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of common stock were properly tendered and not withdrawn in the stock tender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tendered and not withdrawn are preliminary and are subject to verification by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.
-0- 04/12/2006
/CONTACT: Marc Cannon of AutoNation, Inc., +1-954-769-3146, or
cannonm@autonation.com/
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/Web site: http://corp.autonation.com /
(AN)
CO: AutoNation, Inc.
ST: Florida
IN: AUT FIN
SU: OFR FNC
AC-MD
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8642 04/12/2006 11:40 EDT http://www.prnewswire.com