHERN ATLANTIC AUTOMOTIVE SERVICES, L.L.C.
TAMPA HUND, L.P.
TAMPA KIA, L.P.
TAMPA LM, L.P.
TAMPA MIT, L.P.
TEXAS AUTOMOTIVE SERVICES, L.L.C.
THOMASON AUTO CREDIT NORTHWEST, INC.
THOMASON DAM L.L.C.
THOMASON FRD L.L.C.

THOMASON HUND L.L.C.

THOMASON PONTIAC-GMC L.L.C.

WMZ MOTORS, L.P.

WTY MOTORS, L.P.

By:  

/s/ George A Villasana

  Name:   George A. Villasana
  Title:   Secretary

 

cc: Joel T. May, Esq. (Jones Day)

Annex A

 

Co-Registrant

   

IRS Employer Identification Number

AF Motors, L.L.C.

    59-3604214

ANL, L.P.

    59-3503188

Arkansas Automotive Services, L.L.C.

    27-1386071

Asbury AR Niss L.L.C.

    84-1666361

Asbury Atlanta AC L.L.C.

    58-2241119

Asbury Atlanta AU L.L.C.

    58-2241119

Asbury Atlanta BM L.L.C.

    58-2241119

Asbury Atlanta Chevrolet L.L.C.

    58-2241119

Asbury Atlanta Hon L.L.C.

    58-2241119

Asbury Atlanta Inf L.L.C.

    58-2241119

Asbury Atlanta Infiniti L.L.C.

    58-2241119

Asbury Atlanta Jaguar L.L.C.

    58-2241119

Asbury Atlanta Lex L.L.C.

    58-2241119

Asbury Atlanta Nis L.L.C.

    58-2241119

Asbury Atlanta Toy L.L.C.

    26-2192047

Asbury Atlanta VB L.L.C.

    58-2241119

Asbury Atlanta VL L.L.C.

    58-2241119

Asbury Automotive Arkansas Dealership Holdings L.L.C.

    71-0817515

Asbury Automotive Arkansas L.L.C.

    71-0817514

ASBURY AUTOMOTIVE ATLANTA II L.L.C.

    26-1923764

Asbury Automotive Atlanta L.L.C.

    58-2241119

Asbury Automotive Brandon, L.P.

    59-3584655

Asbury Automotive Central Florida, L.L.C.

    59-3580818

Asbury Automotive Deland, L.L.C.

    59-3604210

Asbury Automotive Fresno L.L.C.

    03-0508496

Asbury Automotive Group L.L.C.

    23-2790555

Asbury Automotive Jacksonville GP L.L.C.

    59-3512660

Asbury Automotive Jacksonville, L.P.

    59-3512662

Asbury Automotive Management L.L.C.

    23-3006304

Asbury Automotive Mississippi L.L.C.

    64-0924573

Asbury Automotive North Carolina Dealership Holdings L.L.C.

    56-2106587

Asbury Automotive North Carolina L.L.C.

    52-2106838

Asbury Automotive North Carolina Management L.L.C.

    52-2106838

Asbury Automotive North Carolina Real Estate Holdings L.L.C.

    23-2983952

Asbury Automotive Oregon L.L.C.

    52-2106837

Asbury Automotive Southern California L.L.C.

    16-1676796

ASBURY AUTOMOTIVE ST. LOUIS II L.L.C.

    26-2753770

Asbury Automotive St. Louis, L.L.C.

    43-1767192

Asbury Automotive Tampa GP L.L.C.

    13-3990508

Asbury Automotive Tampa, L.P.

    13-3990509

Asbury Automotive Texas L.L.C.

    13-3997031

ASBURY AUTOMOTIVE TEXAS REAL ESTATE HOLDINGS L.L.C.

    11-3816183

Asbury CH Motors L.L.C.

    59-3185442

Asbury Deland Imports 2, L.L.C.

    59-3629420

Asbury Fresno Imports L.L.C.

    03-0508500

Asbury Jax AC, LLC

    45-0551011

Asbury Jax Holdings, L.P.

    59-3516633

Asbury Jax Hon L.L.C.

    02-0811016

Asbury Jax K L.L.C.

    36-4572826

Asbury Jax Management L.L.C.

    59-3503187

Asbury Jax VW L.L.C.

    02-0811020

ASBURY MS CHEV, L.L.C.

    06-1749057

Asbury MS Gray-Daniels L.L.C.

    64-0939974

Co-Registrant

   

IRS Employer Identification Number

Asbury No Cal Niss L.L.C.

    05-0605055

Asbury Sacramento Imports L.L.C.

    33-1080505

Asbury SC JPV L.L.C.

    27-3565233

Asbury SC LEX L.L.C.

    27-3565101

Asbury SC TOY L.L.C.

    27-3564690

ASBURY SO CAL DC L.L.C.

    33-1080498

ASBURY SO CAL HON L.L.C.

    33-1080502

Asbury So Cal Niss L.L.C.

    59-3781893

Asbury South Carolina Real Estate Holdings L.L.C.

    27-4085056

Asbury St. Louis Cadillac L.L.C.

    43-1767192

ASBURY ST. LOUIS FSKR, L.L.C.

    27-1076730

Asbury St. Louis Lex L.L.C.

    43-1767192

Asbury St. Louis LR L.L.C.

    43-1799300

Asbury St. Louis M L.L.C.

    27-3214624

Asbury Tampa Management L.L.C.

    59-2512657

ASBURY TEXAS D FSKR, L.L.C.

    27-1076393

ASBURY TEXAS H FSKR, L.L.C.

    27-1076640

Asbury-Deland Imports, L.L.C.

    59-3604213

Atlanta Real Estate Holdings L.L.C.

    58-2241119

Avenues Motors, Ltd.

    59-3381433

Bayway Financial Services, L.P.

    59-3503190

BFP Motors L.L.C.

    30-0217335

C&O PROPERTIES, LTD.

    59-2495022

Camco Finance II L.L.C.

    52-2106838

CFP Motors L.L.C.

    65-0414571

CH Motors L.L.C.

    59-3185442

CHO Partnership, LTD.

    59-3041549

CK Chevrolet LLC

    59-3580820

CK Motors LLC

    59-3580825

CN Motors L.L.C.

    59-3185448

Coggin Automotive Corp.

    59-1285803

Coggin Cars L.L.C.

    59-3624906

Coggin Chevrolet L.L.C.

    59-3624905

Coggin Management, L.P.

    59-3503191

CP-GMC Motors L.L.C.

    59-3185453

Crown Acura/Nissan, LLC

    56-1975265

Crown CHH L.L.C.

    52-2106838

Crown CHO L.L.C.

    84-1617218

Crown CHV L.L.C.

    52-2106838

Crown FDO L.L.C.

    04-3623132

Crown FFO Holdings L.L.C.

    56-2182741

Crown FFO L.L.C.

    56-2165412

Crown GAC L.L.C.

    52-2106838

Crown GBM L.L.C.

    52-2106838

Crown GCA L.L.C.

    14-1854150

Crown GDO L.L.C.

    52-2106838

Crown GHO L.L.C.

    52-2106838

Crown GNI L.L.C.

    52-2106838

Crown GPG L.L.C.

    52-2106838

Crown GVO L.L.C.

    52-2106838

Crown Honda, LLC

    56-1975264

Crown Motorcar Company L.L.C.

    62-1860414

CROWN PBM L.L.C.

    14-2004771

Crown RIA L.L.C.

    52-2106838

Crown RIB L.L.C.

    56-2125835

Co-Registrant

   

IRS Employer Identification Number

Crown SJC L.L.C.    81-0630983

Crown SNI L.L.C.

    30-0199361

CSA Imports L.L.C.

    59-3631079

ESCUDE-NN L.L.C.

    64-0922808

ESCUDE-NS L.L.C.

    64-0922811

ESCUDE-T L.L.C.

    64-0922812

Florida Automotive Services L.L.C.

    26-3828097

HFP Motors L.L.C.

    06-1631102

JC Dealer Systems, LLC

    58-2628641

KP Motors L.L.C.

    06-1629064

McDAVID AUSTIN-ACRA, L.L.C.

    11-3816170

MCDAVID FRISCO-HON, L.L.C.

    11-3816176

MCDAVID GRANDE, L.L.C.

    11-3816168

MCDAVID HOUSTON-HON, L.L.C.

    11-3816178

McDAVID HOUSTON-NISS, L.L.C.

    11-3816172

McDAVID IRVING-HON, L.L.C.

    11-3816175

McDAVID OUTFITTERS, L.L.C.

    11-3816166

MCDAVID PLANO-ACRA, L.L.C.

    11-3816179

Mid-Atlantic Automotive Services, L.L.C.

    27-1386312

Mississippi Automotive Services, L.L.C.

    27-1386394

Missouri Automotive Services, L.L.C.

    27-1386466

NP FLM L.L.C.

    71-0819724

NP MZD L.L.C.

    71-0819723

NP VKW L.L.C.

    71-0819721

PLANO LINCOLN-MERCURY, INC.

    75-2430953

Precision Computer Services, Inc.

    59-2867725

PRECISION ENTERPRISES TAMPA, INC.

    59-2148481

Precision Infiniti, Inc.

    59-2958651

PRECISION MOTORCARS, INC.

    59-1197700

Precision Nissan, Inc.

    59-2734672

Premier NSN L.L.C.

    71-0819715

Premier Pon L.L.C.

    71-0819714

Prestige Bay L.L.C.

    71-0819719

Prestige TOY L.L.C.

    71-0819720

Southern Atlantic Automotive Services, L.L.C.

    37-1514247

Tampa Hund, L.P.

    59-3512664

Tampa Kia, L.P.

    59-3512666

Tampa LM, L.P.

    52-2124362

Tampa Mit, L.P.

    59-3512667

Texas Automotive Services, L.L.C.

    27-1386537

Thomason Auto Credit Northwest, Inc.

    93-1119211

Thomason Dam L.L.C.

    93-1266231

Thomason Frd L.L.C.

    93-1254703

Thomason Hund L.L.C.

    93-1254690

Thomason Pontiac-GMC L.L.C.

    43-1976952

WMZ Motors, L.P.

    59-3512663

WTY Motors, L.P.

    59-3512669