Issuer Free Writing Prospectus
Filed by: AutoNation, Inc.
Pursuant to Rule 433 under the Securities Act of 1933
Registration Statement on Form S-3: No. 333-262830
AUTONATION, INC.
$700,000,000 3.850% SENIOR NOTES DUE 2032
PRICING TERM SHEET
February 23, 2022
This term sheet to the preliminary prospectus supplement dated February 23, 2022 should be read together with the preliminary prospectus supplement before making a decision in connection with an investment in the securities. The information in this term sheet supersedes the information contained in the preliminary prospectus supplement to the extent that it is inconsistent therewith. Terms used but not defined herein have the meaning ascribed to them in the preliminary prospectus supplement.
| Issuer: | AutoNation, Inc. | |
Ratings (Moody’s/S&P/Fitch)*: | Baa3/BBB—/BBB— | |
| Security Type: | Senior Unsecured Notes | |
| Format: | SEC Registered | |
| Title of Securities: | 3.850% Senior Notes due 2032 (the “Notes”) | |
| Aggregate Principal Amount: | $700,000,000 | |
Net Proceeds (after deducting the underwriting discount and before expenses): | $694,295,000 | |
| Maturity Date: | March 1, 2032 | |
| Interest Rate: | 3.850% | |
| Public Offering Price: | 99.835% of the principal amount, plus accrued interest, if any, from February 28, 2022 | |
| Yield to Maturity: | 3.870% | |
| Benchmark Treasury: | 1.875% due February 15, 2032 | |
| Spread to Benchmark Treasury: | +190 bps | |
Benchmark Treasury Price / Yield:
| 99-04+ / 1.970%
| |
Interest Payment Dates:
| March 1 and September 1 of each year, commencing on September 1, 2022
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Interest Payment Record Dates:
| February 15 and August 15 of each year
| |
Optional Redemption:
| Make-whole call at any time prior to December 1, 2031, at a discount rate of the applicable Treasury Rate plus 30 basis points; callable at 100% at any time on or after December 1, 2031 (three months prior to maturity); plus, in each case, accrued and unpaid interest to, but not including, the redemption date
| |
Change of Control Repurchase Event:
| If a Change of Control Repurchase Event occurs, subject to certain exceptions, each holder will have the right to require that the Company purchase all or a portion of such holder’s Notes at a purchase price equal to 101% of the principal amount of such Notes plus accrued and unpaid interest to, but excluding, the date of repurchase
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Trade Date:
| February 23, 2022
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Settlement Date:
| February 28, 2022 (T+3)
It is expected that delivery of the Notes will be made against payment therefor on or about February 28, 2022, which is the third business day following the date hereof (such settlement cycle being referred to as “T+3”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), trades in the secondary market generally are required to settle in two business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on the date of pricing day will be required, by virtue of the fact that the Notes initially will settle in T+3, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement. Purchasers of the Notes who wish to trade the Notes on the date of pricing should consult their own advisors.
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CUSIP:
| 05329R AA1
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ISIN:
| US05329RAA14
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| Joint Book—Running Managers: | BofA Securities, Inc. | |
J.P. Morgan Securities LLC Truist Securities, Inc. Wells Fargo Securities, LLC Mizuho Securities USA LLC U.S. Bancorp Investments, Inc. | ||
| Senior Co-Managers: | PNC Capital Markets LLC Citizens Capital Markets, Inc. | |
| Co-Managers: | Loop Capital Markets LLC TD Securities (USA) LLC Bancroft Capital, LLC R. Seelaus & Co., LLC C.L. King & Associates, Inc. Academy Securities, Inc. | |
| * | A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. Each securities rating should be evaluated independent of each other securities rating. |
Where similar language or information to that set forth above appears in other sections of the preliminary prospectus supplement dated February 23, 2022, that language or information is deemed modified accordingly as set forth above.
The issuer has filed a registration statement (including a prospectus and a prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus and prospectus supplement in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and the prospectus supplement if you request them by calling BofA Securities, Inc. at 1-800-294-1322 (email dg.prospectus_requests@bofa.com) or J.P. Morgan Securities LLC collect at 1-212-834-4533 or Truist Securities, Inc. at 1-800-685-4786 (email TSIdocs@Truist.com) or Wells Fargo Securities, LLC toll-free at 1-800-645-3751 (email wfscustomerservice@wellsfargo.com).
