8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of Earliest Event Reported): March 7, 2006

AutoNation, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	1-13107	73-1105145
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
110 SE 6th Street, Ft. Lauderdale, Florida		33301
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: (954) 769-6000

Not Applicable
______________________________________________
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 March 7, 2006, AutoNation, Inc. (the "Company") issued a press release announcing that it intends to commence an offer to purchase for cash any and all of its outstanding 9% senior notes due 2008 in an aggregate principal amount of $323.5 million (the "Offer"). The Company expects to commence the Offer by no later than March 10, 2006. A copy of the press release is attached as Exhibit 99.1 hereto and its contents are incorporated herein by reference.

On March 7, 2006, the Company also issued a press release announcing that it intends to offer up to $900 million aggregate principal amount of senior unsecured notes. A copy of the press release is attached as Exhibit 99.2 hereto and its contents are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

99.1 Press Release, dated March 7, 2006, announcing that AutoNation, Inc.
intends to commence an offer to purchase for cash any and all of its
outstanding 9% senior notes due 2008 in an aggregate principal amount of
$323.5 million.

99.2 Press Release, dated March 7, 2006, announcing that AutoNation, Inc.
intends to offer up to $900 million aggregate principal amount of senior
unsecured notes.

SIGNATURES

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

	AutoNation, Inc.
March 7, 2006	By:	/s/ Jonathan P. Ferrando
		Name: Jonathan P. Ferrando
		Title: Executive Vice President, General Counsel and Secretary

Exhibit Index

Exhibit No.	Description
99.1	Press Release, dated March 7, 2006, announcing that AutoNation, Inc. intends to commence an offer to purchase for cash any and all of its outstanding 9% senior notes due 2008 in an aggregate principal amount of $323.5 million.
99.2	Press Release, dated March 7, 2006, announcing that AutoNation, Inc. intends to offer up to $900 million aggregate principal amount of senior unsecured notes.

EX-99.1

Exhibit 99.1

AUTONATION, INC. ANNOUNCES INTENTION TO COMMENCE A
CASH TENDER OFFER AND CONSENT SOLICITATION
FOR ITS OUTSTANDING 9% SENIOR NOTES DUE 2008

FORT LAUDERDALE, Fla. (March 7, 2006) -— AutoNation, Inc. (NYSE: AN), America’s largest automotive retailer, announced today that it intends to commence an offer to purchase for cash any and all of its outstanding 9% senior notes due 2008 in an aggregate principal amount of $323.5 million. In connection with the offer, holders of the notes will be solicited to provide consents to certain amendments to the indenture for the notes that would eliminate most of the restrictive covenants and events of default contained in the indenture.

AutoNation expects to commence the offer by no later than March 10, 2006. It is presently anticipated that the consent solicitation will expire approximately 10 business days after commencement of the offer (the “Consent Deadline”), and the offer will remain open for a period of at least 20 business days.

As will be described in more detail in the offer to purchase and consent solicitation, the total consideration for each $1,000 principal amount of notes validly tendered and accepted for purchase by AutoNation will be calculated, in accordance with standard market practice, five business days prior to the expiration of the offer based upon a fixed spread of 50 basis points over the bid side yield on the 4.125% U.S. Treasury Note due August 15, 2008. The foregoing total consideration for the notes includes a consent payment equal to $30 per $1,000 principal amount of notes tendered. Holders must validly tender their notes on or before the Consent Deadline in order to be eligible to receive the total consideration, which includes the consent payment. Holders who validly tender their notes after the Consent Deadline and before the expiration of the offer will only be eligible to receive an amount equal to the total consideration minus the consent payment. Additionally, holders whose notes are purchased pursuant to the offer will receive any accrued but unpaid interest up to but not including the payment date for the notes.

Completion of the offer and consent solicitation will be subject to the satisfaction of certain conditions, including, but not limited to, receipt of valid tenders and consents from at least a majority in principal amount of outstanding notes and receipt of debt financing in an amount that, with existing cash reserves, will be sufficient to purchase the notes tendered in the offer and the shares tendered in the concurrent cash tender offer to purchase 50 million shares of the Company’s common stock at a price of $23 per share. The offer and consent solicitation may be amended, extended or, under certain conditions, terminated.

The information agent for the offer and consent solicitation will be Innisfree M&A Incorporated. The depositary for the offer will be Wells Fargo Bank Minnesota N.A.. The dealer managers for the offer will be J.P. Morgan Securities, Inc. and Wachovia Securities.

The offer to purchase and consent solicitation statement, letter of transmittal and consent and related documents will be mailed on or about March 10, 2006 to noteholders of record and also will be made available for distribution to beneficial owners of the Company’s 9% senior notes due 2008. Noteholders with questions or who would like additional copies of the offer documents may call the information agent, Innisfree M&A Incorporated, toll-free at (877) 825-8631. (Banks and brokers may call collect at (212) 750-5833.)

AutoNation, Inc., headquartered in Fort Lauderdale, Fla., is America’s largest automotive retailer and a component of the Standard and Poor’s 500 Index. AutoNation has approximately 27,000 full-time employees and owns and operates 346 new vehicle franchises in 17 states.

This press release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell the Company’s 9% senior notes due 2008. The offer and the consent solicitation will be made only pursuant to the offer to purchase and consent solicitation statement, letter of transmittal and consent and related materials that the Company will shortly be distributing to noteholders. Noteholders and investors should read carefully the offer to purchase and consent solicitation statement, letter of transmittal and consent and related materials because they contain important information, including the various terms of and conditions to, the offer and the consent solicitation.

- # -

Certain statements and information included in this release constitute “forward-looking statements” within the meaning of the Federal Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied in such forward-looking statements. Additional discussion of factors that could cause actual results to differ materially from management’s projections, estimates and expectations is contained in the Company’s SEC filings. The Company undertakes no duty to update its forward-looking statements, including its long-term growth targets.

Exhibit 99.2

AUTONATION TO OFFER UP TO $900 MILLION
OF SENIOR UNSECURED NOTES

FORT LAUDERDALE, Fla. (March 7, 2006) -— AutoNation, Inc. (NYSE: AN), America’s largest automotive retailer, announced today that it intends to offer up to $900 million aggregate principal amount of senior unsecured notes.

AutoNation intends to use the net proceeds of the offering, together with bank financing and existing cash, to purchase 50 million shares of its common stock at a price per share of $23 pursuant to a common stock tender offer and up to $323.5 million of aggregate principal amount of its 9% senior notes due 2008 pursuant to a debt tender offer and consent solicitation. The bank financing includes a proposed $300 million term loan (which may be increased to $400 million) and anticipated borrowings of approximately $150 million under an amended $600 million revolving credit facility. The Company has received a commitment from JP Morgan Chase Bank to provide the $300 million term loan. As announced today, AutoNation intends to commence the tender offers and consent solicitation by no later than March 10, 2006.

The notes, which are expected to be comprised of a series of floating rate notes and a series of fixed rate notes, will be offered solely by means of a confidential offering memorandum in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to persons outside the United States under Regulation S of the Securities Act. The notes to be offered have not been registered under the Securities Act or securities laws of any state and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements under the Securities Act or the laws of any state. This press release shall not constitute an offer to sell or a solicitation of an offer to buy such notes in any jurisdiction in which such an offer or sale would be unlawful and is issued pursuant to Rule 135c under the Securities Act.

AutoNation, Inc., headquartered in Fort Lauderdale, Fla., is America’s largest automotive retailer and a component of the Standard and Poor’s 500 Index. AutoNation has approximately 27,000 full-time employees and owns and operates 346 new vehicle franchises in 17 states.

- # -

This press release includes statements that constitute “forward-looking statements,” including with regard to the senior notes offering and the tender offers, such as the completion and timing of such events. These statements are made pursuant to the safe harbor provisions of the Federal Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied in such forward-looking statements. Additional discussion of factors that could cause actual results to differ materially from management’s projections, estimates and expectations is contained in the Company’s SEC filings. The Company undertakes no duty to update its forward-looking statements, including its long-term growth targets.