AutoNation (AN) 8-KOther Events

On March 26, 2020, AutoNation, Inc. (the “Company”) amended and restated its existing unsecured credit agreement (as amended and restated, the “Amended and Restated Credit Agreement”) with JPMorgan Chase Bank, N.A., as Administrative Agent, and certain other lenders named therein. The Amended and Restated Credit Agreement, among other things, (i) provides for lower commitment fees and loan margins as set forth in the Amended and Restated Credit Agreement, (ii) extends the maturity date to March 26, 2025, and (iii) provides for customary LIBOR replacement provisions. The total revolving credit commitment under the Amended and Restated Credit Agreement remains $1,800,000,000. The Amended and Restated Credit Agreement continues to contain a maximum leverage ratio of 3.75x and a maximum capitalization ratio of 70%, as well as an accordion feature that allows the Company, subject to credit availability and certain other conditions, to increase the amount of the revolving credit facility, together with any added term loans, by up to $500,000,000 in the aggregate.

The Amended and Restated Credit Agreement is attached to this report as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the Amended and Restated Credit Agreement is qualified in its entirety by reference to such agreement.

Effective as of March 26, 2020, the Company’s subsidiaries were released from their obligations as guarantors under the Company’s outstanding senior unsecured notes, pursuant to the terms of the indentures applicable to those notes. In addition, also on March 26, 2020, the Company modified its commercial paper program (the “Program”) by terminating the guarantee executed by certain subsidiaries of the Company and amending the related dealer agreements to reflect the termination of such guarantee. Accordingly, the Company’s obligations under its senior unsecured notes and the Program are currently solely the obligations of the Company. 

The form of amended and restated dealer agreement used in the Program is attached to this report as Exhibit 10.2 and is incorporated herein by reference. The description above is a summary of the modifications to the Program and is qualified in its entirety by the terms of the Program as set forth in the form of amended and restated dealer agreement.

The exhibits included with this Form 8-K contain various representations, warranties, and covenants of the Company and the other parties thereto. They are not intended to provide any factual information about any of the parties thereto. The assertions embodied in those representations, warranties, and covenants were made for purposes of such agreements, solely for the benefit of the parties thereto. In addition, certain representations and warranties were made as of a specific date, may be subject to a contractual standard of materiality different from what a security holder might view as material, or may have been made for purposes of allocating contractual risk among the parties rather than establishing matters as facts. Investors should not view the representations, warranties, and covenants in the agreements (or any description thereof) as disclosures with respect to the actual state of facts concerning the business, operations, or condition of any of the parties to the agreements and should not rely on them as such. In addition, information in any such representations, warranties, or covenants may change after the dates covered by such provisions, which subsequent information may or may not be fully reflected in the public disclosures of the parties. In any event, investors should read the agreements together with the other information concerning the Company contained in reports and statements that it files with the U.S. Securities and Exchange Commission.