Sonic Automotive Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
$SAH
Retail-Auto Dealers and Gas Stations
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 27, 2026
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Item 1.01. Entry into a Material Definitive Agreement.
On March 27, 2026 (the “Closing Date”), Sonic Automotive, Inc. (the “Company”) entered into a Bridge Facility Credit Agreement (the “Bridge Facility Credit Agreement”) with PNC Bank, National Association (“PNC”), as administrative agent and lender. The Bridge Facility Credit Agreement provides for a senior unsecured term loan facility in an aggregate principal amount of $150 million (the “Bridge Facility”). Also on the Closing Date, the Company borrowed $150 million under the Bridge Facility Credit Agreement, the full amount available under the Bridge Facility. The loans under the Bridge Facility will mature on the earlier of (i) the date that is 364 days after the Closing Date and (ii) the occurrence of a refinancing of the PNC Mortgage Facility (as defined below).
The Bridge Facility 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 PNC Mortgage Facility remains outstanding as of the date hereof.
Amounts outstanding under the Bridge Facility bear interest at a rate equal to (i) Term SOFR (as defined in the Bridge Facility Credit Agreement) plus 2.50% per annum, or (ii) the Base Rate (as defined in the Bridge Facility Credit Agreement) plus 1.50% per annum, at the Company’s option. The Company may from time to time prepay amounts borrowed under the Bridge Facility without premium or penalty.
The Bridge Facility Credit Agreement contains usual and customary representations and warranties, and usual and customary affirmative and negative covenants, including covenants which could restrict or prohibit indebtedness, payment of dividends and other restricted payments, capital expenditures and material dispositions and acquisitions of assets. The Bridge Facility Credit Agreement contains usual and customary events of default, including cross defaults to other material indebtedness, change of control events and events of default customary for syndicated commercial credit facilities. Upon the occurrence of an event of default under the Bridge Facility Credit Agreement, the Company could be required to immediately repay all outstanding amounts under the Bridge Facility.
PNC is also a party to other existing lending arrangements with the Company and its subsidiaries, including the PNC Mortgage Facility described above. The Company and its affiliates may from time to time have commercial banking, investment banking, mortgage financing, retail lending and other lending relationships with PNC and/or its affiliates.
The foregoing summary of the Bridge Facility Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of such agreement, a copy of which is filed as an exhibit to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 is incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |||||||
10.1 | ||||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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. | ||||||||
April 2, 2026 | By: | /s/ STEPHEN K. COSS | ||||||
Stephen K. Coss | ||||||||
Senior Vice President and General Counsel | ||||||||