UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
October 23, 2015 (October 23, 2015)
Asbury Automotive Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
001-31262 | 01-0609375 | |
(Commission File Number) |
(IRS Employer Identification No.) | |
2905 Premiere Parkway NW, Suite 300 Duluth, GA |
30097 | |
(Address of principal executive offices) | (Zip Code) |
(770) 418-8200
(Registrants telephone number, including area code)
None
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 | Other Events. |
On October 23, 2015, Asbury Automotive Group, Inc. (the Company) issued a press release (the Announcement Press Release) announcing the offering, pursuant to an exemption under the Securities Act of 1933, of $200.0 million aggregate principal amount of additional 6.0% senior subordinated notes due 2024 (the Additional Notes). The Additional Notes are part of the same issuance of, and rank equally and form a single series with, the outstanding $400.0 million aggregate principal amount of the Companys 6.0% senior subordinated notes due 2024, which were issued on December 4, 2014 (the Existing Notes). The Additional Notes will have the same terms as the Existing Notes, including being guaranteed by all of the Companys existing subsidiaries and future domestic restricted subsidiaries, with certain exceptions.
A copy of the Announcement Press Release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Also on October 23, 2015, the Company issued a press release announcing the pricing of its offering of Additional Notes (the Pricing Press Release). The Additional Notes will be priced at 104.25% plus accrued interest from and including June 15, 2015.
A copy of the Pricing Press Release is attached hereto as Exhibit 99.2 and is incorporated by reference herein.
The information contained in this report shall not constitute an offer to sell or a solicitation of an offer to purchase any Additional Notes in any jurisdiction in which such an offer, solicitation or sale would be unlawful.
Item 9.01 | Financial Statements and Exhibits |
(d) | Exhibits |
Exhibit |
Description | |
99.1 | Announcement Press Release, dated October 23, 2015. | |
99.2 | Pricing Press Release, dated October 23, 2015. |
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ASBURY AUTOMOTIVE GROUP, INC. | ||||||
Date: October 23, 2015 | By: | /s/ George A. Villasana | ||||
Name: | George A. Villasana | |||||
Title: | Vice President, General Counsel and Secretary |
3
EXHIBIT INDEX
Exhibit |
Description | |
99.1 | Announcement Press Release, dated October 23, 2015. | |
99.2 | Pricing Press Release, dated October 23, 2015. |
4
Exhibit 99.1
Asbury Automotive Group Announces Private Placement of $200.0 Million of Additional 6.0% Senior Subordinated Notes Due 2024
Duluth, Ga., October 23, 2015 Asbury Automotive Group, Inc. (NYSE: ABG) (the Company), one of the largest automotive retail and service companies in the United States, announced today the commencement of an offering of $200.0 million aggregate principal amount of additional 6.0% senior subordinated notes due 2024 (the Additional Notes) in a private placement transaction that is exempt from the registration requirements of the Securities Act of 1933 (the Act). The Additional Notes are part of the same issuance of, and will rank equally and form a single series with, the $400.0 million aggregate principal amount of the Companys 6.0% senior subordinated notes due 2024 which were issued on December 4, 2014 (the Existing Notes). The Additional Notes will have the same terms as the Existing Notes, including being guaranteed by all of the Companys existing subsidiaries and future domestic restricted subsidiaries, with certain exceptions.
The Company intends to use the net proceeds from this offering for general corporate purposes, which may include, among other things, acquisitions, share repurchases, capital expenditures, repaying indebtedness outstanding from time to time, investments or working capital needs.
The Additional Notes and the related guarantees have not been, and will not be, registered under the Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption therefrom. The Additional Notes will be offered only to qualified institutional buyers under Rule 144A and to persons outside the United States under Regulation S.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the Additional Notes or any other securities, and shall not constitute an offer, solicitation or sale of any Additional Notes or other securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. This notice is being issued pursuant to and in accordance with Rule 135c under the Act.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements other than historical fact and may include statements relating to goals, plans, market conditions and projections regarding the Companys financial position, liquidity, results of operations, market
position and dealership portfolio, the benefits of its restructuring program and other initiatives and future business strategy. These statements are based on managements current expectations and beliefs and involve significant risks and uncertainties that may cause results to differ materially from those set forth in the statements. These risks and uncertainties include, among other things, market factors, the Companys relationships with, and the financial and operational stability of, vehicle manufacturers and other suppliers, acts of God or other incidents which may adversely impact supply from vehicle manufacturers and/or present retail sales challenges, risks associated with the Companys indebtedness (including available borrowing capacity, compliance with its financial covenants and ability to refinance or repay such indebtedness, particularly upcoming maturities, on favorable terms), the Companys relationships with, and the financial stability of, its lenders and lessors, risks related to competition in the automotive retail and service industries, general economic conditions both nationally and locally, governmental regulations, legislation, adverse results in litigation and other proceedings, and the Companys ability to execute its IT initiatives and other operational strategies, the Companys ability to leverage gains from its dealership portfolio, the Companys ability to capitalize on opportunities to repurchase its debt and equity securities or purchase properties that it currently leases, and the Companys ability to stay within its targeted range for capital expenditures. There can be no guarantees that the Companys plans for future operations will be successfully implemented or that they will prove to be commercially successful.
These and other risk factors that could cause actual results to differ materially from those expressed or implied in the Companys forward-looking statements are and will be discussed in the Companys filings with the Securities and Exchange Commission from time to time, including its most recent annual report on Form 10-K and any subsequently filed quarterly reports on Form 10-Q. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.
Asbury Automotive Group, Inc.
Investors and Reporters Contact:
Matt Pettoni, (770) 418-8219
VP & Treasurer
ir@asburyauto.com
Exhibit 99.2
Asbury Automotive Group Announces Pricing of $200.0 Million of Additional 6.0% Senior Subordinated Notes Due 2024
Duluth, Ga., October 23, 2015 Asbury Automotive Group, Inc. (NYSE: ABG) (the Company), one of the largest automotive retail and service companies in the United States, announced today that it has priced its previously announced offering of $200.0 million aggregate principal amount of additional 6.0% senior subordinated notes due 2024 (the Additional Notes) at 104.25% plus accrued interest from and including June 15, 2015. The Additional Notes are part of the same issuance of, and will rank equally and form a single series with, the $400.0 million aggregate principal amount of the Companys 6.0% senior subordinated notes due 2024 which were issued on December 4, 2014 (the Existing Notes). The Additional Notes will have the same terms as the Existing Notes, including being guaranteed by all of the Companys existing subsidiaries and future domestic restricted subsidiaries, with certain exceptions.
The sale of the Additional Notes is expected to be completed on October 28, 2015, subject to customary closing conditions.
The Company intends to use the net proceeds from this offering for general corporate purposes, which may include, among other things, acquisitions, share repurchases, capital expenditures, repaying indebtedness outstanding from time to time, investments or working capital needs.
The Additional Notes and the related guarantees have not been, and will not be, registered under the Securities Act of 1933 (the Act) or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption therefrom. The Additional Notes will be offered only to qualified institutional buyers under Rule 144A and to persons outside the United States under Regulation S.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the 2024 Notes or any other securities, and shall not constitute an offer, solicitation or sale of any 2024 Notes or other securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. This notice is being issued pursuant to and in accordance with Rule 135c under the Act.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements other than historical fact and may include statements relating to goals, plans, market conditions and projections regarding the Companys financial position, liquidity, results of operations, market
position and dealership portfolio, the benefits of its restructuring program and other initiatives and future business strategy. These statements are based on managements current expectations and beliefs and involve significant risks and uncertainties that may cause results to differ materially from those set forth in the statements. These risks and uncertainties include, among other things, market factors, the Companys relationships with, and the financial and operational stability of, vehicle manufacturers and other suppliers, acts of God or other incidents which may adversely impact supply from vehicle manufacturers and/or present retail sales challenges, risks associated with the Companys indebtedness (including available borrowing capacity, compliance with its financial covenants and ability to refinance or repay such indebtedness, particularly upcoming maturities, on favorable terms), the Companys relationships with, and the financial stability of, its lenders and lessors, risks related to competition in the automotive retail and service industries, general economic conditions both nationally and locally, governmental regulations, legislation, adverse results in litigation and other proceedings, and the Companys ability to execute its IT initiatives and other operational strategies, the Companys ability to leverage gains from its dealership portfolio, the Companys ability to capitalize on opportunities to repurchase its debt and equity securities or purchase properties that it currently leases, and the Companys ability to stay within its targeted range for capital expenditures. There can be no guarantees that the Companys plans for future operations will be successfully implemented or that they will prove to be commercially successful.
These and other risk factors that could cause actual results to differ materially from those expressed or implied in the Companys forward-looking statements are and will be discussed in the Companys filings with the Securities and Exchange Commission from time to time, including its most recent annual report on Form 10-K and any subsequently filed quarterly reports on Form 10-Q. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.
Asbury Automotive Group, Inc.
Investors and Reporters Contact:
Matt Pettoni, (770) 418-8219
VP & Treasurer
ir@asburyauto.com
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