Sonic Automotive Enters Material Agreement

TL;DR

Sonic Automotive just signed a big deal, creating new financial obligations.

AI Summary

On December 27, 2024, Sonic Automotive, Inc. entered into a material definitive agreement. This filing also indicates the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement for the registrant. The report includes financial statements and exhibits related to these events.

Why It Matters

This filing signals a significant new commitment or financial arrangement for Sonic Automotive, which could impact its future financial obligations and operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements and creating new financial obligations can introduce financial risks and operational changes that warrant careful consideration.

Key Players & Entities

• SONIC AUTOMOTIVE, INC. (company) — Registrant
• December 27, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 4401 Colwick Road Charlotte, North Carolina 28211 (address) — Principal executive offices
• (704) 566-2400 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.01 — stered Class A Common Stock, par value $0.01 per share SAH New York Stock Exchange
• $149,137,000 — lenders under the Sidecar Facility are $149,137,000, available upon satisfaction of the fun

Filing Documents

• sah-20241227.htm (8-K) — 35KB
• exhibit101-creditagreement.htm (EX-10.1) — 1174KB
• exhibit102-subsidiaryguara.htm (EX-10.2) — 106KB
• exhibit103-formofpromissor.htm (EX-10.3) — 8KB
• 0001628280-25-000245.txt ( ) — 1666KB
• sah-20241227.xsd (EX-101.SCH) — 2KB
• sah-20241227_lab.xml (EX-101.LAB) — 22KB
• sah-20241227_pre.xml (EX-101.PRE) — 12KB
• sah-20241227_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement On December 27, 2024, Sonic Automotive, Inc. ("the Company") and certain of its subsidiaries entered into a Credit Agreement (the "Sidecar Facility Credit Agreement") with PNC Bank, National Association ("PNC"), as administrative agent, and the other financial institutions party thereto. The Sidecar Facility Credit Agreement establishes a syndicated mortgage loan facility (the "Sidecar Facility") that matures on November 17, 2027. The Credit Agreement contains similar terms and conditions to that certain Credit Agreement, dated as of November 22, 2019, among the Company, the subsidiaries of the Company from time to time party thereto, the financial institutions party thereto, as lenders, and PNC, as administrative agent, (as amended, amended and restated or otherwise modified from time to time, the "PNC Mortgage Facility"). The Sidecar Facility is a distinct and separate facility from the PNC Mortgage Facility and the PNC Mortgage Facility remains outstanding as of the date hereof. The maximum aggregate commitments of the lenders under the Sidecar Facility are $149,137,000, available upon satisfaction of the funding conditions set forth in the Sidecar Facility Credit Agreement. Amounts outstanding under the Sidecar Facility bear interest at a specified rate above SOFR (as defined in the Sidecar Facility Credit Agreement) or a specified rate above the Base Rate (as defined in the Sidecar Facility Credit Agreement), as applicable, according to a performance-based pricing grid determined by the Company's Consolidated Total Lease Adjusted Leverage Ratio (as defined in the Sidecar Facility Credit Agreement) as of the last day of the immediately preceding fiscal quarter. In connection with the Sidecar Facility, certain of the Company's subsidiaries have entered into various security documents granting to PNC a lien upon certain properties owned by such subsidiaries. Certain of the Company's subsidiaries have als

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Credit Agreement, dated as of December 27, 2024, among Sonic Automotive, Inc.; the subsidiaries of Sonic Automotive, Inc. named therein; each lender party thereto; and PNC Bank, National Association, as administrative agent and a lender. 10.2 Subsidiary Guaranty Agreement, dated as of December 27, 2024, among the subsidiaries of Sonic Automotive, Inc. named therein, as guarantors, to PNC Bank, National Association, as administrative agent. 10.3 Form of Promissory Note, dated December 27, 2024, executed by Sonic Automotive, Inc., as borrower, in favor of each of the lenders to the Credit Agreement. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SONIC AUTOMOTIVE, INC. January 3, 2025 By: /s/ STEPHEN K. COSS Stephen K. Coss Senior Vice President and General Counsel

View Full Filing

View this 8-K filing on SEC EDGAR