Penske Automotive Group, Inc. (NYSE: PAG), an international automotive retailer, today announced that it intends to offer $400.0 million aggregate principal amount of fixed rate Senior Subordinated Notes due 2022 (the “2022 Notes”) in a private offering to qualified institutional buyers in the United States pursuant to Rule 144A, and outside the United States pursuant to Regulation S, under the Securities Act of 1933 (the “Securities Act”), as amended.
The Company intends to use the net proceeds of this offering to purchase any and all of the Company's $375.0 million in principal amount of 7.75% Senior Subordinated Notes due 2016 (the “2016 Notes”) tendered in connection with the Company’s concurrent tender offer for the 2016 Notes and consent solicitation, and to pay fees and expenses in connection with the offering. The remaining proceeds from this offering will be used to repay amounts currently outstanding under the Company’s U.S. credit agreement and, if additional funds are remaining, its U.S. floor plan borrowings.
The 2022 Notes offered have not been registered under the Securities Act or the securities laws of any other jurisdictions, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the 2022 Notes or the 2016 Notes, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.
Safe Harbor Statement
This press release contains forward-looking statements regarding the Company’s proposed offering of the 2022 Notes. The forward-looking statements in this release are based on information available at the time the statements are made and/or management’s belief as of that time with respect to future events and involve risks and uncertainties that could cause actual results and outcomes to be materially different. These factors include the Company’s ability to consummate its tender offer for the 2016 Notes, as well as its proposed offering of the 2022 Notes, which is subject to numerous uncertainties, including but not limited to successful negotiation of definitive documentation for the financing arrangement and satisfaction or waiver of all conditions to closing. The consummation of the transaction may also be impacted by the other risks and uncertainties detailed in the Company’s filings with the Securities and Exchange Commission. While the Company may elect to update forward-looking statements in the future, it specifically disclaims any obligation to do so, and therefore, you should not rely on these forward-looking statements as representing our views as of any date subsequent to today.