Sonic Automotive Prices Concurrent Offerings of Class A Common Stock and Convertible Senior Notes

CHARLOTTE, N.C., Sept. 17 /PRNewswire-FirstCall/ -- Sonic Automotive, Inc. (NYSE: SAH) today announced it has priced its previously announced concurrent public offerings of Class A common stock and convertible senior notes. The offerings were made pursuant to Sonic Automotive's registration statement (including a prospectus and related preliminary prospectus supplement for each of the common stock and convertible senior notes offerings). The total gross proceeds from the offerings will be approximately $240.9 million, excluding any proceeds attributable to the underwriters' possible exercise of their options to purchase additional securities to cover over allotments as described below. The closing of the offerings is expected to occur on September 23, 2009, subject to customary closing conditions.

Sonic Automotive agreed to sell 9,000,000 shares of its Class A common stock at a public offering price of $10.10 per share. In connection with this offering, Sonic Automotive granted the underwriters a 30-day option to purchase an additional 1,350,000 shares of common stock to cover over allotments.

Sonic Automotive also agreed to sell, concurrent with the sale of Class A common stock, $150,000,000 aggregate principal amount of convertible senior notes due October 1, 2029. In connection with this offering, Sonic Automotive granted the underwriters a 30-day option to purchase up to an additional $22,500,000 aggregate principal amount of the convertible senior notes to cover over allotments. The convertible senior notes will be convertible, under certain circumstances, into cash, shares of Sonic Automotive Class A common stock, or a combination of cash and shares of Sonic Automotive Class A common stock, at the option of Sonic Automotive, at an initial conversion rate of 74.7245 shares of Class A common stock per $1,000 principal amount of convertible senior notes, which is equivalent to an initial conversion price of approximately $13.38 per share of Class A common stock, subject to adjustment in certain circumstances. This initial conversion price represents a premium of 32.5% relative to the public offering price of Sonic Automotive's Class A common stock of $10.10 per share in the common stock offering.

Sonic Automotive may not redeem the convertible senior notes prior to October 1, 2014. Holders of the convertible senior notes may require Sonic Automotive to repurchase the convertible senior notes on October 1, 2014, October 1, 2019 and October 1, 2024 for cash at a purchase price equal to 100% of the principal amount thereof to be repurchased plus accrued and unpaid interest. In addition, holders of the convertible senior notes may require Sonic Automotive to repurchase all or a portion of their convertible senior notes upon a fundamental change at a cash purchase price equal to 100% of the principal amount thereof to be repurchased plus accrued and unpaid interest.

Sonic Automotive intends to use the net proceeds from these offerings to repay all or a portion of the principal amount outstanding on its 4.25% Convertible Senior Subordinated Notes due 2015 (which the holders can require Sonic Automotive to repurchase in November 2010) and its 6.00% Convertible Senior Secured Notes due 2012. If Sonic Automotive is unable to repay these notes or if it has proceeds remaining following the repayment of such notes, it will use proceeds from the offerings to repay outstanding amounts under its credit facility.

J.P. Morgan Securities Inc. and BofA Merrill Lynch acted as joint book-running managers for the offerings. Wells Fargo Securities, Moelis & Company and Stephens Inc. are acting as co-managers for the offerings.

Sonic Automotive has filed a registration statement (including a prospectus and related preliminary prospectus supplements for each of the common stock and convertible senior notes offerings) with the U.S. Securities and Exchange Commission (SEC) for the offerings to which this communication relates. Before you invest, you should read the applicable preliminary prospectus supplement and the accompanying prospectus for more complete information about Sonic Automotive and these offerings. You may get these documents for free by visiting IDEA on the SEC website at www.sec.gov. Alternatively, copies may be obtained from J.P. Morgan Securities Inc., 4 Chase Metrotech Center, CS Level, Brooklyn, NY 11245, Attention: Prospectus Library or BofA Merrill Lynch, 4 World Financial Center, New York, New York 10080.

This release is not an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

About Sonic Automotive

Sonic Automotive, Inc., a Fortune 300 company based in Charlotte, N.C., is the nation's third-largest automotive retailer, operating 153 franchises.

Included herein are forward-looking statements pertaining to completion of the proposed transactions on the terms described above. There are many factors that affect management's views about future events and trends of Sonic's business. These factors involve risks and uncertainties that could cause actual results or trends to differ materially from management's view, including without limitation, economic conditions, risks associated with acquisitions and risk factors described in Exhibit 99.1 to Sonic's Current Report on Form 8-K furnished on August 21, 2009 and in its other filings with the Securities and Exchange Commission. Sonic does not undertake any obligation to update forward-looking information.

SOURCE Sonic Automotive, Inc.

Released September 17, 2009