Asbury Automotive’s $1.125 Billion Senior Notes Offering

Jones Day represented Asbury Automotive Group, Inc..

Asbury Automotive Group, Inc. (NYSE: ABG) announced it intends to offer up to $1,125,000,000 aggregate principal amount of senior notes, which will consist of senior notes due 2028 and senior notes due 2030, subject to market conditions. The offering will be exempt from the registration requirements of the Securities Act of 1933, as amended.

The Notes are being offered, together with additional borrowings and cash on hand, to (i) fund, if consummated, the acquisition of substantially all of the assets of the businesses of the Park Place Dealership family of entities pursuant to that certain Asset Purchase Agreement, dated as of December 11, 2019, among the Company, Park Place and the other parties thereto (the “Asset Purchase Agreement”), and related agreements and transactions (collectively, the “Acquisition”), (ii) redeem all of our outstanding $600,000,000 aggregate principal amount of 6.0% Senior Subordinated Notes due 2024 (the “Existing Notes”) and (iii) pay fees and expenses in connection with the foregoing. If (i) the consummation of the Acquisition has not occurred on or before April 30, 2020 (the “End Date”) or (ii) we notify the trustee for the Notes of our abandonment or termination of the Asset Purchase Agreement or our determination that the consummation of the Acquisition will not occur on or before the End Date, then we will be required to redeem $525.0 million(the “Mandatory Redemption Amount”) aggregate principal amount of the 2028 Notes and the 2030 Notes on a pro rata basis in proportion to the aggregate principal amount of each series of Notes at a redemption price equal to 100% of the Mandatory Redemption Amount, plus accrued and unpaid interest to, but excluding, the redemption date.

The Jones Day team was led by Joel May (Picture) and Eric Maki.

Involved fees earner: Eric Maki – Jones Day; Joel May – Jones Day;

Law Firms: Jones Day;

Clients: Asbury Automotive Group Inc;

Author: Ambrogio Visconti