Last Updated: 4:30 PM, New
York City time, on July 27, 2012
Final
VWAP and Final Purchase Price for Sonic Automotive Inc.’s Exchange Offer for
its 5.00% Convertible Senior Notes due 2029
On June 25, 2012, Sonic
Automotive Inc. (the “Company”) commenced an Exchange Offer (the “Offer”) to exchange
any and all of its outstanding 5.00% convertible senior notes due 2029 (the
“Notes”), upon the terms and subject to the conditions set forth in the
Company’s Offer to Purchase, dated June 25, 2012 (the “Offer to Purchase”), and
the related Letter of Transmittal (the “Letter of Transmittal”). The Offer will
expire at 12:00 midnight, New York City time, at the end of Friday, July 27,
2012, unless the Offer is extended or earlier terminated by the Company (as may
be extended by the Company, the “Expiration Date”).
The purchase price per
$1,000 principal amount of Convertible Notes offered by the Company pursuant to
the Offer will be determined in accordance with the pricing formula described
in the Offer to Purchase, provided that in no event will the purchase price per
$1,000 principal amount of Convertible Notes be less than $1,000.00 or greater
than $1,631.
The table below provides the
final average VWAP (as defined below) and the resulting final purchase price
per $1,000 principal amount of the Convertible Notes offered by the Company
pursuant to the Offer, calculated using the pricing formula described in the
Offer to Purchase. The actual purchase price
will be subject to the minimum and maximum purchase prices described
above.
Daily VWAP for 7/27/12 4:30 PM |
$ |
17.2957 |
Closing trading price 7/27/12 |
$ |
17.35 |
Final Average VWAP.................................................................... |
$ |
16.6554 |
Variable Component of Purchase Price:................................... |
$ |
1,008.11 |
Fixed Component of Purchase Price:........................................ |
$ |
495.00 |
Final Purchase Price:................................................................... |
$ |
1,503.11 |
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 July 16, 2012 and
ending on July 27, 2012.
The “Daily VWAP” for any
trading day means the per share volume-weighted average price of the Company’s
common stock on the New York Stock Exchange, as displayed under the heading
“Bloomberg VWAP” on Bloomberg page SAH.N <Equity> AQR in respect of the
period from the scheduled open of trading until the scheduled close of trading
of the primary trading session of the New York Stock Exchange on such trading
day. The Daily VWAP was determined without regard to after
hours trading or any other trading outside of the regular trading
session trading hours.
For the purposes of
determining the purchase price, a “trading day” means a day during which
trading in Sonic Automotive common stock generally occurred and a last reported
sale price for Sonic Automotive common stock was provided on the New York Stock
Exchange.
Further information regarding the exchange offer can be found
using the links below:
·
Notice of Voluntary Offering Instructions
J.P. Morgan Securities LLC,
Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Wells Fargo Securities, LLC are serving as joint lead dealer
managers in connection with the Offer. Global Bondholder Services Corporation
is acting as the exchange agent and information agent for the Offer. Questions
regarding the Offer should be directed to J.P. Morgan Securities LLC, at (800)
261-5767 (toll-free), Merrill Lynch, Pierce, Fenner
& Smith Incorporated (888) 803-9655
(toll-free)
or Wells Fargo Securities, LLC (800) 326 -5897 (toll-free). Requests for copies
of the Offer to Purchase and the Letter of Transmittal may be directed to
Global Bondholder Services Corporation by telephone at (866) 857-2200 (toll free) or (212) 430-3774 (collect) or in writing at Global
Bondholder Services Corporation, Attention: Corporate Actions, 65 Broadway,
Suite 404, New York, New York 10006.
None of the Company, its
management or board of directors, the dealer managers, the depositary or the
information agent makes any recommendation to any holder of Notes as to whether
to exchange any Notes. None of the Company, its management or board of
directors, the dealer managers, the depositary or the information agent has
authorized any person to give any information or to make any representation in
connection with the Offer other than the information and representations
contained in the Offer to Purchase or in the Letter of Transmittal. If anyone
makes any recommendation or representation or gives any such information, you
should not rely upon that recommendation, representation or information as
having been authorized by the Company, the dealer managers, the depositary or
the information agent.
This webpage shall not
constitute an offer to purchase, a solicitation of an offer to purchase, or a
solicitation of an offer to sell securities. The Offer may be made only
pursuant to the terms and conditions of the Offer to Purchase, the Letter of
Transmittal and the other related Offer materials. The Company will provide
copies of the Offer materials upon request free of charge to holders of the
Notes.