Exhibit 99.4
SONIC
AUTOMOTIVE, INC.
OFFER TO EXCHANGE
9.0
% Senior Subordinated Notes Due 2018, Series B,
Which Have Been Registered Under The Securities Act of 1933, As
Amended
For Any And All Outstanding
9.0% Senior Subordinated Notes Due 2018, Series A,
Which Have Not Been Registered Under The Securities Act of 1933,
As Amended
To
Registered Holders:
We are enclosing herewith the material listed below relating to
the offer (the Exchange Offer) by Sonic Automotive,
Inc. (the Company) to exchange up to $210,000,000
aggregate principal amount of its new 9.0% Senior Subordinated
Notes due 2018, Series B (the New Notes), which
have been registered under the Securities Act of 1933, as
amended (the Securities Act), for up to $210,000,000
aggregate principal amount of its new 9.0% Senior Subordinated
Notes due 2018, Series A (the Old Notes) upon
the terms and subject to the conditions set forth in the
Prospectus, dated April 7, 2010, and the related Letter of
Transmittal.
Enclosed herewith are copies of the following documents:
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1.
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Prospectus dated April 7, 2010;
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2.
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Letter of Transmittal;
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3.
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Notice of Guaranteed Delivery;
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4.
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Instruction to Registered Holder from Beneficial Owner; and
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5.
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Letter which may be sent to your clients for whose account you
hold Old Notes in your name or in the name of your nominee, to
accompany the instruction form referred to above, for obtaining
such clients instruction with regard to the Exchange Offer.
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WE URGE YOU TO CONTACT YOUR CLIENTS PROMPTLY. PLEASE
NOTE THAT THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON MAY 7, 2010, UNLESS EXTENDED.
The Exchange Offer is not conditioned upon any minimum number of
Old Notes being tendered.
Pursuant to the Letter of Transmittal, each holder of Old Notes
will represent to the Company that (i) any New Notes
acquired in exchange for Old Notes tendered in the Exchange
Offer hereby will have been acquired in the ordinary course of
business of the person receiving such New Notes, whether or not
such person is the undersigned, (ii) neither the holder of
such Old Notes nor any such other person is engaged in, or
intends to engage in, a distribution of such New Notes, or has
an arrangement or understanding with any person to participate
in the distribution of such New Notes or in the exchange offer
for the purpose of distributing the New Notes, is not a
broker-dealer tendering Old Notes acquired directly from the
Company for its own account, and (iii) neither the holder
of such Old Notes nor any such other person is an
affiliate, as defined in Rule 405 under the
Securities Act of 1933, as amended (the Securities
Act), of the Company or, if such holder or any such other
person is an affiliate, that such holder or any such
other person will comply with the registration and prospectus
delivery requirements of the Securities Act to the extent
applicable.
If the tendering holder is a broker-dealer (whether or not it is
also an affiliate of the Company or any of the
guarantors within the meaning of Rule 405 under the
Securities Act), it must also represent that such Old Notes held
by the broker-dealer are held only as a nominee or that the Old
Notes to be exchanged for the New Notes were acquired by it as a
result of market-making activities or other trading activities
and acknowledge that it will deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale
of such New Notes issued in
the Exchange Offer. By so acknowledging and by delivering a
prospectus meeting the requirements of the Securities Act, a
broker-dealer will not be deemed to admit that it is an
underwriter within the meaning of the Securities Act.
The enclosed Instruction to Registered Holder from Beneficial
Owner contains an authorization by the beneficial owner of the
Old Notes for you to make the foregoing representations.
The Company will not pay any fee or commission to any broker or
dealer or to any other persons (other than the exchange agent
for the Exchange Offer) in connection with the solicitation of
tenders of Old Notes pursuant to the Exchange Offer. Holders who
tender their Old Notes for New Notes will not be obligated to
pay any transfer taxes in connection with the exchange, except
as otherwise provided in Instruction 5 of the enclosed
Letter of Transmittal.
Any inquiries you may have with respect to the Exchange Offer
may be addressed to, and additional copies of the enclosed
materials may be obtained from, the Exchange Agent, U.S. Bank
National Association, in the manner set forth below.
By
Messenger, Mail, or Overnight Delivery:
U.S. Bank
National Association
60 Livingston Avenue
St. Paul, Minnesota 55107
Attention: Specialized Finance
Facsimile
Transmission:
(651) 495-8158
(MN)
Confirm
by Telephone:
(800) 934-6802
(MN)
Very truly yours,
SONIC AUTOMOTIVE, INC.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL
CONSTITUTE YOU THE AGENT OF THE COMPANY OR THE EXCHANGE AGENT,
OR AUTHORIZE YOU TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON
THEIR BEHALF IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN
THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED
THEREIN.
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