Sonic Automotive Announces Offering of $150 Million of Convertible Senior Subordinated Notes
CHARLOTTE, N.C., Nov. 17, 2005 -- Sonic Automotive, Inc. today announced that, subject to market and other conditions, it plans to offer $150 million aggregate principal amount of convertible senior subordinated notes due 2015 (the "Notes") in a registered public offering. Sonic expects to grant the underwriters a 13-day option to purchase up to an additional $10 million aggregate principal amount of Notes solely to cover over allotments. The Notes will bear interest at a fixed rate and will be convertible into cash and shares, if any, of Sonic's Class A common stock. The Notes may be redeemed by Sonic on or after November 30, 2010. Holders of Notes may require Sonic to repurchase their Notes on November 30, 2010 and upon the occurrence of certain circumstances.
Sonic intends to use the net proceeds from the offering to repay a portion of the amounts outstanding under its revolving credit facility, which may be reborrowed, and utilized for general corporate purposes, including acquisitions. Additionally, Sonic intends to use a portion of the net proceeds to pay the net cost of a convertible note hedge and warrant transaction with affiliates of certain of the underwriters in connection with the offering, which is expected to reduce the potential dilution to Sonic's common stock from the conversion of the Notes and to have the effect to Sonic of increasing the conversion price of the Notes. Sonic has been advised by the counterparties to the convertible note hedge and warrant transaction that the counterparties expect to enter into various derivative transactions at or shortly after the pricing of the offering of the Notes and may unwind such derivative transactions, enter into other derivative transactions and may purchase and sell shares of Class A common stock in secondary market transactions following the pricing of the Notes (including during any cash settlement averaging period relating to the Notes).
Sonic will file today with the Securities and Exchange Commission a preliminary prospectus supplement to its effective shelf registration statement. The proposed offering will be made only by means of that preliminary prospectus supplement and the related prospectus. This release is not an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
The joint bookrunners for this offering will be Banc of America Securities LLC, J.P. Morgan Securities Inc. and Merrill Lynch & Co. When available, copies of the preliminary prospectus supplement relating to the Notes may be obtained by contacting Banc of America Securities LLC, Capital Markets Operations (Prospectus Fulfillment), 100 West 33rd Street, New York, NY 10001; J.P. Morgan Securities Inc., Prospectus Department, 277 Park Avenue, New York, NY 10172; or Merrill Lynch & Co., 4 World Financial Center, New York, New York 10080.
Included herein are forward-looking statements pertaining to completion of the proposed transactions on the terms described above. There are many factors that affect management's views about future events and trends of Sonic's business. These factors involve risks and uncertainties that could cause actual results or trends to differ materially from management's view, including without limitation, economic conditions, risks associated with acquisitions and risk factors described in Exhibit 99.2 to Sonic's Current Report on Form 8-K dated November 3, 2005. Sonic does not undertake any obligation to update forward-looking information.
About Sonic Automotive
Sonic Automotive, Inc., a Fortune 300 company based in Charlotte, N.C., is one of the largest automotive retailers in the United States operating 174 franchises and 38 collision repair centers. Sonic can be reached on the Web at http://www.sonicautomotive.com/.