FORT LAUDERDALE, Fla., April 12 /PRNewswire-FirstCall/ -- AutoNation,
Inc. (NYSE: AN), America's largest automotive retailer, announced today the
preliminary results of its cash tender offer to purchase up to 50 million
shares of the Company's common stock at a price of $23 per share, which
expired at 10:00 a.m., New York City time, on April 12, 2006. In addition,
the Company announced the results of its concurrent debt tender offer and
consent solicitation in respect of its outstanding 9% senior notes due 2008
that also expired at 10:00 a.m., New York City time, on April 12, 2006.
Based on the preliminary count by Computershare Trust Company of New
York, the depositary for the stock tender offer, approximately 188.3
million shares of common stock were properly tendered and not withdrawn in
the stock tender offer, including approximately 16.9 million shares that
were tendered by notice of guaranteed delivery. Accordingly, the Company
has accepted for purchase 50 million shares at a purchase price of $23 per
share, for a total purchase price of $1.150 billion. In addition, the
Company has accepted for purchase all of the approximately $309.4 million,
or 95.6%, of the Company's outstanding 9% senior notes that were tendered
in the debt tender offer.
Concurrently with the expiration of the stock and debt tender offers,
the Company consummated the related debt financing transactions that will
be used to provide a portion of the funding required in connection with the
tender offers. The financing transactions include the sale of $300.0
million aggregate principal amount of unsecured 7% senior notes due 2014,
the sale of $300.0 million aggregate principal amount of unsecured floating
rate senior notes due 2013, the amendment of the Company's existing
revolving credit agreement and a new $600.0 million term loan maturing
2010. Cash on hand and revolving credit facility borrowings under the
amended credit agreement in the aggregate amount of approximately $310
million will be used to provide the remaining funding required to complete
the stock and debt tender offers and pay related expenses.
Since the stock tender offer was oversubscribed, purchase of the
tendered shares will be subject to proration as described in the offer to
purchase dated March 10, 2006 relating to the stock tender offer. The
number of shares tendered and not withdrawn are preliminary and are subject
to verification by Computershare Trust Company of New York, the proper
delivery of all shares tendered and not properly withdrawn (including
shares tendered pursuant to guaranteed delivery procedures) and the impact
of odd-lot and conditional tenders. The actual number of shares validly
tendered and not withdrawn and the proration factor will be announced
promptly following completion of the verification process. Promptly after
such announcement, the depositary for the stock tender offer will issue
payment for the shares validly tendered and accepted under the stock tender
offer and will return all other shares tendered. Payment by the Company to
the depositary in respect of shares purchased pursuant to the stock tender
offer will occur following the completion of the proration process, which
is expected to occur within five business days. Payment by the Company to
the depositary in respect of notes purchased in the debt tender offer is
expected to occur later today.
As of April 10, 2006, the Company had approximately 264.5 million
shares of common stock outstanding. As a result of the completion of the
stock tender offer, the Company expects to have approximately 214.5 million
shares of common stock outstanding.
Any questions with regard to the stock tender offer may be directed to
Innisfree M&A Incorporated, the information agent for the offer, at (877)
825-8631. The dealer managers for the stock tender offer were J.P. Morgan
Securities Inc. and Banc of America Securities LLC, and the dealer managers
for the debt tender offer and consent solicitation were J.P. Morgan
Securities Inc. and Wachovia Capital Markets, LLC.
About AutoNation, Inc.
AutoNation, Inc., headquartered in Fort Lauderdale, Fla., is America's
largest automotive retailer and a component of the Standard and Poor's 500
Index. AutoNation has approximately 27,000 full-time employees and owns and
operates 345 new vehicle franchises in 17 states.
This press release is for informational purposes only and does not
constitute an offer to buy or the solicitation of an offer to sell shares
of AutoNation, Inc. common stock. The stock tender offer was made only
pursuant to the offer to purchase, letter of transmittal and related
materials that AutoNation distributed to its stockholders and filed with
the Securities and Exchange Commission on March 10, 2006. Stockholders and
investors may obtain a free copy of the tender offer statement on Schedule
TO, the offer to purchase, letter of transmittal and other documents that
the Company has filed with the Securities and Exchange Commission at the
Commission's website at http://www.sec.gov or by calling Innisfree M&A
Incorporated, the information agent for the common stock tender offer,
toll-free at (877) 825-8631.
In addition, this press release does not constitute an offer to buy or
the solicitation of an offer to sell AutoNation's 9% senior notes due 2008.
The debt tender offer and the consent solicitation were made only pursuant
to the offer to purchase and consent solicitation statement, letter of
transmittal and consent and related materials that AutoNation previously
distributed to noteholders.
The unsecured senior notes, which are comprised of a series of floating
rate notes and a series of fixed rate notes, were offered solely by means
of a confidential offering memorandum in a private placement to qualified
institutional buyers pursuant to Rule 144A under the Securities Act of
1933, as amended (the "Securities Act"), and to persons outside the United
States under Regulation S of the Securities Act. The unsecured senior notes
have not been registered under the Securities Act or securities laws of any
state and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements
under the Securities Act or the laws of any state. This press release shall
not constitute an offer to sell or a solicitation of an offer to buy such
unsecured senior notes.
Certain statements and information included in this press release
constitute "forward-looking statements" within the meaning of the Federal
Private Securities Litigation Reform Act of 1995. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of
AutoNation to be materially different from any future results, performance
or achievements expressed or implied in such forward-looking statements.
Additional discussion of factors that could cause actual results to differ
materially from management's projections, estimates and expectations is
contained in AutoNation's SEC filings. AutoNation undertakes no duty to
update its forward-looking statements. Notwithstanding any statement in
this press release to the contrary, the safe harbor protections of the
Private Securities Litigation Reform Act of 1995 do not apply to statements
made in connection with a tender offer.
SOURCE AutoNation, Inc.
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CONTACT:
Marc Cannon of AutoNation, Inc.,
+1-954-769-3146, or cannonm@autonation.com
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