Asbury Automotive Group Announces Closing of $100.0 Million Private Placement of Senior Subordinated Notes due 2020

Asbury Automotive Group Announces Closing of $100.0 Million Private Placement
                    of Senior Subordinated Notes due 2020

PR Newswire

DULUTH, Ga., June 20, 2013

DULUTH, Ga., June 20, 2013 /PRNewswire/ --Asbury Automotive Group, Inc.
(NYSE:ABG) (the "Company") announced today that it has closed its previously
announced private placement of $100.0 million of additional 8.375% senior
subordinated notes due 2020 (the "Additional Notes"). The Additional Notes
were issued at a price of 109.75%, plus accrued and unpaid interest from and
including May 15, 2013, resulting in an effective interest rate (yield to
worst) on June 20, 2013 to the Company of 5.628%. The Additional Notes are an
additional issuance of, and rank equally and form a single series with, the
$200.0 million in aggregate principal amount of the Company's 8.375% senior
subordinated notes due 2020 which were issued on November 16, 2010 (the
"Existing Notes"). The Additional Notes have the same terms as the Existing
Notes, including being guaranteed by all of the Company's existing
subsidiaries and future domestic restricted subsidiaries, with certain
exceptions.

The Company intends to use the net proceeds from the offering of Additional
Notes for general corporate purposes. The Company may use the proceeds from
the offering, together with cash on hand or available borrowings under various
credit or mortgage facilities, to redeem its outstanding 7.625% Senior
Subordinated Notes due 2017.

The Additional Notes and the related guarantees have not been, and will not
be, registered under the Act or the securities laws of any other jurisdiction
and may not be offered or sold in the United States absent registration or an
applicable exemption from registration requirements. The Additional Notes and
the related guarantees were offered only to qualified institutional buyers
under Rule 144A and to persons outside the United States under Regulation S.

This press release does not constitute an offer to sell or a solicitation of
an offer to buy the Additional Notes or any other securities, and shall not
constitute an offer, solicitation or sale of any Additional Notes or other
securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful. This notice is being issued pursuant to and in accordance with
Rule 135c under the Act.

About Asbury Automotive Group, Inc.

Asbury Automotive Group, Inc. ("Asbury"), headquartered in Duluth, Georgia, a
suburb of Atlanta, is one of the largest automobile retailers in the U.S.
Built through a combination of organic growth and a series of strategic
acquisitions, Asbury currently operates 76 retail auto stores, encompassing 97
franchises for the sale and servicing of 29 different brands of American,
European and Asian automobiles. Asbury offers customers an extensive range of
automotive products and services, including new and used vehicle sales and
related financing and insurance, vehicle maintenance and repair services,
replacement parts and service contracts.

Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of
federal securities laws. Forward-looking statements are statements other than
historical fact, and include statements relating to the offering of Additional
Notes, including the use of proceeds thereof. These statements are based on
management's current expectations and beliefs and involve significant risks
and uncertainties that may cause results to differ materially from those set
forth in the statements. These risks and uncertainties include, among other
things, the Company's ability to complete the offering of Additional Notes,
market factors, the Company's relationships with, and the financial and
operational stability of, vehicle manufacturers and other suppliers, acts of
God or other incidents which may adversely impact supply from vehicle
manufacturers and/or present retail sales challenges, risks associated with
the Company's indebtedness (including available borrowing capacity, compliance
with its financial covenants and the Company's ability to refinance or repay
such indebtedness, particularly upcoming maturities, on favorable terms), the
Company's relationships with, and the financial stability of, its lenders and
lessors, risks related to competition in the automotive retail and service
industries, general economic conditions both nationally and locally,
governmental regulations, legislation, adverse results in litigation and other
proceedings, and the Company's ability to execute its IT initiatives and other
operational strategies, the Company's ability to leverage gains from its
dealership portfolio, the Company's ability to capitalize on opportunities to
repurchase its debt and equity securities or purchase properties that it
currently leases, and the Company's ability to stay within its targeted range
for capital expenditures. There can be no guarantees that the Company's plans
for future operations will be successfully implemented or that they will prove
to be commercially successful.

These and other risk factors that could cause actual results to differ
materially from those expressed or implied in our forward-looking statements
are and will be discussed in the Company's filings with the Securities and
Exchange Commission from time to time, including its most recent annual report
on Form 10-K and any subsequently filed quarterly reports on Form 10-Q. We
undertake no obligation to publicly update any forward-looking statement,
whether as a result of new information, future events or otherwise.



SOURCE Asbury Automotive Group, Inc.

Contact: Investors, Ryan Marsh, Treasurer, (770) 418-8211, ir@asburyauto.com,
or Reporters, Melissa Corey, Public Relations & Communications Manager, (770)
418-8231, mcorey@asburyauto.com
 
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