Item 1.01. Entry into Material Definitive Agreement
On
Interest accrues on the Notes from
The 2028 Notes bear interest at a rate of 4.50% per year. The 2028 Notes mature
on
The 2030 Notes bear interest at a rate of 4.75% per year. The 2030 Notes mature
on
The Indentures contain covenants that, among other things, restrict the Issuer's ability and the ability of its restricted subsidiaries to incur certain additional indebtedness and issue preferred stock, make certain dividends, distributions, investments and other restricted payments, sell certain assets, agree to certain restrictions on the ability of restricted subsidiaries to make certain payments to the Issuer or any of its restricted subsidiaries, create certain liens, merge, consolidate or sell all or substantially all of the Issuer's assets, enter into certain transactions with affiliates or designate subsidiaries as unrestricted subsidiaries. These covenants are subject to a number of important exceptions and qualifications, including the suspension of certain of these covenants upon the Notes receiving investment grade credit ratings.
The Company intends to use the gross proceeds from the offering of Notes,
together with additional borrowings and cash on hand, to (i) fund, if
consummated, the previously announced acquisition of substantially all of the
assets of the business of the Park Place Dealership family of entities (the
"Acquisition") pursuant to that certain Asset Purchase Agreement, dated as of
In connection with the issuance of the Notes, the Company, the Guarantors and
the initial purchasers of the Notes entered into two registration rights
agreements, each dated
--------------------------------------------------------------------------------
statement covering resales of the applicable series of Notes and related guarantees and use their commercially reasonable efforts to cause such registration statement to be declared effective as provided for in the Registration Rights Agreements. In such instance, the Company would be obligated to keep such shelf registration statement effective for up to one year from the date of the initial effectiveness of the shelf registration statement. If the Company fails to satisfy its obligations under the Registration Rights Agreements, it will, under certain circumstances, be required to pay additional interest to the holders of the applicable series of Notes.
Copies of the 2028 Notes Indenture, the 2030 Notes Indenture, the form of the 2028 Notes, the form of 2030 Notes, the 2028 Notes Registration Rights Agreement and the 2030 Registration Rights Agreement are attached to this current report on Form 8-K as exhibits 4.1, 4.2, 4.3, 4.4, 4.5, and 4.6, respectively, and are incorporated by reference as though fully set forth herein. The foregoing description of the 20028 Notes Indenture, the 2030 Notes Indenture, the form of the 2028 Notes, the form of 2030 Notes, the 2028 Notes Registration Rights Agreement and the 2030 Registration Rights Agreement are qualified in their entirety by the complete text of each of such documents.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 4.1 Indenture relating to the 2028 Notes, dated as ofFebruary 19, 2020 , among the Company, each of the guarantors named therein andU.S. Bank National Association , as Trustee 4.2 Indenture relating to the 2030 Notes, dated as ofFebruary 19, 2020 , among the Company, each of the guarantors named therein andU.S. Bank National Association , as Trustee 4.3 Form of 4.50% Senior Note due 2028 (included as Exhibit A to the Indenture filed as Exhibit 4.1 hereto) 4.4 Form of 4.75% Senior Note due 2030 (included as Exhibit A to the Indenture filed as Exhibit 4.2 hereto) 4.5 Registration Rights Agreement relating to the 2028 Notes, datedFebruary 19, 2020 , amongAsbury Automotive Group, Inc. , the guarantors party thereto andBofA Securities, Inc. ,J.P. Morgan Securities, LLC ,Wells Fargo Securities, LLC ,Santander Investment Securities Inc. ,SunTrust Robinson Humphrey, Inc. andU.S. Bancorp Investments, Inc. 4.6 Registration Rights Agreement relating to the 2030 Notes, datedFebruary 19, 2020 , amongAsbury Automotive Group, Inc. , the guarantors party thereto andBofA Securities, Inc. ,J.P. Morgan Securities, LLC ,Wells Fargo Securities, LLC ,Santander Investment Securities Inc. ,SunTrust Robinson Humphrey, Inc. andU.S. Bancorp Investments, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
--------------------------------------------------------------------------------
© Edgar Online, source