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Sonic Automotive Announces Final Offer Consideration For Exchange Offer For All 5.0% Convertible Senior Notes Due 2029

Stocks in this article: SAH

CHARLOTTE, N.C., July 27, 2012 /PRNewswire/ -- Sonic Automotive, Inc. (NYSE: SAH) today announced that it has determined the final Offer Consideration in its exchange offer (the "Offer") to purchase for cash and shares of its Class A common Stock all of its outstanding 5.0% Convertible Senior Notes due 2029 (CUSIP No. 83545GAQ5) (the "Notes") in accordance with the pricing formula described in its Prospectus, dated July 24, 2012 (the "Prospectus").  The Offer is being made upon the terms and subject to the conditions set forth in the Prospectus and the related Letter of Transmittal. The Offer will expire at 12:00 midnight, New York City time, at the end of Friday, July 27, 2012, unless it is extended or earlier terminated by the company (as may be extended by the company, the "Expiration Date"). As of the date hereof, there is $134,905,000 aggregate principal amount of Notes outstanding.

The final Offer Consideration being offered per $1,000 principal amount of Notes is $1,503.11.  The final Offer Consideration was determined in accordance with the pricing formula described in the Prospectus and is equal to (i) $495 plus (ii) the Average VWAP (as defined in the Prospectus) multiplied by 60.5274.  For purposes of the pricing formula, the Average VWAP is $16.6554.

The final Offer Consideration will be paid by (i) a fixed cash payment of $1,000 plus (ii) 30.2070 shares of Sonic Automotive, Inc.'s Class A common stock, which is the number of shares equal to the quotient of the total value of the Offer Consideration less the fixed cash payment, divided by the Average VWAP (as defined in the Prospectus).  In addition, holders will receive, in respect of their Notes that are accepted for exchange, accrued and unpaid interest on such Notes to, but excluding, the settlement date of the Offer.  Cash will be paid in lieu of fractional shares.

The "Average VWAP" means the sum of the Daily VWAPs (as defined below) for each day of the Averaging Period (as defined below) divided by 10.  The "Averaging Period" means the period of 10 consecutive trading days beginning on the ninth trading day preceding the Pricing Date and ending on the Pricing Date (as defined herein).  The "Daily VWAP" for any trading day means the per share volume-weighted average price of Sonic Automotive, Inc.'s Class A common stock on the NYSE, as displayed under the heading "Bloomberg VWAP" on Bloomberg page SAH.N <Equity> AQR (or its equivalent successor if such page is not available), in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session of the NYSE on such trading day (or if such volume-weighted average price is unavailable, the market value of one share of Sonic Automotive, Inc.'s Class A common stock on such trading day determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained for this purpose by Sonic Automotive, Inc.). The Daily VWAP will be determined without regard to after hours trading or any other trading outside of the regular trading session trading hours.

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