Sonic Automotive, Inc., a Fortune 500 Company and one of the nation’s largest automotive retailers, announced a proposed private offering of $1.0 billion aggregate principal amount of its Senior Notes due 2029 and Senior Notes due 2031. The notes will be guaranteed on a senior unsecured basis by certain of the company’s subsidiaries.

The timing of pricing and terms of the notes are subject to market conditions and other factors. The company intends to use the net proceeds from the offering, together with additional borrowings, to: (i) fund, if consummated, the acquisition of RFJ Auto Partners, Inc.; (ii) redeem all of the company’s outstanding 6.125% Senior Subordinated Notes due 2027 pursuant to the terms of the indenture governing the 6.125% Notes; and (iii) pay related fees and expenses, with any remaining amount to be used for general corporate purposes, which may include the acquisition and development of dealerships and related real property.

The notes and related guarantees have not been registered under the Securities Act of 1933, as amended or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. The notes and related guarantees will be sold only to qualified institutional buyers pursuant to Rule 144A under the Securities Act, and in offshore transactions pursuant to Regulation S under the Securities Act.