Announces Redemption of All Remaining 2016 Notes
BLOOMFIELD HILLS, Mich.--(BUSINESS WIRE)--Aug. 28, 2012--
Automotive Group, Inc. (NYSE: PAG), an international automotive
retailer, today announced that holders of approximately $317.7 million
aggregate principal amount (representing approximately 85%) of the 7.75%
senior subordinated notes due 2016 (the “2016 Notes”) validly tendered
their Notes prior to the early tender deadline of 5:00 p.m. on August
Those holders who validly tendered their 2016 Notes received an
aggregate of $336.2 million, consisting of the total consideration of
$1,042.50 per $1,000 principal amount of the 2016 Notes, which included
an early tender premium/consent payment of $10.00 per $1,000 principal
amount of the 2016 Notes, and accrued and unpaid interest on the 2016
Notes up to, but not including, the payment date.
In connection with the tender offer, the Company solicited consents
(“Consents”) from the 2016 Noteholders to amend the indenture governing
the 2016 Notes (the “Amendments”). Since the Company received Consents
from greater than a majority in aggregate principal amount of the
outstanding 2016 Notes, it has executed a supplemental indenture to the
indenture governing the 2016 Notes giving effect to the Amendments,
which, among other modifications, eliminates substantially all of the
restrictive covenants and certain event of default provisions contained
therein. After the purchase by the Company of all 2016 Notes validly
tendered and not validly withdrawn prior to the early tender deadline,
$57.3 million in aggregate principal amount of the 2016 Notes remain
Continuing Tender Offer
Holders who validly tender their 2016 Notes after 5:00 p.m. on August
27, 2012, but on or prior to the end of the day, 12:00 midnight, on
September 11, 2012, will receive the tender offer consideration of
$1,032.50 per $1,000 principal amount of the 2016 Notes, plus any
accrued and unpaid interest on the 2016 Notes up to, but not including,
the final payment date, but will not receive the early tender
premium/consent payment noted above. The continuing tender offer is
conditioned upon the satisfaction of certain customary conditions.
The complete terms and conditions of the continuing tender offer are set
out in the Offer to Purchase and Consent Solicitation Statement, dated
August 14, 2012, and the related Letter of Transmittal and Consent. The
holders of 2016 Notes may obtain copies of all these documents free of
charge by directing a request to Georgeson Inc., the Information Agent
for the Offer, at 199 Water Street, 26th Floor, New York, New York 10038
and by telephone 1-212-440-9800, for banks and brokers, or
1-800-561-3991 for others.
BofA Merrill Lynch is acting as Dealer Manager in connection with the
continuing tender offer. Persons with questions regarding the Offer
should contact BofA Merrill Lynch at (888) 292-0070 (toll-free) or (646)
855-3401 (collect). The Bank of New York Mellon Trust Company, N.A. is
acting as the Depositary for the Offer.
The Company also announced today that it is redeeming (the “Redemption”)
all 2016 Notes that remain outstanding after completion of the tender
offer at a redemption price of 103.875% of the principal amount of the
2016 Notes, plus accrued and unpaid interest to, but excluding,
September 27, 2012. The Redemption of the 2016 Notes will be paid in
cash, using proceeds from the Company’s $550 million 5.75% Senior
Subordinated Notes offering completed today.
The Company’s notice to holders specifying the terms, conditions and
procedures for the redemption and/or conversion is available through The
Depository Trust Company and the paying agent, The Bank of New York
Mellon Trust Company, N.A.
The address of The Bank of New York Mellon Trust Company, N.A., is Bond
Redemption Unit, 111 Sanders Creek Parkway, East Syracuse, New York
13057, Attention: Mr. Dan Donovan, Phone: (312) 827-8547, Fax:
(312) 827-8542, E-mail: firstname.lastname@example.org.
This press release is neither an offer to purchase, a solicitation of an
offer to sell the 2016 Notes or any other securities or a solicitation
of Consents, and is neither an offer to sell nor a solicitation of an
offer to purchase the Company’s new senior subordinated notes due 2022
or any other securities. The Offer is made only by and pursuant to the
terms of the Offer to Purchase and Consent Solicitation Statement and
the related Letter of Transmittal and Consent. None of the Company, its
management, its Board of Directors, the information agent, the Dealer
Manager, the Depositary, the trustee, nor any other person makes any
recommendation as to whether holders of the 2016 Notes should tender
their 2016 Notes, and no one has been authorized to make such a
recommendation. Holders of the 2016 Notes must make their own decisions
as to whether to tender their 2016 Notes, and, if they decide to do so,
the principal amount of 2016 Notes to tender.
Safe Harbor Statement
This press release contains forward-looking statements regarding the
Company’s tender offer. The forward-looking statements in this release
are based on information available at the time the statements are made
and/or management’s belief as of that time with respect to future events
and involve risks and uncertainties that could cause actual results and
outcomes to be materially different. These factors include the Company’s
ability to consummate the tender offer, which is subject to numerous
uncertainties. The consummation of the transaction may also be impacted
by the other risks and uncertainties detailed in the Company’s filings
with the Securities and Exchange Commission. While the Company may elect
to update forward-looking statements in the future, it specifically
disclaims any obligation to do so, and therefore, you should not rely on
these forward-looking statements as representing our views as of any
date subsequent to today.
About Penske Automotive
Automotive Group, Inc., headquartered in Bloomfield Hills, Michigan,
operates 340 retail automotive franchises, representing 41 different
brands and 30 collision repair centers. Penske Automotive, which sells
new and previously owned vehicles, finance and insurance products and
replacement parts, and offers maintenance and repair services on all
brands it represents, has 170 franchises in 17 states and Puerto Rico
and 170 franchises located outside the United States, primarily in the United
Kingdom. Penske Automotive is a member of the Fortune 500 and
Russell 2000 and has approximately 16,000 employees.
Source: Penske Automotive Group, Inc.
Penske Automotive Group, Inc.
David K. Jones
President and Chief Financial Officer
Automotive Group, Inc.
Anthony R. Pordon
President Investor Relations and Corporate Development