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Published on 9/18/2009 in the Prospect News Convertibles Daily.

New Issue: Sonic Automotive prices upsized $150 million 20-year convertibles to yield 5%, up 32.5%

By Rebecca Melvin

New York, Sept. 18 - Sonic Automotive Inc. priced an upsized $150 million of 20-year convertible senior notes at par to yield 5% with an initial conversion price of 32.5%, which was the rich end of revised talk, according to a syndicate source.

Revised talk for the deal that priced late Thursday was 5% to 5.5% for the coupon, with an initial conversion premium of 27.5% to 32.5%.

That was tightened from a 5.5% to 6% coupon, with a premium of 22.5% to 27.5%. Initially, deal size was talked at $125 million.

There is an over-allotment option for an additional $22.5 million of notes.

Sonic Automotive also priced 9 million shares of common stock at $10.10 per share, for a total capital raise of $240.9 million.

The registered offerings were sold via J.P. Morgan Securities Inc. and Bank of America Merrill Lynch, with Wells Fargo Securities, Moelis & Co. and Stephens Inc. acting as co-managers.

The bonds are non-callable for five years, with puts in years five, 10 and 15. There is contingent conversion at a price hurdle of 130%.

Proceeds will be used to repay all or some of Sonic's 4.25% convertible senior subordinated notes due 2015 of which there is about $160 million outstanding and which holders can put in November 2010, and its 6% convertible senior subordinated notes due 2012.

If there are proceeds remaining, Sonic will repay amounts outstanding under its credit facility.

Charlotte, N.C.-based Sonic is the third largest automotive retailer in the United States.

Issuer:Sonic Automotive Inc.
Issue:Convertible senior notes
Bookrunners:J.P. Morgan Securities Inc. and Bank of America Merrill Lynch
Amount:$150 million, upsized from $125 million
Greenshoe:$22.5 million, upsized from $18.75 million
Maturity:Oct. 1, 2029
Coupon:5%
Price:Par
Yield:5%
Conversion premium:32.5%
Conversion price:$13.38
Conversion ratio:74.7245
Call protection:Non-callable for five years
Puts:On Oct. 1, 2014, Oct. 1, 2019 and Oct. 1, 2024
Price talk:Revised to 5%-5.5%, up 27.5%-32.5%, from 5.5%-6%, up 22.5%-27.5%
Takeover protection:Yes
Pricing date:Sept. 17
Settlement date:Sept. 23
Distribution:Registered
Stock symbol:SAH
Stock reference price:$10.10

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