Asbury Automotive obtains needed consents to amend 8 3/8% notes

By Jennifer Chiou

New York, Dec. 4 – Asbury Automotive Group, Inc. announced the receipt of tenders and consents for $234,199,000, or 78.1%, of its $300 million outstanding principal amount of 8 3/8% senior subordinated notes due 2020, enough to amend the note indenture.

According to a press release, the company accepted those notes for payment on Dec. 4. Following the payment, $65,801,000 principal amount of notes remains outstanding.

The total purchase price was $1,114.29, including a $30.00 consent payment, per $1,000 principal amount of notes tendered by 5 p.m. ET on Dec. 3, the consent payment deadline.

The company also said it will redeem any notes that remain outstanding after completion of the offer at par plus a premium and accrued interest to the Dec. 26 redemption date.

The premium will be the greater of (a) 1% of the principal amount of the notes and (b) the excess of (i) the present value at the redemption date of (1) 104.188% of the principal amount plus (2) all required payments due on the notes through Nov. 15, 2015, excluding accrued but unpaid interest, computed using a discount rate equal to the Treasury rate plus 50 basis points, over (ii) the principal amount of the notes.

Holders who tender their notes after the consent deadline will receive $1,084.29 per $1,000 principal amount.

As reported, the offer will end at 8 a.m. ET on Dec. 18, with final settlement set for the same day. It began on Nov. 19.

The company also will pay accrued interest up to but excluding the payment date.

Tendered notes could be withdrawn by the early tender deadline.

The offer is conditioned upon obtaining tenders for a majority of the outstanding notes and completion of a debt financing in an amount of at least $350 million. On Dec. 4, the company issued $400 million of 6% 10-year notes.

BofA Merrill Lynch (888 292-0070 or 980 388-3646 collect) is the dealer manager and solicitation agent. D.F. King & Co., Inc. (866 745-0273 or 212 269-5550 collect) is the information agent.

Asbury is a Duluth, Ga.-based automotive retailer.

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