BLOOMFIELD HILLS, Mich.--(BUSINESS WIRE)--
Penske Automotive Group, Inc. (NYSE: PAG), an international automotive
retailer, today announced that it has commenced a cash tender offer for
any and all of its outstanding $375.0 million aggregate principal amount
of 7.75% Senior Subordinated Notes due 2016 (the “2016 Notes”). In
connection with the tender offer, the Company is soliciting consents
(“Consents”) from holders of the 2016 Notes to amendments to the
indenture governing the 2016 Notes (the “Proposed Amendments”). The
tender offer and consent solicitation (collectively, the “Offer”) are
being made pursuant to an Offer to Purchase and Consent Solicitation
Statement, dated August 14, 2012, and a related Letter of Transmittal
and Consent.
Holders who validly tender their 2016 Notes and deliver their Consents
to the Proposed Amendments prior to the early tender deadline of 5:00
p.m., New York City time, on August 27, 2012, unless extended (the
“Early Tender Deadline”), will receive the total consideration of
$1,042.50 per $1,000 principal amount of the 2016 Notes, which includes
an early tender premium/consent payment of $10.00 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 payment date. Holders may not
tender their 2016 Notes in the Offer without delivering their Consents
to the Proposed Amendments, and holders may not deliver their consents
to the Proposed Amendments without tendering their 2016 Notes pursuant
to the Offer. Payment for 2016 Notes validly tendered and not validly
withdrawn on or prior to the Early Tender Deadline and accepted for
purchase will be made at or promptly following the Early Tender
Deadline. Holders who validly tender their 2016 Notes after the Early
Tender Deadline, but on or prior to the Expiration Date (as defined
below), 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 date the 2016
Notes are purchased pursuant to the Offer, but will not receive the
early tender premium/consent payment. Payment for 2016 Notes validly
tendered after the Early Tender Deadline and on or prior to the
Expiration Date, and accepted for purchase, will be made at or promptly
following the Expiration Date. The Offer is not conditioned on any
minimum amount of 2016 Notes tendered, but is conditioned upon the
satisfaction of certain customary conditions, including the completion
of the Company’s proposed offering of senior subordinated notes, as more
fully described in the Offer to Purchase and Consent Solicitation
Statement.
The Offer will expire at the end of the day, 12:00 midnight, New York
City time, on September 11, 2012, unless extended (the “Expiration
Date”). Any 2016 Notes purchased pursuant to the Offer will be
cancelled, and those 2016 Notes will cease to be outstanding.
Upon receipt of Consents from holders of a majority in aggregate
principal amount of the outstanding 2016 Notes, the Company and The Bank
of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), will
execute a supplemental indenture giving effect to the Proposed
Amendments, which amendments will become operative when validly tendered
2016 Notes are accepted for purchase by the Company pursuant to the
Offer. Except in certain circumstances, 2016 Notes tendered and Consents
delivered pursuant to the Offer may not be withdrawn or revoked after
execution of the supplemental indenture. The Proposed Amendments would,
among other modifications, eliminate substantially all of the
restrictive covenants and certain event of default provisions contained
in the indenture governing the 2016 Notes.
The complete terms and conditions of the Offer are set out in the Offer
to Purchase and Consent Solicitation Statement and the related Letter of
Transmittal and Consent. The holders of 2016 Notes may obtain copies of
all the Offer documents, including the Offer to Purchase and Consent
Solicitation Statement and the Letter of Transmittal and Consent, 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.
Penske Automotive has retained BofA Merrill Lynch to act as Dealer
Manager in connection with the 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. has been appointed to act as the Depositary for the
Offer.
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 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 or
deliver their Consents, 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 deliver their Consents,
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 proposed refinancing. 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 Offer, as well as its
proposed offering of new senior subordinated notes, which is subject to
numerous uncertainties, including but not limited to successful
negotiation of definitive documentation for the financing arrangement
and satisfaction or waiver of all conditions to closing. The
consummation of the transactions 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
Penske
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.
Inquiries should contact:
David K. Jones
Executive Vice
President and Chief Financial Officer
Penske Automotive Group, Inc.
248-648-2800
dave.jones@penskeautomotive.com
or
Anthony
R. Pordon
Executive Vice President Investor Relations and Corporate
Development
Penske Automotive Group, Inc.
248-648-2540
tpordon@penskeautomotive.com
Source: Penske Automotive Group, Inc.