Last Updated: 4:30 PM, New York City time, on July 27, 2012

Final VWAP and Final Purchase Price for Sonic Automotive Inc.’s Exchange Offer for its 5.00% Convertible Senior Notes due 2029

On June 25, 2012, Sonic Automotive Inc. (the “Company”) commenced an Exchange Offer (the “Offer”) to exchange any and all of its outstanding 5.00% convertible senior notes due 2029 (the “Notes”), upon the terms and subject to the conditions set forth in the Company’s Offer to Purchase, dated June 25, 2012 (the “Offer to Purchase”), and the related Letter of Transmittal (the “Letter of Transmittal”). The Offer will expire at 12:00 midnight, New York City time, at the end of Friday, July 27, 2012, unless the Offer is extended or earlier terminated by the Company (as may be extended by the Company, the “Expiration Date”).

The purchase price per $1,000 principal amount of Convertible Notes offered by the Company pursuant to the Offer will be determined in accordance with the pricing formula described in the Offer to Purchase, provided that in no event will the purchase price per $1,000 principal amount of Convertible Notes be less than $1,000.00 or greater than $1,631.

The table below provides the final average VWAP (as defined below) and the resulting final purchase price per $1,000 principal amount of the Convertible Notes offered by the Company pursuant to the Offer, calculated using the pricing formula described in the Offer to Purchase.  The actual purchase price will be subject to the minimum and maximum purchase prices described above. 

Daily VWAP for 7/27/12 4:30 PM

$

17.2957

Closing trading price 7/27/12

$

17.35

Final Average VWAP....................................................................

$

16.6554

Variable Component of Purchase Price:...................................

$

1,008.11

Fixed Component of Purchase Price:........................................

$

495.00

Final Purchase Price:...................................................................

$

1,503.11

 

The “Average VWAP” means the sum of the Daily VWAPs (as defined below) for each day of the Averaging Period (as defined below) divided by 10. 

The “Averaging Period” means the period of 10 consecutive trading days beginning on July 16, 2012 and ending on July 27, 2012. 

The “Daily VWAP” for any trading day means the per share volume-weighted average price of the Company’s common stock on the New York Stock Exchange, as displayed under the heading “Bloomberg VWAP” on Bloomberg page SAH.N <Equity> AQR in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session of the New York Stock Exchange on such trading day. The Daily VWAP was determined without regard to after hours trading or any other trading outside of the regular trading session trading hours.

For the purposes of determining the purchase price, a “trading day” means a day during which trading in Sonic Automotive common stock generally occurred and a last reported sale price for Sonic Automotive common stock was provided on the New York Stock Exchange.

Further information regarding the exchange offer can be found using the links below:

·                     Offer to Purchase

·                     Letter of Transmittal

·                     Notice of Voluntary Offering Instructions

·                     Notice of Withdrawal

·                     Client Letter

·                     Broker Letter

 

J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC are serving as joint lead dealer managers in connection with the Offer. Global Bondholder Services Corporation is acting as the exchange agent and information agent for the Offer. Questions regarding the Offer should be directed to J.P. Morgan Securities LLC, at (800) 261-5767 (toll-free), Merrill Lynch, Pierce, Fenner & Smith Incorporated (888) 803-9655

(toll-free) or Wells Fargo Securities, LLC (800) 326 -5897 (toll-free). Requests for copies of the Offer to Purchase and the Letter of Transmittal may be directed to Global Bondholder Services Corporation by telephone at (866) 857-2200 (toll free) or (212) 430-3774 (collect) or in writing at Global Bondholder Services Corporation, Attention: Corporate Actions, 65 Broadway, Suite 404, New York, New York 10006.

None of the Company, its management or board of directors, the dealer managers, the depositary or the information agent makes any recommendation to any holder of Notes as to whether to exchange any Notes. None of the Company, its management or board of directors, the dealer managers, the depositary or the information agent has authorized any person to give any information or to make any representation in connection with the Offer other than the information and representations contained in the Offer to Purchase or in the Letter of Transmittal. If anyone makes any recommendation or representation or gives any such information, you should not rely upon that recommendation, representation or information as having been authorized by the Company, the dealer managers, the depositary or the information agent.

This webpage shall not constitute an offer to purchase, a solicitation of an offer to purchase, or a solicitation of an offer to sell securities. The Offer may be made only pursuant to the terms and conditions of the Offer to Purchase, the Letter of Transmittal and the other related Offer materials. The Company will provide copies of the Offer materials upon request free of charge to holders of the Notes.