BLOOMFIELD HILLS, Mich.--(BUSINESS WIRE)--Jan. 26, 2006--United
Auto Group, Inc. (NYSE: UAG) today announced the pricing of $325
million aggregate principal amount of 3.5% convertible senior
subordinated notes due 2026 (the "Convertible Notes") in a private
offering to qualified institutional buyers under Rule 144A of the
Securities Act of 1933. This represents an increase of $75 million
over the amount previously announced. The Convertible Notes will be
convertible into shares of UnitedAuto common stock, all or a portion
of which will be settled in cash, based on a conversion price of
approximately $47.39 per share. UnitedAuto has granted a 13-day
over-allotment option to the initial purchasers for an additional $50
million of Convertible Notes. The Convertible Notes will be redeemable
by the Company on or after April 6, 2011. Holders of the Convertible
Notes will be able to require UnitedAuto to repurchase their
Convertible Notes on April 1, 2011, or each subsequent five-year
anniversary until April 1, 2026, or upon the occurrence of certain
events. The Convertible Notes are expected to be issued on Tuesday,
January 31, 2006, subject to customary closing conditions.
The Company will use the net proceeds from the issuance of the
Convertible Notes to repay existing long-term debt under its U.S.
revolving senior credit facility, which may be reborrowed, and for the
purchase of 500,000 shares of its common stock simultaneously with the
This press release is neither an offer to sell nor a solicitation
of an offer to buy the Convertible Notes, nor shall there be any sale
of these notes in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such state or
The securities offered and the common stock issuable upon
conversion of the Convertible Notes have not been registered under the
Securities 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 from registration requirements. The offering
is being made to qualified institutional buyers pursuant to Rule 144A
under the Securities Act.
Statements in this press release involve forward-looking
statements, including forward-looking statements pertaining to
completion of the proposed transaction on the terms described above.
Actual results may vary materially because of risks and uncertainties,
including external factors such as economic conditions and other
factors over which management has no control. These forward-looking
statements should be evaluated together with additional information
about UnitedAuto's business, markets, conditions and other
uncertainties which could affect UnitedAuto's future performance,
which are contained in UnitedAuto's Form 10-K for the year ended
December 31, 2004, and its other filings with the Securities and
Exchange Commission. This press release speaks only as of its date,
and UnitedAuto disclaims any duty to update the information herein.
CONTACT: United Auto Group, Inc.
Jim Davidson, 201-325-3303
Tony Pordon, 248-648-2540
SOURCE: United Auto Group, Inc.