The Offer will expire at the end of the day, 12:00 midnight, New York City time, on September 11, 2012, unless extended (the “Expiration Date”). Any 2016 Notes purchased pursuant to the Offer will be cancelled, and those 2016 Notes will cease to be outstanding.
Upon receipt of Consents from holders of a majority in aggregate principal amount of the outstanding 2016 Notes, the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), will execute a supplemental indenture giving effect to the Proposed Amendments, which amendments will become operative when validly tendered 2016 Notes are accepted for purchase by the Company pursuant to the Offer. Except in certain circumstances, 2016 Notes tendered and Consents delivered pursuant to the Offer may not be withdrawn or revoked after execution of the supplemental indenture. The Proposed Amendments would, among other modifications, eliminate substantially all of the restrictive covenants and certain event of default provisions contained in the indenture governing the 2016 Notes.
The complete terms and conditions of the Offer are set out in the Offer to Purchase and Consent Solicitation Statement and the related Letter of Transmittal and Consent. The holders of 2016 Notes may obtain copies of all the Offer documents, including the Offer to Purchase and Consent Solicitation Statement and the Letter of Transmittal and Consent, free of charge by directing a request to Georgeson Inc., the Information Agent for the Offer, at 199 Water Street, 26th Floor, New York, New York 10038 and by telephone 1-212-440-9800, for banks and brokers, or 1-800-561-3991 for others.
Penske Automotive has retained BofA Merrill Lynch to act as Dealer Manager in connection with the Offer. Persons with questions regarding the Offer should contact BofA Merrill Lynch at (888) 292-0070 (toll-free) or (646) 855-3401 (collect). The Bank of New York Mellon Trust Company, N.A. has been appointed to act as the Depositary for the Offer.
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