As filed with the Securities and Exchange Commission on February 14, 2014
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AutoNation, Inc.
(Exact name of registrant as specified in its charter)
SEE TABLE OF ADDITIONAL REGISTRANTS
| Delaware | 73-1105145 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(IRS Employer Identification Number) |
200 SW 1st Ave
Fort Lauderdale, FL 33301
(954) 769-6000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Jonathan P. Ferrando
Executive Vice President–General Counsel, Corporate Development and Human Resources
200 SW 1st Ave
Fort Lauderdale, FL 33301
(954) 769-6000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. x
If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional class of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | x | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
CALCULATION OF REGISTRATION FEE
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| Title of Each Class of Securities to be Registered | Amount to be Registered(1) |
Proposed Maximum Offering Price Per Unit(1) |
Proposed Maximum Offering Price(1) |
Amount of Registration Fee(1) | ||||
| Common Stock, $0.01 par value |
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| Preferred Stock, $0.01 par value |
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| Debt Securities |
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| Warrants |
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| Subscription Rights |
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| Depositary Shares |
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| Stock Purchase Contracts |
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| Units(2) |
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| Guarantees of Debt Securities(3) |
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| (1) | Omitted pursuant to Form S-3 General Instruction II.E. An indeterminate aggregate initial offering price, principal amount or number of the securities of each identified class is being registered as may from time to time be issued at indeterminate prices or upon conversion, exchange or exercise of securities registered hereunder to the extent any such securities are, by their terms, convertible into, or exchangeable or exercisable for, such securities. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. In accordance with Rule 456(b) and Rule 457(r), the Registrant is deferring payment of the registration fee. |
| (2) | Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. |
| (3) | Guarantees of the debt securities may be issued by subsidiaries of AutoNation, Inc. that are listed on the following page under the caption “Table of Additional Registrants.” Pursuant to Rule 457(n), no separate registration fee is payable in respect of the registration of the guarantees. |
TABLE OF ADDITIONAL REGISTRANTS
TABLE OF ADDITIONAL REGISTRANTS (CONTINUED)
TABLE OF ADDITIONAL REGISTRANTS (CONTINUED)
TABLE OF ADDITIONAL REGISTRANTS (CONTINUED)
| * | All Additional Registrants have the following principal executive office: |
c/o AutoNation, Inc.
200 SW 1st Ave
Fort Lauderdale, Florida 33301
(954) 769-6000
PROSPECTUS
AutoNation, Inc.
COMMON STOCK
PREFERRED STOCK
DEBT SECURITIES
GUARANTEES OF DEBT SECURITIES
WARRANTS
SUBSCRIPTION RIGHTS
DEPOSITARY SHARES
STOCK PURCHASE CONTRACTS
UNITS
We may from time to time offer to sell, together or separately, common stock, preferred stock, debt securities, guarantees of debt securities, warrants, subscription rights to purchase common stock or preferred stock, depositary shares or stock purchase contracts, as well as units that include any of these securities. The debt securities may consist of debentures, notes or other types of debt and may be guaranteed by certain of our subsidiaries. The preferred stock, debt securities, warrants and stock purchase contracts may be convertible or exercisable or exchangeable for common or preferred stock or other securities.
We will provide specific terms of these securities in one or more supplements to this prospectus at the time of offering. Any prospectus supplement may also add, update or change information contained in this prospectus. You should read this prospectus and any relevant prospectus supplement or free writing prospectus, as well as the documents incorporated or deemed to be incorporated by reference in this prospectus, carefully before you make your investment decision with respect to any offering.
Our common stock is listed on the New York Stock Exchange and trades under the ticker symbol “AN.” Each prospectus supplement will indicate if the securities offered thereby will be listed on any securities exchange.
This prospectus may not be used to sell securities unless accompanied by a prospectus supplement or a free writing prospectus.
We may offer securities through underwriting syndicates managed or co-managed by one or more underwriters, or directly to purchasers. The prospectus supplement or free writing prospectus for an offering of securities will describe in detail the plan of distribution for that offering. For general information about the distribution of securities offered, please see “Plan of Distribution” on page 4 of this prospectus.
Investing in our securities involves risks, including those described under “Risk Factors” beginning on page 1 of this prospectus. You should carefully read and consider these risk factors and the risk factors included in our periodic reports, in any prospectus supplement or free writing prospectus relating to specific offerings of securities and in other documents that we file with the Securities and Exchange Commission.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is February 14, 2014
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This prospectus and the documents incorporated by reference herein contain forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical fact, included or incorporated by reference herein regarding our strategy, future operations, financial position, estimated financial results, planned transactions, projected costs, prospects, goals and objectives are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “seek,” “project,” “will,” “would,” and similar expressions or expressions of the negative of these terms. Such statements are only predictions and, accordingly, are subject to substantial risks, uncertainties and assumptions.
We intend for our forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and we set forth this statement in order to comply with such safe harbor provisions. Although we believe that the expectations, plans, intentions, and projections reflected in our forward-looking statements are reasonable, such statements are subject to known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. The risks, uncertainties, and other factors that our stockholders and prospective investors should consider include, but are not limited to, the following:
| • | The automotive retail industry is sensitive to changing economic conditions and various other factors. Our business and results of operations are substantially dependent on new vehicle sales levels in the United States and in our particular geographic markets and the level of gross profit margins that we can achieve on our sales of new vehicles, all of which are very difficult to predict. |
| • | If we are not able to maintain and enhance our retail brands and reputation, or if events occur that damage our retail brands and reputation, our business and financial results may be harmed. |
| • | Our debt agreements contain certain financial ratios and other restrictions on our ability to conduct our business, and our substantial indebtedness could adversely affect our financial condition and operations and prevent us from fulfilling our debt service obligations. |
| • | We are dependent upon the success and continued financial viability of the vehicle manufacturers and distributors with which we hold franchises. |
| • | Goodwill and other intangible assets comprise a significant portion of our total assets. We must test our goodwill and other intangible assets for impairment at least annually, which could result in a material, non-cash write-down of goodwill or franchise rights and could have a material adverse impact on our results of operations and shareholders’ equity. |
| • | Our new vehicle sales are impacted by the consumer incentive, marketing, and other programs of vehicle manufacturers. |
| • | Natural disasters and adverse weather events can disrupt our business. |
| • | We are subject to restrictions imposed by, and significant influence from, vehicle manufacturers that may adversely impact our business, financial condition, results of operations, cash flows, and prospects, including our ability to acquire additional stores. |
| • | We are subject to numerous legal and administrative proceedings, which, if the outcomes are adverse to us, could materially adversely affect our business, results of operations, financial condition, cash flows, and prospects. |
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| • | Our operations are subject to extensive governmental laws and regulations. If we are found to be in purported violation of or subject to liabilities under any of these laws or regulations, or if new laws or regulations are enacted that adversely affect our operations, our business, operating results, and prospects could suffer. |
| • | We are subject to interest rate risk in connection with our vehicle floorplan payables, revolving credit facility, and term loan facility that could have a material adverse effect on our profitability. |
| • | Our largest stockholders, as a result of their ownership stakes in us, may have the ability to exert substantial influence over actions to be taken or approved by our stockholders or Board of Directors. In addition, future share repurchases and fluctuations in the levels of ownership of our largest stockholders could impact the volume of trading, liquidity, and market price of our common stock. |
| • | A failure of our information systems or any security breach or unauthorized disclosure of confidential information could have a material adverse effect on our business. |
Please refer to our most recent Annual Report on Form 10-K and to our subsequent filings with the Securities and Exchange Commission (the “SEC”) for additional discussion of the foregoing risks. Forward-looking statements speak only as of the date on which they are made, and we undertake no obligation to publicly update or revise any forward-looking statements to reflect subsequent events or circumstances, except as required by law.
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This prospectus is part of an “automatic shelf” registration statement that we filed with the Securities and Exchange Commission, or the SEC, as a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act of 1933, as amended, or the Securities Act. Under this shelf registration process, we may sell, from time to time, an indeterminate amount of any combination of the securities described in this prospectus in one or more offerings. This prospectus provides you with a general description of the securities we may offer, which is not meant to be a complete description of each security. Each time that we sell securities, a prospectus supplement or a free writing prospectus containing specific information about the terms of that offering will be provided, including the specific amounts, prices and terms of the securities offered and the manner in which they will be offered. The prospectus supplement and any other offering material (including any free writing prospectus) may also add to, update or change information contained in this prospectus or in documents we have incorporated by reference into this prospectus. We urge you to read both this prospectus and any prospectus supplement and any other offering material (including any free writing prospectus) prepared by or on behalf of us for a specific offering of securities, together with the additional information described under the heading “Where You Can Find Additional Information” on page 4 of this prospectus. We have not authorized anyone to provide any information other than that contained or incorporated by reference in this prospectus, any prospectus supplement or any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are not making an offer to sell or soliciting an offer to purchase these securities in any jurisdiction where the offer or sale is not permitted.
You should not assume that the information contained in this prospectus, any prospectus supplement or any free writing prospectus is accurate on any date other than the date on the front cover of such documents or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus or any prospectus supplement or free writing prospectus is delivered or securities are sold on a later date. Neither the delivery of this prospectus or any applicable prospectus supplement or free writing prospectus nor any distribution of securities pursuant to such documents shall, under any circumstances, create any implication that there has been no change in the information set forth in this prospectus or any applicable prospectus supplement or free writing prospectus or in our affairs since the date of this prospectus or any applicable prospectus supplement or free writing prospectus. Our business, financial condition, results of operations and prospects may have changed since those dates.
For convenience, the terms “AutoNation,” “the Company,” “we,” “us,” and “our” are used in this prospectus to refer to AutoNation, Inc. and its subsidiaries, unless otherwise required by the context. Our dealership operations are conducted by our subsidiaries.
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This summary highlights certain information about AutoNation, Inc. Because it is a summary, it does not contain all the information you should consider before investing in our securities. You should read carefully this entire prospectus, any prospectus supplement or free writing prospectus and the documents that we incorporate herein and therein by reference, including the sections entitled “Risk Factors” and our financial statements and related notes. You may obtain a copy of the documents that we incorporate by reference without charge by following the instructions in the section below entitled “Where You Can Find Additional Information.”
AutoNation, Inc., through its subsidiaries, is the largest automotive retailer in the United States. As of December 31, 2013, we owned and operated 269 new vehicle franchises from 228 stores located in the United States, predominantly in major metropolitan markets in the Sunbelt region. Our stores, which we believe are some of the most recognizable and well-known in our key markets, sell 33 different new vehicle brands. The core brands of new vehicles that we sell, representing approximately 95% of the new vehicles that we sold in 2013, are manufactured by Toyota, Ford, Honda, Nissan, General Motors, Mercedes-Benz, BMW, Chrysler, and Volkswagen.
We offer a diversified range of automotive products and services, including new vehicles, used vehicles, “parts and service,” which includes automotive repair and maintenance services as well as wholesale parts and collision businesses, and automotive “finance and insurance” products, which include vehicle service and other protection products, as well as the arranging of financing for vehicle purchases through third-party finance sources.
We were incorporated in Delaware in 1991. Our principal executive offices are located at 200 SW 1st Ave, Fort Lauderdale, FL 33301, and our telephone number at that address is (954) 769-6000. We maintain a website at www.autonation.com. Information contained in or accessed through our website and social media channels does not constitute a part of this prospectus.
Investing in our securities involves risks. Before you decide whether to purchase any of our securities, in addition to the other information, documents or reports included or incorporated by reference into this prospectus and any prospectus supplement or other offering materials (including any free writing prospectus), you should carefully consider the risk factors described in the section entitled “Risk Factors” in (i) any prospectus supplement or free writing prospectus; (ii) our most recent Annual Report on Form 10-K; and (iii) any Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed subsequent to such Annual Report on Form 10-K, each of which is incorporated by reference into this prospectus and any prospectus supplement in its entirety, and as the same may be amended, supplemented or superseded from time to time by our filings under the Securities Exchange Act of 1934, as amended, or the Exchange Act. For more information, see the section entitled “Where You Can Find Additional Information” on page 4 of this prospectus. These risks could materially and adversely affect our business, financial condition or operating results and could result in a partial or complete loss of your investment. Furthermore, additional risks and uncertainties not presently known to us, or that we currently deem immaterial, may also affect our operations.
Unless otherwise indicated in a prospectus supplement or a free writing prospectus, the net proceeds from the sale of the securities will be used for general corporate purposes, including working capital, acquisitions, construction of new facilities, repayment or refinancing of debt, share repurchases and other business opportunities.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratio of earnings to fixed charges for the periods indicated:
| Year Ended December 31, | ||||||||||||||||||||
| 2013 | 2012 | 2011 | 2010 | 2009 | ||||||||||||||||
| Ratio of earnings to fixed charges |
4.8 | 4.4 | 4.6 | 4.2 | 4.3 | |||||||||||||||
The ratio of earnings to fixed charges is calculated by dividing earnings, as defined, by fixed charges, as defined. For this purpose, “earnings” consist of income from continuing operations before taxes, plus fixed charges. “Fixed charges” consist of interest on indebtedness, including floorplan interest, amortization of debt issuance costs and the estimated portion of rental expense we deem to be representative of the interest factor of rental payments under operating leases.
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We did not have any preferred stock outstanding for the periods presented, and therefore the ratios of earnings to combined fixed charges and preferred stock dividends would be the same as the ratios of earnings to fixed charges presented above.
The following description of our capital stock is based on our Third Amended and Restated Certificate of Incorporation, as amended (our “Certificate of Incorporation”), our Amended and Restated By-Laws (our “By-Laws”) and applicable provisions of law. We have summarized certain portions of our Certificate of Incorporation and By-Laws below. The summary is not complete and is subject to, and is qualified in its entirety by, the applicable provisions of the Delaware General Corporation Law (“DGCL”), our Certificate of Incorporation and our By-Laws, which are incorporated by reference herein. You should read our Certificate of Incorporation and By-Laws for the provisions that are important to you.
Copies of our Certificate of Incorporation and By-Laws are available upon request. Please see “Where You Can Find Additional Information” below. As used in this “Description of Capital Stock,” the terms “our,” “ours” and “us” refer only to AutoNation, Inc., a Delaware corporation, and not, unless otherwise indicated, to any of its subsidiaries.
Capital Stock
Under our Certificate of Incorporation, our authorized capital stock consists of 1,500,000,000 shares of common stock, $0.01 par value, and 5,000,000 shares of preferred stock, $0.01 par value. As of February 12, 2014, there were 119,068,488 shares of common stock issued and outstanding and no shares of preferred stock issued and outstanding.
Common Stock
Our common stock is listed on the New York Stock Exchange under the ticker symbol “AN.” Each holder of shares of our common stock is entitled to one vote for each share held of record on the applicable record date on all matters submitted to a vote of stockholders. Subject to any preferential dividend rights granted to the holders of any shares of our preferred stock that may at the time be outstanding, holders of our common stock are entitled to receive dividends as may be declared from time to time by our Board of Directors (“Board”) out of funds legally available therefor. Upon any liquidation or dissolution of AutoNation, holders of our common stock are entitled to share pro rata in all remaining assets available for distribution to stockholders after payment or providing for our liabilities and the liquidation preference of any outstanding preferred stock. Holders of our common stock have no preemptive right to purchase, subscribe for or otherwise acquire any unissued or treasury shares or other securities.
Preferred Stock
Our Certificate of Incorporation authorizes our Board to create preferred stock in one or more classes or series and to fix for each such class or series the voting powers, designations, preferences and relative, participating, optional or other special rights and any qualifications, limitations or restrictions thereof. Our Board is authorized to, among other things, provide that any such class or series of preferred stock may be (i) entitled to voting powers, full or limited (ii) subject to redemption at such time or times and at such price or prices as our Board may establish; (iii) entitled to receive dividends (which may be cumulative or non-cumulative) at such rates, on such conditions, and at such times, and payable in preference to, or in such relation to, the dividends payable on any other class or classes or any other series as our Board may establish; (iv) entitled to such rights upon the dissolution of us, or upon any distribution of our assets, as our Board may establish; or (v) convertible into, or exchangeable for, shares of any other class or classes of stock, or of any other series of the same or any other class or classes of stock, of ours at such price or prices or at such rates of exchange and with such adjustments as our Board may establish. Issuance of preferred stock could discourage bids for the common stock at a premium as well as create a depressive effect on the market price of the common stock. As of the date hereof, no shares of preferred stock are outstanding.
Certain Anti-Takeover Provisions of Our Certificate of Incorporation and By-Laws and the DGCL
Certain provisions in our Certificate of Incorporation and By-Laws and the DGCL may have the effect of delaying, deferring or discouraging another party from acquiring us. These provisions, which are summarized below, are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our Board.
Advance Notice of Shareholder Proposals or Nominations
Our By-Laws provide that shareholders at an annual meeting may only consider proposals or nominations specified in the notice of meeting or brought before the meeting by or at the direction of the Board or by a shareholder who was a shareholder
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of record on the record date for the meeting, who is entitled to vote at the meeting and who has given to our Corporate Secretary timely written notice, in proper form, of the shareholder’s intention to bring that proposal or nomination before the meeting. In addition to certain other applicable requirements, for a shareholder proposal or nomination to be properly brought before an annual meeting by a shareholder, such shareholder generally must have given notice thereof in proper written form to our Corporate Secretary not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting of shareholders. Our By-Laws may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed or may discourage or defer a potential acquiror from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempting to obtain control of us.
Special Meetings of Shareholders
Our By-Laws deny shareholders the right to call a special meeting of shareholders. Our By-Laws provide that only the Board may call special meetings of the shareholders. Stockholders are permitted under our By-Laws to act by written consent in lieu of a meeting.
Delaware General Corporation Law
We are a Delaware corporation and consequently are also subject to certain anti-takeover provisions of the DGCL. Subject to certain exceptions, Section 203 of the DGCL prevents a publicly held Delaware corporation from engaging in a “business combination” with any “interested stockholder” for three years following the date that the person became an interested stockholder, unless the interested stockholder attained such status with the approval of our Board or unless the business combination is approved in a prescribed manner. A “business combination” includes, among other things, a merger or consolidation involving us and the “interested stockholder” and the sale of more than 10% of our assets. In general, an “interested stockholder” is any entity or person beneficially owning 15% or more of our outstanding voting stock and any entity or person affiliated with or controlling or controlled by such entity or person. Section 203 makes it more difficult for an interested stockholder to effect various business combinations with a corporation for a three-year period. This statute could prohibit or delay mergers or other takeover or change in control attempts not approved in advance by our Board and as a result could discourage attempts to acquire us, which could depress the market price of our common stock.
DESCRIPTION OF OTHER SECURITIES
We will set forth in the applicable prospectus supplement or free writing prospectus a description of any debt securities, guarantees of debt securities, warrants, subscription rights to purchase common stock or preferred stock, depositary shares, stock purchase contracts or units that may be offered under this prospectus.
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The securities being offered hereby may be sold by us:
| • | through underwriters or dealers; |
| • | through agents; |
| • | directly to purchasers, including our affiliates; |
| • | through a combination of any such methods of sale; or |
| • | through any other methods described in the applicable prospectus supplement or free writing prospectus. |
We will identify the specific plan of distribution, including any underwriters, dealers, agents or direct purchasers and their compensation, in a prospectus supplement or a free writing prospectus.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy this information at the SEC’s Public Reference Room located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the SEC’s Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. The address of the site is http://www.sec.gov.
The SEC allows us to “incorporate by reference” information into this document. This means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be a part of this document, except for any information superseded by information that is included directly in this document or incorporated by reference subsequent to the date of this document.
This prospectus incorporates by reference the documents listed below and any future filings that we make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than information in the documents or filings that is deemed to have been furnished and not filed) after the date of this prospectus and prior to the termination of the offering.
| • | Our Annual Report on Form 10-K for the fiscal year ended December 31, 2013, filed with the SEC on February 13, 2014; |
| • | Our Current Report on Form 8-K filed with the SEC on January 10, 2014; and |
| • | The description of our common stock contained in our registration statement on Form 8-A filed with the SEC on June 17, 1997. |
You may also request a copy of any documents incorporated by reference in this prospectus (including any exhibits that are specifically incorporated by reference in them), at no cost, by writing or telephoning us at the following address or telephone number:
AutoNation, Inc.
200 SW 1st Ave
Fort Lauderdale, FL 33301
Attention: Legal Department
Telephone: (954) 769-6000
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C. Coleman G. Edmunds, Senior Vice President, Deputy General Counsel and Assistant Secretary of the Company and Skadden, Arps, Slate, Meagher & Flom LLP, Chicago, Illinois will pass upon the validity of any securities issued under this prospectus. Mr. Edmunds owns shares of our common stock, and holds stock options and restricted stock awards and may receive additional awards in the future. Any underwriters will be represented by their own legal counsel.
The consolidated financial statements of AutoNation, Inc. as of December 31, 2013 and 2012, and for each of the years in the three-year period ended December 31, 2013, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2013 have been incorporated by reference herein and in the registration statement in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| ITEM 14. | OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION |
The following table sets forth the costs and expenses to be borne by us in connection with the sale of the securities being registered hereby.
| Amount to be Paid | ||||
| Registration fee |
$ | * | ||
| Printing fees and expenses |
$ | ** | ||
| Legal fees and expenses |
$ | ** | ||
| Accounting fees and expenses |
$ | ** | ||
| Trustee fees and expenses |
$ | ** | ||
| Miscellaneous expenses |
$ | ** | ||
|
|
|
|||
| TOTAL |
$ | ** | ||
| * | The registrant is deferring payment of the registration fee in reliance on Rule 456(b) and Rule 457(r) under the Securities Act. |
| ** | Not presently known. |
| ITEM 15. | INDEMNIFICATION OF DIRECTORS AND OFFICERS |
The Company’s Third Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) provides that the Board shall have all powers and authority which may be granted to a board of directors of a corporation under the Delaware General Corporation Law (the “DGCL”) to provide indemnification for directors, officers, employees, and/or agents of the Company to the fullest extent permitted by law, subject however, to the rules against limitation on liability of directors as set forth in Section 102 of the DGCL, as amended from time to time.
In accordance with the requirements of Section 102 of the DGCL, the Certificate of Incorporation further provides that no director of the Company shall be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach by a director of the duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payments of dividends, or for unlawful stock purchases or redemptions, or (iv) for any transaction from which the director derived an improper personal benefit.
The Amended and Restated By-Laws of the Company (the “By-Laws”) provide for a series of indemnification powers and procedures that follow the language of Section 145 of the DGCL.
Article VII of the By-Laws provides that the Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that such person is or was a director or officer of the Company, or is or was a director or officer of the Company serving at the request of the Company as a director or officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal action or proceeding, such person had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that such person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.
The By-Laws provide that the Company’s obligation to indemnify directors and officers of the Company applies to actions brought by or in the right of the Company as well, but only to the extent of defense and settlement expenses and not to any satisfaction of a judgment or settlement of the claim itself, and with the further limitation that in such actions no indemnification shall be made (i) unless the indemnified person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company or (ii) in the event such person seeking indemnity was adjudged to be liable to the Company, unless the court, in its discretion, believes that in light of all the circumstances indemnification should nonetheless apply.
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The By-Laws provide that the Company may, to the extent authorized from time to time by the Board, provide rights to indemnification and to the advancement of expenses to employees and agents of the Company similar to those rights conferred to directors and officers of the Company under Article VII.
The By-Laws provide that any decision as to indemnification, unless ordered by a court, shall be made: (a) by a majority vote of the directors who are not parties to such action, suit or proceeding (“disinterested directors”), even though less than a quorum; (b) by a committee of disinterested directors designated by a majority vote of all disinterested directors, even though less than a quorum; (c) if there are no such disinterested directors, or if such directors so direct, by independent legal counsel in a written opinion; or (d) by the stockholders. However, the By-Laws provide that a present or former director or officer of the Company who has been successful on the merits or otherwise in defense of any action, suit or proceeding for which indemnification would be appropriate as described above shall be indemnified without the necessity of authorization in the specific case.
The By-Laws provide that the Company shall pay expenses incurred by an officer or director in defending a civil, criminal, administrative or investigative action, suit or proceeding in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by such person to repay such amount if it shall ultimately be determined that such person is not entitled to indemnification. Indemnification pursuant to these provisions is not exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise and shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer.
The Company may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Company. Under an insurance policy maintained by the Company, the directors and officers of the Company are insured, within the limits and subject to the limitations of the policy, against certain expenses in connection with the defense of certain claims, actions, suits or proceedings, and certain liabilities which might be imposed as a result of such claims, actions, suits or proceedings, which may be brought against them by reason of being or having been such directors or officers.
The above summary is qualified in its entirety by reference to the complete text of the DGCL, Certificate of Incorporation and the By-Laws.
| ITEM 16. | EXHIBITS |
| Exhibit No. |
Document | |
| 1.1 | Form(s) of Underwriting Agreement* | |
| 4.1 | Indenture, dated as of April 14, 2010, between AutoNation, Inc. and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 15, 2010) | |
| 4.2 | Third Amended and Restated Certificate of Incorporation of AutoNation, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 13, 1999) | |
| 4.3 | Amended and Restated By-Laws of AutoNation, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on March 23, 2012) | |
| 4.4 | Form of debt securities* | |
| 4.5 | Form of guarantee* | |
| 4.6 | Form of any certificate of designation, preferences and rights with respect to any preferred stock issued hereunder* | |
| 4.7 | Form of any preferred stock certificate* | |
| 4.8 | Form of warrant agreement* | |
| 5.1 | Opinion of Skadden, Arps, Slate, Meagher & Flom LLP | |
| 5.2 | Opinion of C. Coleman G. Edmunds, Senior Vice President, Deputy General Counsel and Assistant Secretary of the Company | |
| 12.1 | Statement Regarding Computation of Ratio of Earnings to Fixed Charges (incorporated by reference to Exhibit 12.1 to the Company’s Annual Report on Form 10-K filed with the SEC on February 13, 2014) | |
| 23.1 | Consent of KPMG LLP | |
| 23.2 | Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1) | |
| 23.3 | Consent of C. Coleman G. Edmunds (included in Exhibit 5.2) | |
| 24.1 | Powers of Attorney (included on the signature pages of the Registration Statement) | |
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| 25.1 | Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939 of Wells Fargo Bank, National Association | |
| * | To be filed by amendment or incorporated by reference in connection with the offering of any securities, as appropriate. |
| ITEM 17. | UNDERTAKINGS |
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities;
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The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) The undersigned registrant hereby undertakes to supplement the prospectus, after the expiration of the subscription period, to set forth the results of the subscription offer, the transactions by the underwriters during the subscription period, the amount of unsubscribed securities to be purchased by the underwriters, and the terms of any subsequent reoffering thereof. If any public offering by the underwriters is to be made on terms differing from those set forth on the cover page of the prospectus, a post-effective amendment will be filed to set forth the terms of such offering.
(d) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Lauderdale, State of Florida, on February 14, 2014.
| AUTONATION, INC. | ||
| By: | /s/ Michael J. Jackson | |
| Michael J. Jackson | ||
| Chairman of the Board and Chief Executive Officer | ||
POWERS OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ Michael J. Jackson |
Chairman of the Board and Chief Executive Officer (Principal Executive Officer) |
February 14, 2014 | ||
| Michael J. Jackson | ||||
| /s/ Cheryl Scully |
Interim Chief Financial Officer (Principal Financial Officer) |
February 14, 2014 | ||
| Cheryl Scully | ||||
| /s/ Michael J. Stephan |
Vice President – Corporate Controller (Principal Accounting Officer) |
February 14, 2014 | ||
| Michael J. Stephan | ||||
| /s/ Robert J. Brown |
Director |
February 14, 2014 | ||
| Robert J. Brown | ||||
| /s/ Rick L. Burdick |
Director |
February 14, 2014 | ||
| Rick L. Burdick | ||||
| /s/ David B. Edelson |
Director |
February 14, 2014 | ||
| David B. Edelson | ||||
| /s/ Robert R. Grusky |
Director |
February 14, 2014 | ||
| Robert R. Grusky | ||||
| /s/ Michael Larson |
Director |
February 14, 2014 | ||
| Michael Larson | ||||
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| /s/ Michael E. Maroone |
Director | February 14, 2014 | ||
| Michael E. Maroone | ||||
| /s/ Carlos A. Migoya |
Director |
February 14, 2014 | ||
| Carlos A. Migoya | ||||
| /s/ G. Mike Mikan |
Director |
February 14, 2014 | ||
| G. Mike Mikan | ||||
| /s/ Alison H. Rosenthal |
Director |
February 14, 2014 | ||
| Alison H. Rosenthal | ||||
II-6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Lauderdale, State of Florida, on February 14, 2014.
| II-7 |
| By: | /s/ Michael E. Maroone | |
| Michael E. Maroone | ||
| President |
II-8
POWERS OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
| Signature |
Title(s) |
Date | ||
| /s/ Michael E. Maroone Michael E. Maroone |
President and Director (as to corporate registrants)/ Manager (as to limited liability company registrants) (Principal Executive Officer) |
February 14, 2014 | ||
| /s/ Cheryl Scully Cheryl Scully |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
February 14, 2014 | ||
| /s/ Jonathan P. Ferrando Jonathan P. Ferrando |
Director (as to corporate registrants)/Manager (as to limited liability company registrants) |
February 14, 2014 | ||
II-9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Clearwater, State of Florida, on February 14, 2014.
| By: | /s/ James R. Bender | |
| James R. Bender | ||
| President |
II-10
POWERS OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
| Signature |
Title(s) |
Date | ||
| /s/ James R. Bender James R. Bender |
President and Sole Director (as to corporate registrants)/ Manager (as to limited liability company registrants) (Principal Executive Officer) |
February 14, 2014 | ||
| /s/ Ronald J. Eberhardt Ronald J. Eberhardt |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
February 14, 2014 | ||
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Lauderdale, State of Florida, on February 14, 2014.
| HOLLYWOOD IMPORTS LIMITED, INC. | ||
| MAROONE CHEVROLET FT. LAUDERDALE, INC. | ||
| MAROONE CHEVROLET, LLC | ||
| HOLLYWOOD KIA, INC. | ||
| By: | /s/ Michael E. Maroone | |
| Michael E. Maroone | ||
| President | ||
POWERS OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
| Signature |
Title(s) |
Date | ||
| /s/ Michael E. Maroone Michael E. Maroone |
President and Director (as to corporate registrants)/ Manager (as to limited liability company registrants) (Principal Executive Officer) |
February 14, 2014 | ||
| /s/ Ronald J. Eberhardt Ronald J. Eberhardt |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
February 14, 2014 | ||
| /s/ James R. Bender James R. Bender |
Director (as to corporate registrants)/Manager (as to limited liability company registrants) |
February 14, 2014 | ||
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Lauderdale, State of Florida, on February 14, 2014.
| EMPIRE SERVICES AGENCY, INC. | ||
| By: | /s/ Michael E. Maroone | |
| Michael E. Maroone | ||
| President | ||
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.
| Signature |
Title(s) |
Date | ||
| /s/ Michael E. Maroone Michael E. Maroone |
President, Treasurer, and Sole Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
February 14, 2014 | ||
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Norcross, State of Georgia, on February 14, 2014.
| By: | /S/ Henry S. Phillips | |
| Henry S. Phillips | ||
| President |
II-14
POWERS OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
| Signature |
Title(s) |
Date | ||
| /s/ Henry S. Phillips Henry S. Phillips |
President and Sole Director (as to corporate registrants)/Manager (as to limited liability company registrants) (Principal Executive Officer) |
February 14, 2014 | ||
| /s/ Mitch McGuire Mitch McGuire |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
February 14, 2014 | ||
II-15
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on February 14, 2014.
| By: | /s/ Dave Casto | |
| Dave Casto | ||
| President |
II-16
POWERS OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
| Signature |
Title(s) |
Date | ||
| /s/ Dave Casto Dave Casto |
President and Sole Director (as to corporate registrants)/ Manager (as to limited liability company registrants)(Principal Executive Officer) |
February 14, 2014 | ||
| /s/ Maura Berney Maura Berney |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
February 14, 2014 | ||
II-17
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Costa Mesa, State of California, on February 14, 2014.
| COSTA MESA CARS, INC. | ||
| By: | /s/ Aaron Duport | |
| Aaron Duport | ||
| President | ||
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.
| Signature |
Title(s) |
Date | ||
| /s/ Aaron Duport Aaron Duport |
President, Treasurer, and Sole Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
February 14, 2014 | ||
II-18
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Encinitas, State of California, on February 14, 2014.
| AN LUXURY IMPORTS OF SAN DIEGO, INC. | ||
| By: | /s/ Darrin Fetterolf | |
| Darrin Fetterolf | ||
| President | ||
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.
| Signature |
Title(s) |
Date | ||
| /s/ Darrin Fetterolf Darrin Fetterolf |
President, Treasurer and Sole Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
February 14, 2014 | ||
II-19
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valencia, State of California, on February 14, 2014.
| VALENCIA H. IMPORTS, INC. | ||
| By: | /s/ Sam DiMaggio | |
| Sam DiMaggio | ||
| President | ||
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that the individual whose signature appears below hereby KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.
| Signature |
Title(s) |
Date | ||
| /s/ Sam DiMaggio Sam DiMaggio |
President, Treasurer and Sole Director |
February 14, 2014 | ||
II-20
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Torrance, State of California, on February 14, 2014.
| CARWELL, LLC | ||
| By: | /s/ Tim Muzyka | |
| Tim Muzyka | ||
| President | ||
POWERS OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.
| Signature |
Title(s) |
Date | ||
| /s/ Tim Muzyka Tim Muzyka |
President and Manager (Principal Executive Officer) |
February 14, 2014 | ||
| /s/ Linda Terashita Linda Terashita |
Treasurer and Manager (Principal Financial Officer and Principal Accounting Officer) |
February 14, 2014 | ||
II-21
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valencia, State of California, on February 14, 2014.
| VINCE WIESE CHEVROLET, INC. | ||
| By: | /s/ Chuck Coia | |
| Chuck Coia | ||
| President | ||
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.
| Signature |
Title(s) |
Date | ||
| /s/ Chuck Coia Chuck Coia |
President, Treasurer and Sole Director |
February 14, 2014 | ||
II-22
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Torrance, State of California, on February 14, 2014.
| PEYTON CRAMER FORD | ||
| By: | /s/ Aman Abraham | |
| Aman Abraham | ||
| President | ||
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.
| Signature |
Title(s) |
Date | ||
| /s/ Aman Abraham Aman Abraham |
President, Treasurer and Sole Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
February 14, 2014 | ||
II-23
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valencia, State of California, on February 14, 2014.
| MAGIC ACQUISITION CORP. | ||
| By: | /s/ Dennis Hawking | |
| Dennis Hawking | ||
| President | ||
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.
| Signature |
Title(s) |
Date | ||
| /s/ Dennis Hawking Dennis Hawking |
President, Treasurer and Sole Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
February 14, 2014 | ||
II-24
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tustin, State of California, on February 14, 2014.
| JOE MACPHERSON FORD | ||
| By: | /s/ Todd McNitt | |
| Todd McNitt | ||
| President | ||
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.
| Signature |
Title(s) |
Date | ||
| /s/ Todd McNitt Todd McNitt |
President, Treasurer and Sole Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
February 14, 2014 | ||
II-25
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Roseville, State of California, on February 14, 2014.
| AUTO CAR, INC. | ||
| By: | /s/ Les Braner | |
| Les Braner | ||
| President | ||
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.
| Signature |
Title(s) |
Date | ||
| /s/ Les Braner Les Braner |
President, Treasurer and Sole Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
February 14, 2014 | ||
II-26
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mountain View, State of California, on February 14, 2014.
| ALLISON BAVARIAN | ||
| By: | /s/ Huck Hibberd | |
| Huck Hibberd | ||
| President | ||
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.
| Signature |
Title(s) |
Date | ||
| /s/ Huck Hibberd Huck Hibberd |
President, Treasurer and Sole Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
February 14, 2014 | ||
II-27
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Roseville, State of California, on February 14, 2014.
| ROSEVILLE MOTOR CORPORATION | ||
| By: | /s/ James Rentschler | |
| James Rentschler | ||
| President | ||
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.
| Signature |
Title(s) |
Date | ||
| /s/ James Rentschler James Rentschler |
President, Treasurer and Sole Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
February 14, 2014 | ||
II-28
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Clara, State of California, on February 14, 2014.
| STEVENS CREEK MOTORS, INC. | ||
| By: | /s/ Joseph K. Spurrier | |
| Joseph K. Spurrier | ||
| President | ||
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.
| Signature |
Title(s) |
Date | ||
| /s/ Joseph K. Spurrier Joseph K. Spurrier |
President, Treasurer and Sole Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
February 14, 2014 | ||
II-29
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Encino, State of California, on February 14, 2014.
| TERRY YORK MOTOR CARS, LTD. | ||
| By: | /s/ Cyrus Mazaherian | |
| Cyrus Mazaherian | ||
| President | ||
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.
| Signature |
Title(s) |
Date | ||
| /s/ Cyrus Mazaharian Cyrus Mazaharian |
President, Treasurer and Sole Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
February 14, 2014 | ||
II-30
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fremont, State of California, on February 14, 2014.
| AN FREMONT LUXURY IMPORTS, INC. | ||
| By: | /s/ Peter Scibetta | |
| Peter Scibetta | ||
| President | ||
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.
| Signature |
Title(s) |
Date | ||
| /s/ Peter Scibetta Peter Scibetta |
President, Treasurer and Sole Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
February 14, 2014 | ||
II-31
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvine, State of California, on February 14, 2014.
| CERRITOS BODY WORKS, INC. | ||
| By: | /s/ Brian Beeman | |
| Brian Beeman | ||
| President | ||
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.
| Signature |
Title(s) |
Date | ||
| /s/ Brian Beeman Brian Beeman |
President, Treasurer and Sole Director (as to corporate registrant)/Manager (as to limited liability company registrant) (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
February 14, 2014 | ||
II-32
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Torrance, State of California, on February 14, 2014.
| PEYTON CRAMER AUTOMOTIVE | ||
| By: | /s/ Ben Rodenkirk | |
| Ben Rodenkirk | ||
| President | ||
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.
| Signature |
Title(s) |
Date | ||
| /s/ Ben Rodenkirk Ben Rodenkirk |
President, Treasurer and Sole Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
February 14, 2014 | ||
II-33
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Torrance, State of California, on February 14, 2014.
| G.B. IMPORT SALES & SERVICE, LLC | ||
| By: | /s/ David Johnson | |
| David Johnson | ||
| President | ||
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.
| Signature |
Title(s) |
Date | ||
| /s/ David Johnson David Johnson |
President, Treasurer and Sole Manager (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
February 14, 2014 | ||
II-34
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valencia, State of California, on February 14, 2014.
| VALENCIA B. IMPORTS, INC. | ||
| By: | /s/ Gary Pilikyan | |
| Gary Pilikyan | ||
| President | ||
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.
| Signature |
Title(s) |
Date | ||
| /s/ Gary Pilikyan Gary Pilikyan |
President, Treasurer and Sole Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
February 14, 2014 | ||
II-35
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, State of California, on February 14, 2014.
| NEWPORT BEACH CARS, LLC | ||
| By: | /s/ Tim Tauber | |
| Tim Tauber | ||
| President | ||
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.
| Signature |
Title(s) |
Date | ||
| /s/ Tim Tauber |
President and Manager (Principal Executive Officer) |
February 14, 2014 | ||
| Tim Tauber | ||||
| /s/ Mark Marchant |
Treasurer and Manager (Principal Financial Officer and Principal Accounting Officer) |
February 14, 2014 | ||
| Mark Marchant | ||||
II-36
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fremont, State of California, on February 14, 2014.
| EDGREN MOTOR COMPANY, INC. | ||
| By: | /s/ Ken Brizendine | |
| Ken Brizendine | ||
| President | ||
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.
| Signature |
Title(s) |
Date | ||
| /s/ Ken Brizendine Ken Brizendine |
President, Treasurer and Sole Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
February 14, 2014 | ||
II-37
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Roseville, State of California, on February 14, 2014.
| VANDERBEEK MOTORS, INC. | ||
| By: | /s/ Tom Hood | |
| Tom Hood | ||
| President | ||
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.
| Signature |
Title(s) |
Date | ||
| /s/ Tom Hood Tom Hood |
President and Director (Principal Executive Officer) |
February 14, 2014 | ||
| /s/ Kevin Sitch Kevin Sitch |
Treasurer and Director (Principal Financial Officer and Principal Accounting Officer) |
February 14, 2014 | ||
II-38
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tustin, State of California, on February 14, 2014.
| JOE MACPHERSON INFINITI | ||
| By: | /s/ William R. Berman | |
| William R. Berman | ||
| President | ||
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.
| Signature |
Title(s) |
Date | ||
| /s/ William R. Berman William R. Berman |
President, Treasurer and Sole Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
February 14, 2014 | ||
II-39
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Torrance, State of California, on February 14, 2014.
| PEYTON CRAMER INFINITI | ||
| By: | /s/ Stephen Ferrara | |
| Stephen Ferrara | ||
| President | ||
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
| Signature |
Title(s) |
Date | ||
| /s/ Stephen Ferrara Stephen Ferrara |
President, Treasurer and Sole Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
February 14, 2014 | ||
II-40
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hawthorne, State of California, on February 14, 2014.
| TORRANCE NISSAN, LLC | ||
| By: | /s/ William R. Berman | |
| William R. Berman | ||
| President | ||
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.
| Signature |
Title(s) |
Date | ||
| /s/ William R. Berman William R. Berman |
President, Treasurer and Sole Manager (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
February 14, 2014 | ||
II-41
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cerritos, State of California, on February 14, 2014.
| By: | /s/ William R. Berman | |
| William R. Berman | ||
| President |
II-42
POWERS OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
| Signature |
Title(s) |
Date | ||
| /s/ William R. Berman William R. Berman |
President and Sole Director (as to corporate registrants)/Manager (as to limited liability company registrants) (Principal Executive Officer) |
February 14, 2014 | ||
| /s/ James J. Murphy James J. Murphy |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
February 14, 2014 | ||
II-43
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Clara, State of California, on February 14, 2014.
| AN IMPORTS OF STEVENS CREEK, INC. | ||
| By: | /s/ James Cheatham | |
| James Cheatham | ||
| President | ||
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
| Signature |
Title(s) |
Date | ||
| /s/ James Cheatham James Cheatham |
President, Treasurer and Sole Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
February 14, 2014 | ||
II-44
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hawthorne, State of California, on February 14, 2014.
| AN F. IMPORTS OF HAWTHORNE, LLC | ||
| By: | /s/ James Yates | |
| James Yates | ||
| President | ||
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
| Signature |
Title(s) |
Date | ||
| /s/ James Yates James Yates |
President, Treasurer and Sole Manager (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
February 14, 2014 | ||
II-45
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Roseville, State of California, on February 14, 2014.
| AN F. IMPORTS OF ROSEVILLE, INC. | ||
| By: | /s/ James Rentschler | |
| James Rentschler | ||
| President | ||
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
| Signature |
Title(s) |
Date | ||
| /s/ James Rentschler James Rentschler |
President, Treasurer and Sole Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
February 14, 2014 | ||
II-46
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Lauderdale, State of Florida, on February 14, 2014.
| ACER FIDUCIARY, INC. | ||
| By: | /s/ C. Coleman G. Edmunds | |
| C. Coleman G. Edmunds | ||
| President | ||
POWERS OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
| Signature |
Title(s) |
Date | ||
| /s/ C. Coleman G. Edmunds C. Coleman G. Edmunds |
President and Director (Principal Executive Officer) |
February 14, 2014 | ||
| /s/ Cheryl Scully Cheryl Scully |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
February 14, 2014 | ||
| /s/ Michael E. Maroone Michael E. Maroone |
Director |
February 14, 2014 | ||
| /s/ Jonathan P. Ferrando Jonathan P. Ferrando |
Director |
February 14, 2014 | ||
II-47
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Lauderdale, State of Florida, on February 14, 2014.
| AUTONATION HOLDING CORP. | ||
| By: | /s/ Michael E. Maroone | |
| Michael E. Maroone | ||
| President | ||
POWERS OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
| Signature |
Title(s) |
Date | ||
| /s/ Michael E. Maroone Michael E. Maroone |
President (Principal Executive Officer) |
February 14, 2014 | ||
| /s/ Cheryl Scully Cheryl Scully |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
February 14, 2014 | ||
| /s/ C. Coleman G. Edmunds C. Coleman G. Edmunds |
Director |
February 14, 2014 | ||
| /s/ Guillermo Pernas, Jr. Guillermo Pernas, Jr. |
Director |
February 14, 2014 | ||
II-48
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Lauderdale, State of Florida, on February 14, 2014.
| AUTONATIONDIRECT.COM, INC. | ||
| By: | /s/ Ronald L. Frey | |
| Ronald L. Frey | ||
| President | ||
POWERS OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
| Signature |
Title(s) |
Date | ||
| /s/ Ronald L. Frey Ronald L. Frey |
President and Sole Director (Principal Executive Officer) |
February 14, 2014 | ||
| /s/ Scott May Scott May |
Vice President |
February 14, 2014 | ||
| /s/ Ronald L. Frey Ronald L. Frey |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
February 14, 2014 | ||
II-49
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Buena Park, State of California, on February 14, 2014.
| HOUSE OF IMPORTS, INC. | ||
| By: | /s/ Sean Davisson | |
| Sean Davisson | ||
| President | ||
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.
| Signature |
Title(s) |
Date | ||
| /s/ Sean Davisson Sean Davisson |
President, Treasurer and Sole Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
February 14, 2014 | ||
II-50
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Lauderdale, State of Florida, on February 14, 2014.
| AUTONATION BENEFITS COMPANY, INC. | ||
| By: | /s/ B. Gene Clayton | |
| B. Gene Clayton | ||
| President | ||
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.
| Signature |
Title(s) |
Date | ||
| /s/ B. Gene Clayton B. Gene Clayton |
President (Principal Executive Officer) |
February 14, 2014 | ||
| /s/ Cheryl Scully Cheryl Scully |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
February 14, 2014 | ||
| /s/ Michael E. Maroone Michael E. Maroone |
Director |
February 14, 2014 | ||
| /s/ Jonathan P. Ferrando Jonathan P. Ferrando |
Director |
February 14, 2014 | ||
II-51
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Lauderdale, State of Florida, on February 14, 2014.
| AUTONATION FINANCIAL SERVICES, LLC | ||
| By: | /s/ R. Steven Strader | |
| R. Steven Strader | ||
| President | ||
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.
| Signature |
Title(s) |
Date | ||
| /s/ R. Steven Strader R. Steven Strader |
President (Principal Executive Officer) |
February 14, 2014 | ||
| /s/ Cheryl Scully Cheryl Scully |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
February 14, 2014 | ||
| /s/ Michael E. Maroone Michael E. Maroone |
Manager |
February 14, 2014 | ||
| /s/ Jonathan P. Ferrando Jonathan P. Ferrando |
Manager |
February 14, 2014 | ||
II-52
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Lauderdale, State of Florida, on February 14, 2014.
| DEALERSHIP PROPERTIES, INC. | ||
| By: | /s/ Dave Casto | |
| Dave Casto | ||
| President | ||
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.
| Signature |
Title(s) |
Date | ||
| /s/ Dave Casto Dave Casto |
President (Principal Executive Officer) |
February 14, 2014 | ||
| /s/ Cheryl Scully Cheryl Scully |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
February 14, 2014 | ||
| /s/ Michael E. Maroone Michael E. Maroone |
Director |
February 14, 2014 | ||
| /s/ Jonathan P. Ferrando Jonathan P. Ferrando |
Director |
February 14, 2014 | ||
II-53
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Lauderdale, State of Florida, on February 14, 2014.
| DEALERSHIP REALTY CORPORATION | ||
| By: | /s/ Dave Casto | |
| Dave Casto | ||
| President | ||
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.
| Signature |
Title(s) |
Date | ||
| /s/ Dave Casto Dave Casto |
President (Principal Executive Officer) |
February 14, 2014 | ||
| /s/ Cheryl Scully Cheryl Scully |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
February 14, 2014 | ||
| /s/ Dave Casto Dave Casto |
Director |
February 14, 2014 | ||
II-54
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cerritos, State of California, on February 14, 2014.
| PRIME AUTO RESOURCES, INC. | ||
| By: | /s/ Lew Beshoff | |
| Lew Beshoff | ||
| President | ||
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.
| Signature |
Title(s) |
Date | ||
| /s/ Lew Beshoff Lew Beshoff |
President, Treasurer and Sole Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
February 14, 2014 | ||
II-55
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on February 14, 2014.
| SMYTHE EUROPEAN, INC. | ||
| By: | /s/ William R. Berman | |
| William R. Berman | ||
| President | ||
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.
| Signature |
Title(s) |
Date | ||
| /s/ William R. Berman William R. Berman |
President, Treasurer and Sole Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
February 14, 2014 | ||
II-56
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Clara, State of California, on February 14, 2014.
| STEVENS CREEK LUXURY IMPORTS, INC. | ||
| By: | /s/ Mark Akbar | |
| Mark Akbar | ||
| President | ||
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson and Jonathan P. Ferrando, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacities and on the date indicated.
| Signature |
Title(s) |
Date | ||
| /s/ Mark Akbar Mark Akbar |
President, Treasurer and Sole Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
February 14, 2014 | ||
II-57
EXHIBIT INDEX
| Exhibit |
Document | |
| 1.1 | Form(s) of Underwriting Agreement* | |
| 4.1 | Indenture, dated as of April 14, 2010, between AutoNation, Inc. and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 15, 2010) | |
| 4.2 | Third Amended and Restated Certificate of Incorporation of AutoNation, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 13, 1999) | |
| 4.3 | Amended and Restated By-Laws of AutoNation, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 23, 2012) | |
| 4.4 | Form of debt securities* | |
| 4.5 | Form of guarantee* | |
| 4.6 | Form of any certificate of designation, preferences and rights with respect to any preferred stock issued hereunder* | |
| 4.7 | Form of any preferred stock certificate* | |
| 4.8 | Form of warrant agreement* | |
| 5.1 | Opinion of Skadden, Arps, Slate, Meagher & Flom LLP | |
| 5.2 | Opinion of C. Coleman G. Edmunds, Senior Vice President, Deputy General Counsel and Assistant Secretary of the Company | |
| 12.1 | Statement Regarding Computation of Ratio of Earnings to Fixed Charges (incorporated by reference to Exhibit 12.1 to the Company’s Annual Report on Form 10-K filed with the SEC on February 13, 2014) | |
| 23.1 | Consent of KPMG LLP | |
| 23.2 | Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1) | |
| 23.3 | Consent of C. Coleman G. Edmunds (included in Exhibit 5.2) | |
| 24.1 | Powers of Attorney (included on the signature pages of the Registration Statement) | |
| 25.1 | Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939 of Wells Fargo Bank, National Association | |
| * | To be filed by amendment or incorporated by reference in connection with the offering of any securities, as appropriate. |
II-58
Exhibit 5.1
[Skadden letterhead]
February 14, 2014
AutoNation, Inc.
200 SW 1st Avenue
Fort Lauderdale, FL 33301
| RE: | AutoNation, Inc. |
| Registration Statement on Form S-3 |
Ladies and Gentlemen:
We have acted as special counsel to AutoNation, Inc., a Delaware corporation (the “Company”), in connection with the automatic shelf registration statement on Form S-3 (the “Registration Statement”), to be filed on the date hereof by the Company with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”). The Registration Statement relates to the issuance and sale from time to time by the Company, pursuant to Rule 415 of the General Rules and Regulations promulgated under the Act, of the following securities of the Company: (i) shares of common stock, par value $0.01 per share (the “Common Stock”); (ii) shares of preferred stock, par value $0.01 per share (the “Preferred Stock”), in one or more series; (iii) debt securities (the “Debt Securities”), in one or more series, under the Indenture, dated as of April 14, 2010, between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), which is incorporated by reference as an exhibit to the Registration Statement (the “Indenture”); (iv) warrants (the “Warrants”) to purchase shares of Common Stock, shares of Preferred Stock, Debt Securities or other securities pursuant to one or more warrant agreements (each, a
AutoNation, Inc.
February 14, 2014
Page 2
“Warrant Agreement”) proposed to be entered into between the Company and one or more warrant agents to be named therein (each, a “Warrant Agent”); (v) subscription rights (the “Subscription Rights”) to purchase Common Stock, Preferred Stock or other securities which may be issued under one or more subscription rights certificates (each, a “Subscription Rights Certificate”) and/or pursuant to one or more subscription rights agreements (each, a “Subscription Rights Agreement”) proposed to be entered into between the Company and one or more subscription agents to be named in the applicable Subscription Rights Agreements (each, a “Subscription Agent”); (vi) fractional shares of Preferred Stock or Common Stock represented by depositary shares (the “Depositary Shares”) evidenced by depositary receipts (the “Receipts”), which may be issued pursuant to one or more deposit agreements (each, a “Deposit Agreement”) proposed to be entered into between the Company and a bank or trust company to be named (the “Depositaries”); (vii) stock purchase contracts of the Company (the “Stock Purchase Contracts”) obligating the holders thereof to purchase from or sell to the Company, and the Company to sell to or purchase from such holders, Common Stock, Preferred Stock or Depositary Shares at a future date or dates, which may be issued under one or more purchase contract agreements (each, a “Purchase Contract Agreement”) proposed to be entered into by the Company and a purchase contract agent or agents to be named (the “Purchase Contract Agents”); (viii) Units (the “Units”) consisting of Common Stock, Preferred Stock, Debt Securities, Warrants, Depositary Shares, or Stock Purchase Contracts or any combination of those securities, which may be issued under one or more agreements (each, a “Unit Agreement”) proposed to be entered into by the Company and an agent or agents to be named therein (each, a “Unit Agent”); and (ix) such indeterminate amount and number of each class of the foregoing securities as may be issued upon conversion, exchange, exercise or settlement, as applicable, of any other securities that provide for such conversion, exchange, exercise or settlement (collectively, “Indeterminate Securities”). The Common Stock, Preferred Stock, Debt Securities, Warrants, Subscription Rights, Depositary Shares, Stock Purchase Contracts, Units and Indeterminate Securities are collectively referred to herein as the “Offered Securities.”
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.
In rendering the opinions stated herein, we have examined and relied upon the following: (i) the Registration Statement relating to the Offered Securities; (ii) the Certificate of Incorporation of the Company, as certified by the Secretary of State of the State of Delaware (the “Certificate of Incorporation”); (iii) the Bylaws of the Company, as currently in effect and as certified by the Assistant Secretary of the Company (the “Bylaws”); (iv) a copy of certain resolutions of the board of directors of the Company (the “Board of Directors”) adopted on February 11, 2014, relating to the issuance and sale of the Offered Securities and related matters; (v) the Indenture; and (vi) a specimen certificate representing the Common Stock.
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February 14, 2014
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We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinions stated below.
In our examination, we have assumed the genuineness of all signatures, including endorsements, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. In making our examination of executed documents or documents to be executed, we have assumed (i) that the parties thereto, other than the Company, had or will have the power, corporate or other, to enter into and perform all obligations thereunder and (ii) the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents, and the validity and binding effect thereof on such parties. We have also assumed that each of the Indenture, any supplemental indenture thereto, the Warrant Agreements, Subscription Rights Agreements, Deposit Agreements, Stock Purchase Contracts and the Unit Agreements has been or will be duly authorized, executed and delivered by the Trustee, Warrant Agents, Subscription Agent, Depositaries, Purchase Contract Agents and Unit Agents, as the case may be, and that any Debt Securities, Warrants, Subscription Rights Certificates, Receipts, Stock Purchase Contracts and Units that may be issued will be manually authenticated, signed or countersigned, as the case may be, by duly authorized officers of the applicable Trustee, Warrant Agent, Subscription Agent, Depositary, Purchase Contract Agent and Unit Agent, as the case may be.
In addition, we have assumed that the terms of the Offered Securities will have been established so as not to, and that the execution and delivery by the Company of, and the performance of its obligations under, the Indenture and any supplemental indenture thereto, the Offered Securities, the Warrant Agreements, Subscription Rights Agreements, Deposit Agreements, Stock Purchase Agreements, and the Unit Agreements, will not violate, conflict with or constitute a default under (i) any agreement or instrument to which the Company or its properties is subject, (ii) any law, rule or regulation to which the Company or its properties is subject, (iii) any judicial or regulatory order or decree of any governmental authority or (iv) any
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February 14, 2014
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consent, approval, license, authorization or validation of, or filing, recording or registration with, any governmental authority. We have assumed that the choice of New York law to govern the Indenture and any supplemental indentures thereto is a valid and legal provision. We have also assumed that New York law will be chosen to govern the Warrant Agreements, the Deposit Agreements, the Subscription Rights Agreements, the Stock Purchase Contracts and the Unit Agreements, and that such choice is a valid and legal provision. We have also assumed that the choice of currency in which any Offered Debt Securities (as defined below) are denominated does not contravene any exchange control or other laws of the nation issuing such currency. As to any facts relevant to the opinions stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others and of public officials.
We do not express any opinion with respect to the laws of any jurisdiction other than (i) the General Corporation Law of the State of Delaware and (ii) those laws of the State of New York that, in our experience, are normally applicable to transactions of the type contemplated by the Registration Statement and, to the extent that judicial or regulatory orders or decrees or consents, approvals, licenses, authorizations, validations, filings, recordings or registrations with governmental authorities are relevant, to those required under such laws (all of the foregoing being referred to as “Opined on Law”). We do not express any opinion with respect to the law of any jurisdiction other than Opined on Law or as to the effect of any such non-Opined on Law on the opinions herein stated. The Offered Securities may be issued from time to time on a delayed or continuous basis, and this opinion is limited to the laws, including the rules and regulations, as in effect on the date hereof, which laws are subject to change with possible retroactive effect.
Based upon the foregoing and subject to the limitations, qualifications, exceptions and assumptions stated herein, we are of the opinion that:
| 1. | With respect to the shares of any Common Stock offered by the Company, including any Indeterminate Securities (the “Offered Common Stock”), when (i) the Registration Statement, as finally amended (including all necessary post-effective amendments), has become effective under the Act; (ii) an appropriate prospectus supplement with respect to the Offered Common Stock has been prepared, delivered and filed in compliance with the Act and the applicable rules and regulations promulgated thereunder; (iii) if the Offered Common Stock is to be sold or otherwise distributed pursuant to a firm commitment underwritten offering, the underwriting agreement with respect to the Offered Common Stock has been duly authorized, executed and |
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| delivered by the Company and the other parties thereto; (iv) the Board of Directors, including any appropriate committee appointed thereby, and appropriate officers of the Company have taken all necessary corporate action to approve the issuance of the Offered Common Stock and related matters; (v) the terms of the issuance and sale of the Offered Common Stock have been duly established and are then in conformity with the Certificate of Incorporation and the Bylaws so as not to violate any applicable law, the Certificate of Incorporation or the Bylaws or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or other governmental authority having jurisdiction over the Company; (vi) if the Offered Common Stock is to be certificated, certificates in the form required under Delaware corporate law representing the shares of Offered Common Stock are duly executed and countersigned; and (vii) the shares of Offered Common Stock are registered in the Company’s share registry and delivered upon payment of the agreed-upon consideration therefor, the shares of Offered Common Stock (including any Common Stock duly issued upon conversion, exchange or exercise of any Preferred Stock, Debt Securities, Warrants, Depositary Shares or Units), when issued and sold or otherwise distributed in accordance with the applicable underwriting agreement, if any, or any other duly authorized, executed and delivered valid and binding agreement, will be duly authorized, validly issued, fully paid and nonassessable, provided that the consideration therefor is not less than $0.01 per share of Common Stock. |
| 2. | With respect to the shares of any series of Preferred Stock offered by the Company, including any Indeterminate Securities (the “Offered Preferred Stock”), when (i) the Registration Statement, as finally amended (including all necessary post-effective amendments), has become effective under the Act; (ii) an appropriate prospectus supplement with respect to the Offered Preferred Stock has been prepared, delivered and filed in compliance with the Act and the applicable rules and regulations promulgated thereunder; (iii) if the Offered Preferred Stock is to be sold or otherwise distributed pursuant to a firm commitment underwritten offering, the underwriting agreement with respect to the Offered Preferred Stock has been duly authorized, executed and delivered by the Company and the other parties thereto; (iv) the Board of Directors, including any appropriate committee appointed thereby, and appropriate officers of the Company have taken all necessary corporate action to approve the issuance, sale and terms of the Offered Preferred Stock and related matters, including the adoption of a Certificate of Designation for the Offered Preferred Stock in accordance with the applicable provisions of |
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| Delaware corporate law (the “Certificate of Designation”); (v) the filing of the Certificate of Designation with the Secretary of State of the State of Delaware has duly occurred; (vi) the terms of the Offered Preferred Stock and of their issuance and sale have been duly established and are then in conformity with the Certificate of Incorporation, including the Certificate of Designation relating to the Offered Preferred Stock, and the Bylaws so as not to violate any applicable law, the Certificate of Incorporation or the Bylaws or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or other governmental authority having jurisdiction over the Company; (vii) if the Offered Preferred Stock is to be certificated, certificates in the form required under Delaware corporate law representing the shares of Offered Preferred Stock are duly executed and countersigned; and (viii) the shares of Offered Preferred Stock are registered in the Company’s share registry and delivered upon payment of the agreed-upon consideration therefor, the shares of the Offered Preferred Stock (including any Preferred Stock duly issued upon conversion, exchange or exercise of any Preferred Stock, Debt Securities, Warrants, Depositary Shares or Units), when issued and sold or otherwise distributed in accordance with the applicable underwriting agreement, if any, or any other duly authorized, executed and delivered valid and binding agreement, will be duly authorized, validly issued, fully paid and nonassessable, provided that the consideration therefor is not less than $0.01 per share of Preferred Stock. |
| 3. | With respect to any series of Debt Securities offered by the Company, including any Indeterminate Securities constituting Debt Securities of such series (the “Offered Debt Securities”), when (i) the Registration Statement, as finally amended (including all necessary post-effective amendments), has become effective under the Act and the Indenture and any supplemental indenture related to such Offered Debt Securities has been qualified under the Trust Indenture Act of 1939, as amended; (ii) an appropriate prospectus supplement with respect to any Offered Debt Securities has been prepared, delivered and filed in compliance with the Act and the applicable rules and regulations promulgated thereunder; (iii) if the Offered Debt Securities are to be sold pursuant to a firm commitment underwritten offering, the underwriting agreement with respect to the Offered Debt Securities has been duly authorized, executed and delivered by the Company and the other parties thereto; (iv) the Indenture and any supplemental indenture relating to the Offered Debt Securities has been duly authorized, executed and delivered by the Company and the other parties thereto; (v) the Board of Directors, including any appropriate committee appointed thereby, and appropriate |
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| officers of the Company have taken all necessary corporate action to approve the issuance, sale and terms of the Offered Debt Securities and related matters; (vi) the terms of the Offered Debt Securities and of their issuance and sale have been duly established in conformity with the Indenture and any supplemental indenture to be entered into in connection with the issuance of such Offered Debt Securities so as not to violate any applicable law, the Certificate of Incorporation or the Bylaws or result in a default under or breach of any agreement or instrument binding upon the Company, and so as to comply with any requirement or restriction imposed by any court or other governmental authority having jurisdiction over the Company; and (vii) the Offered Debt Securities have been duly executed and authenticated in accordance with the provisions of the Indenture and any supplemental indenture relating to the Offered Debt Securities and delivered to the purchasers thereof upon payment of the agreed-upon consideration therefor, the Offered Debt Securities (including any Debt Securities duly issued upon conversion, exchange or exercise of any Preferred Stock, Debt Securities, Warrants, Depositary Shares or Units), when issued and sold or otherwise distributed in accordance with the Indenture and any supplemental indenture relating to the Offered Debt Securities and any officers’ certificate or board resolution adopted in connection with the issuance of such Offered Debt Securities and the applicable underwriting agreement, if any, or any other duly authorized, executed and delivered valid and binding agreement, will be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except to the extent that enforcement thereof may be limited by (a) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), (c) public policy considerations which may limit the rights of parties to obtain remedies, (d) waivers of any usury defense contained in the Indenture, any supplemental indenture or the Offered Debt Securities which may be unenforceable, (e) requirements that a claim with respect to any Offered Debt Securities denominated in a currency, currency unit or composite currency other than United States dollars (or a judgment denominated other than in United States dollars in respect of such claim) be converted into United States dollars at a rate of exchange prevailing on a date determined pursuant to applicable law and (f) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currencies, currency units or composite currencies. |
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| 4. | With respect to any Warrants offered by the Company, including any Indeterminate Securities constituting Warrants (the “Offered Warrants”), when (i) the Registration Statement, as finally amended (including all necessary post-effective amendments), has become effective under the Act; (ii) an appropriate prospectus supplement with respect to the Offered Warrants has been prepared, delivered and filed in compliance with the Act and the applicable rules and regulations promulgated thereunder; (iii) if the Offered Warrants are to be sold or otherwise distributed pursuant to a firm commitment underwritten offering, the underwriting agreement with respect to the Offered Warrants has been duly authorized, executed and delivered by the Company and the other parties thereto; (iv) the Board of Directors, including any appropriate committee appointed thereby, and appropriate officers of the Company have taken all necessary corporate action to approve the issuance, sale and terms of the Offered Warrants and the Offered Securities of the Company into which the Offered Warrants are exercisable, the consideration to be received therefor and related matters; (v) a Warrant Agreement relating to the Offered Warrants has been duly authorized, executed and delivered by the Company and the other parties thereto; (vi) the terms of the Offered Warrants and of their issuance and sale have been duly established in conformity with the applicable Warrant Agreement so as not to violate any applicable law, the Certificate of Incorporation or the Bylaws or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or other governmental authority having jurisdiction over the Company and the applicable Warrant Agent; and (vii) the Offered Warrants have been duly executed, delivered, countersigned, issued and sold in accordance with the provisions of the applicable Warrant Agreement to be filed as an exhibit to a post-effective amendment to the Registration Statement or as an exhibit to a Current Report on Form 8-K or other applicable report under the Exchange Act in the manner contemplated in the Registration Statement or any prospectus supplement relating thereto, the Offered Warrants (including any Warrants duly issued upon conversion, exchange or exercise of any Preferred Stock, Debt Securities or Depositary Shares), when issued and sold or otherwise distributed in accordance with the applicable Warrant Agreement and the applicable underwriting agreement, if any, or any other duly authorized, executed and delivered valid and binding agreement, will be duly authorized and validly issued and will be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except to the extent that enforcement thereof may be limited by (a) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter in |
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| effect relating to creditors’ rights generally, (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), (c) public policy considerations which may limit the rights of parties to obtain remedies, (d) requirements that a claim with respect to any Warrant denominated in a currency, currency unit or composite currency other than United States dollars (or a judgment denominated other than in United States dollars in respect of such claim) be converted into United States dollars at a rate of exchange prevailing on a date determined pursuant to applicable law, and (e) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currencies, currency units or composite currencies. |
| 5. | With respect to any Subscription Rights offered by the Company, including any Indeterminate Securities constituting Subscription Rights (the “Offered Subscription Rights”), when (i) the Registration Statement, as finally amended (including all necessary post-effective amendments), has become effective under the Act; (ii) an appropriate prospectus supplement with respect to the Offered Subscription Rights has been prepared, delivered and filed in compliance with the Act and the applicable rules and regulations promulgated thereunder; (iii) if the Subscription Rights are to be sold or otherwise distributed pursuant to a firm commitment underwritten offering, the underwriting agreement with respect to the Offered Subscription Rights has been duly authorized, executed and delivered by the Company and the other parties thereto; (iv) the Board of Directors, including any appropriate committee appointed thereby, and appropriate officers of the Company have taken all necessary corporate action to approve the issuance and terms of the Offered Subscription Rights and the Offered Securities of the Company into which the Offered Subscription Rights are exercisable, the consideration to be received therefor and related matters; (v) a Subscription Rights Agreement relating to the Offered Subscriptions Rights has been duly authorized, executed and delivered by the Company and the other parties thereto; (vi) the terms of the Offered Subscription Rights and of their issuance and sale have been duly established in conformity with the applicable Subscription Rights Agreement and Subscription Rights Certificate so as not to violate any applicable law, the Certificate of Incorporation or the Bylaws or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or other governmental authority having jurisdiction over the Company and the applicable Subscription Agent; (vii) other securities relating to such Offered Subscription Rights have been duly issued and paid for in the manner contemplated in the Registration Statement and any |
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| prospectus supplement relating thereto; and (viii) the Subscription Rights Certificates have been duly executed, delivered, countersigned, issued and sold or otherwise distributed in accordance with the provisions of the applicable Subscription Rights Agreement to be filed as an exhibit to a post-effective amendment to the Registration Statement or as an exhibit to a Current Report on Form 8-K or other applicable report under the Exchange Act in the manner contemplated in the Registration Statement or any prospectus supplement relating thereto, the Offered Subscription Rights, when issued and sold or otherwise distributed in accordance with the applicable Subscription Rights Agreement, the Subscription Rights Certificate and the applicable purchase agreement, if any, or any other duly authorized, executed and delivered valid and binding agreement, will be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except to the extent that enforcement thereof may be limited by (a) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), (c) public policy considerations which may limit the rights of parties to obtain remedies, (d) requirements that a claim with respect to any Subscription Rights denominated in a currency, currency unit or composite currency other than United States dollars (or a judgment denominated other than in United States dollars in respect of such claim) be converted into United States dollars at a rate of exchange prevailing on a date determined pursuant to applicable law, and (e) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currencies, currency units or composite currencies. |
| 6. | With respect to any Depositary Shares to be offered by the Company, including any Indeterminate Securities constituting Depositary Shares (the “Offered Depositary Shares”), when (i) the Registration Statement, as finally amended (including all necessary post-effective amendments), has become effective under the Act; (ii) an appropriate prospectus supplement with respect to the Offered Depositary Shares has been prepared, delivered and filed in compliance with the Act and the applicable rules and regulations promulgated thereunder; (iii) if the Offered Depositary Shares are to be sold or otherwise distributed pursuant to a firm commitment underwritten offering, the underwriting agreement with respect to the Offered Depositary Shares has been duly authorized, executed and delivered by the Company and the other parties thereto; (iv) the Board of Directors, including any appropriate committee appointed thereby, and appropriate officers of the |
AutoNation, Inc.
February 14, 2014
Page 11
| Company have taken all necessary corporate action to approve the issuance and terms of the Offered Depositary Shares and related matters; (v) the terms of the Offered Depositary Shares and of their issuance and sale have been duly established in conformity with the applicable Deposit Agreement so as not to violate the Certificate of Incorporation or the Bylaws or result in a default under or breach of any agreement or instrument binding upon the Company, and so as to comply with any requirement or restriction imposed by any court or other governmental authority having jurisdiction over the Company and the applicable Depositary; (vi) the Offered Depositary Shares have been duly executed, delivered, countersigned, issued and sold or otherwise distributed in accordance with the provisions of the applicable Deposit Agreement to be filed as an exhibit to a post-effective amendment to the Registration Statement or as an exhibit to a Current Report on Form 8-K or other applicable report under the Exchange Act in the manner contemplated in the Registration Statement or any prospectus supplement relating thereto; (vii) the Preferred Stock or Common Stock relating to such Offered Depositary Shares have been duly issued and paid for in the manner contemplated in the Registration Statement and any prospectus supplement relating thereto; and (viii) the Receipts evidencing such Offered Depositary Shares are duly issued against the deposit of such Preferred Stock or Common Stock in accordance with the Deposit Agreement, such Receipts will be validly issued and will entitle the holders thereof to the rights specified therein and in the Deposit Agreement, the Offered Depositary Shares (including any Depositary Shares duly issued upon conversion, exchange or exercise of any Preferred Stock, Debt Securities or Warrants), when issued and sold in accordance with the applicable Deposit Agreement and the applicable purchase agreement or any other duly authorized, executed and delivered valid and binding purchase or agency agreement, will be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except to the extent that enforcement thereof may be limited by (a) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), (c) public policy considerations which may limit the rights of parties to obtain remedies, (d) requirements that a claim with respect to any Depositary Shares denominated in a currency, currency unit or composite currency other than United States dollars (or a judgment denominated other than in United States dollars in respect of such claim) be converted into United States dollars at a rate of exchange prevailing on a date determined pursuant to applicable law, and (e) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currencies, currency units or composite currencies. |
AutoNation, Inc.
February 14, 2014
Page 12
| 7. | With respect to any Stock Purchase Contracts offered by the Company, including the Indeterminate Securities constituting Stock Purchase Contracts (the “Offered Stock Purchase Contracts”), when (i) the Registration Statement, as finally amended (including all necessary post-effective amendments), has become effective under the Act; (ii) an appropriate prospectus supplement with respect to the Offered Stock Purchase Contracts has been prepared, delivered and filed in compliance with the Act and the applicable rules and regulations promulgated thereunder; (iii) if the Offered Stock Purchase Contracts are to be sold or otherwise distributed pursuant to a firm commitment underwritten offering, the underwriting agreement with respect to the Offered Stock Purchase Contracts has been duly authorized, executed and delivered by the Company and the other parties thereto; (iv) the Board of Directors, including any appropriate committee appointed thereby, and appropriate officers of the Company have taken all necessary corporate action to approve the issuance and terms of the Offered Stock Purchase Contracts and the Offered Securities for which the Offered Stock Purchase Contracts may be settled and related matters; (v) a Purchase Contract Agreement relating to the Offered Stock Purchase Contracts has been duly authorized, executed and delivered by the Company and the other parties thereto; (vi) the terms of the Offered Stock Purchase Contracts and of their issuance and sale have been duly established in conformity with the applicable Purchase Contract Agreement so as not to violate any applicable law, the Certificate of Incorporation or the Bylaws or result in a default under or breach of any agreement or instrument binding upon the Company, and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company and the applicable Purchase Contract Agent; and (vii) other securities relating to such Offered Stock Purchase Contracts have been duly issued and paid for in the manner contemplated in the Registration Statement and any prospectus supplement relating thereto; and (viii) the applicable Offered Stock Purchase Contracts have been duly executed, delivered, countersigned, issued and sold or otherwise distributed in accordance with the provisions of the applicable form to be filed as an exhibit to a post-effective amendment to the Registration Statement or as an exhibit to a Current Report on Form 8-K or other applicable report under the Exchange Act in the manner contemplated in the Registration Statement or any prospectus supplement relating thereto, the Offered Stock Purchase Contracts (including any Stock Purchase Contracts duly issued upon conversion, exchange or exercise of any Preferred |
AutoNation, Inc.
February 14, 2014
Page 13
| Stock, Debt Securities or Warrants), when issued and sold in accordance with the applicable Purchase Contract Agreement, if any, and the applicable underwriting agreement or any other duly authorized, executed and delivered valid and binding agreement, will be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except to the extent that enforcement thereof may be limited by (a) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, (b) Section 160 of the Delaware General Corporation Law, (c) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), (d) public policy considerations which may limit the rights of parties to obtain remedies (e) requirements that a claim with respect to any Stock Purchase Contracts denominated in a currency, currency unit or composite currency other than United States dollars (or a judgment denominated other than in United States dollars in respect of such claim) be converted into United States dollars at a rate of exchange prevailing on a date determined pursuant to applicable law, and (f) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currencies, currency units or composite currencies. |
| 8. | With respect to any Units offered by the Company, including any Indeterminate Securities constituting Units (the “Offered Units”), when (i) the Registration Statement, as finally amended (including all necessary post-effective amendments), has become effective under the Act; (ii) an appropriate prospectus supplement with respect to the Offered Units has been prepared, delivered and filed in compliance with the Act and the applicable rules and regulations promulgated thereunder; (iii) if the Offered Units are to be sold or otherwise distributed pursuant to a firm commitment underwritten offering, the underwriting agreement with respect to the Offered Units has been duly authorized, executed and delivered by the Company and the other parties thereto; (iv) the Board of Directors, including any appropriate committee appointed thereby, and appropriate officers of the Company have taken all necessary corporate action to approve the issuance and terms of the Offered Units and the Offered Securities for which the Offered Units may be settled and related matters; (v) the terms of the Offered Units and of their issuance and sale have been duly established in conformity with the applicable Unit Agreement of which the Offered Units are a component so as not to violate any applicable law, the Certificate of Incorporation or the Bylaws or result in a default under or breach of any agreement or instrument binding upon the Company, and so as to comply with any requirement or |
AutoNation, Inc.
February 14, 2014
Page 14
| restriction imposed by any court or other governmental authority having jurisdiction over the Company and the applicable Unit Agent; (vi) any Debt Securities, Warrants, Common Stock or Preferred Stock relating to such Offered Units have been duly authorized for issuance and issued and paid for in the manner contemplated in the Registration Statement and any prospectus supplement relating thereto, provided that the consideration for such Common Stock or Preferred Stock is not less than $0.01 per share; and (vii) the Offered Units have been duly executed, delivered, countersigned, issued and sold or otherwise distributed in accordance with the provisions of the applicable Unit Agreement to be filed as an exhibit to a post-effective amendment to the Registration Statement or as an exhibit to a Current Report on Form 8-K or other applicable report under the Exchange Act in the manner contemplated in the Registration Statement or any prospectus supplement relating thereto, the Offered Units (including any Units duly issued upon conversion, exchange or exercise of any Preferred Stock, Debt Securities or Warrants), when issued and sold in accordance with the applicable Unit Agreement, the applicable underwriting agreement, if any, or any other duly authorized, executed and delivered valid and binding agreement, will be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except to the extent that enforcement thereof may be limited by (a) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), (c) public policy considerations which may limit the rights of parties to obtain remedies, (d) waivers of any usury defense contained in the Indenture, any supplemental indenture or the Debt Securities to which the Offered Units relate which may be unenforceable, (e) requirements that a claim with respect to any Warrant or Debt Securities to which the Offered Units relate that is denominated in a currency, currency unit or composite currency other than United States dollars (or a judgment denominated other than in United States dollars in respect of such claim) be converted into United States dollars at a rate of exchange prevailing on a date determined pursuant to applicable law, and (f) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currencies, currency units or composite currencies. |
* * *
AutoNation, Inc.
February 14, 2014
Page 15
We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. We also hereby consent to the reference to our firm under the heading “Legal Matters” in the prospectus which forms a part of the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder. This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom LLP
Exhibit 5.2
February 14, 2014
AutoNation, Inc.
200 SW 1st Avenue
Fort Lauderdale, FL 33301
| Re: | AutoNation, Inc. |
| Registration Statement on Form S-3 |
Ladies and Gentlemen:
I am Senior Vice President, Deputy General Counsel and Assistant Secretary of AutoNation, Inc., a Delaware corporation (the “Company”), and in such capacity have acted as counsel to the Company and the Subsidiary Guarantors (as defined below), in connection with the automatic shelf registration statement on Form S-3 (the “Registration Statement”), to be filed on the date hereof by the Company and the Subsidiary Guarantors (as defined below) with the U.S. Securities and Exchange Commission (the “Commission”). The Registration Statement relates to, among other things, the issuance and sale from time to time, pursuant to Rule 415 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”), of guarantees of debt securities of the Company, in one or more series (the “Debt Securities”), by subsidiaries of the Company (the “Subsidiary Guarantees”), including guarantees of the Debt Securities by the subsidiaries of the Company listed on Schedule I hereto (the “Subsidiary Guarantors”). Any Debt Securities are to be issued pursuant to the Indenture, dated as of April 14, 2010, between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), which is incorporated by reference as an exhibit to the Registration Statement (the “Indenture”).
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
In rendering the opinion stated herein, I have examined and relied upon the following: (i) the Registration Statement; (ii) the Indenture; (iii) the applicable certificate or articles of incorporation and bylaws, certificate of formation, limited liability company agreement or limited partnership agreement, as applicable, of each Subsidiary Guarantor, in each
case as amended to date; (iv) copies of certain resolutions of the directors, managers, general partners, stockholders and/or members, as applicable, of each of the Subsidiary Guarantors, dated February 14, 2014; and (v) copies of certain resolutions of the Board of Directors of the Company, adopted on February 11, 2014.
I have also examined originals or copies, certified or otherwise identified to my satisfaction, of such records of the Company and the Subsidiary Guarantors and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and the Subsidiary Guarantors and others and such other documents as I have deemed necessary or appropriate as a basis for the opinion stated below.
In my examination, I have assumed the genuineness of all signatures, including endorsements, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. In making my examination of executed documents, I have assumed (i) that the parties thereto, other than the Company and the Subsidiary Guarantors, had or will have the power, corporate or other, to enter into and perform all obligations thereunder and (ii) the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties. I have assumed that any Debt Securities that may be issued will be issued in a form that complies with the Indenture and any supplemental indenture to be entered into in connection with the issuance of such Debt Securities and will be manually signed or countersigned, as the case may be, by a duly authorized officer of the Trustee. I have also assumed that the Subsidiary Guarantors have been duly organized and are and will continue to be validly existing in good standing, and have and will continue to have the requisite legal status and legal capacity, under the laws of their respective jurisdictions of organization and that the Subsidiary Guarantors have complied and will comply with all aspects of the laws of all relevant jurisdictions (including the laws of their respective jurisdictions of organization) in connection with the transactions contemplated by the Indenture and the Registration Statement. In addition, I have also assumed that the terms of the Debt Securities and the Subsidiary Guarantees will have been established so as not to, and that the execution and delivery by the Company and the Subsidiary Guarantors of, and the performance of their obligations under, the Indenture, any supplemental indenture to be entered into in connection with the issuance of Debt Securities and the Subsidiary Guarantees, will not, violate, conflict with or constitute a default under (1) any agreement or instrument to which the Company or any of the Subsidiary Guarantors is subject, (2) any law, rule or regulation to which the Company or any of the Subsidiary Guarantors is subject, (3) any judicial or regulatory order or decree of any governmental authority or (4) any consent, approval, license, authorization or validation of, or filing, recording or registration with any governmental authority. I have also assumed that the choice of New York law to govern the Indenture, any supplemental indentures thereto and the Subsidiary Guarantees is a valid and legal provision. As to any facts relevant to the opinion stated herein that I did not independently establish or verify, I have relied upon statements and representations of officers and other representatives of the Company, the Subsidiary Guarantors and others and of public officials.
2
I am a member of the Florida Bar and express no opinion as to the laws of any jurisdiction other than (i) the laws of the State of Florida, (ii) the corporate and limited liability company statutes listed on Schedule II hereto, (iii) the limited partnership statutes set forth on Schedule III hereto, and (iv) the general partnership statutes set forth on Schedule IV hereto, and to the extent that judicial or regulatory orders or decrees or consents, approvals, licenses, authorizations, validations, filings, recordings or registrations with governmental authorities are relevant, to those required under such laws (all of the foregoing being referred to as “Opined on Law”). The Debt Securities and Subsidiary Guarantees may be issued from time to time on a delayed or continuous basis, and this opinion is limited to the laws, including the rules and regulations, as in effect on the date hereof, which laws are subject to change with possible retroactive effect. I do not express any opinion as to the effect of any law (other than Opined on Law) on the opinions stated herein. Insofar as the opinion expressed herein relates to matters governed by laws other than Opined on Law, I have assumed, without having made any independent investigation, that such laws do not affect the opinion set forth herein.
Based upon the foregoing and subject to the limitations, qualifications, exceptions and assumptions stated herein, it is my opinion that:
With respect to any Subsidiary Guarantee to be offered by any Subsidiary Guarantor of Debt Securities to be offered by the Company (the “Offered Subsidiary Guarantee”), when (a) the Registration Statement, as finally amended (including all necessary post-effective amendments), has become effective under the Securities Act and the Indenture and any supplemental indenture related to such Offered Subsidiary Guarantee has been qualified under the Trust Indenture Act of 1939, as amended; (b) an appropriate prospectus supplement or term sheet with respect to the Offered Subsidiary Guarantee has been prepared, delivered and filed in compliance with the Securities Act and the applicable rules and regulations promulgated thereunder; (c) if the Offered Subsidiary Guarantee is to be issued pursuant to a firm commitment underwritten offering, an underwriting agreement with respect to the Offered Subsidiary Guarantee has been duly authorized, executed and delivered by such Subsidiary Guarantor and the other parties thereto; (d) all necessary entity action, including any required action by such Subsidiary Guarantor’s board of directors or managers, or any authorized committee thereof, or by such Subsidiary Guarantor’s members, as applicable, or by appropriate officers of such Subsidiary Guarantors, or other action has been taken by such Subsidiary Guarantor to approve the issuance and terms of the Offered Subsidiary Guarantee and related matters; (e) the Indenture and any supplemental indenture in respect of such Offered Subsidiary Guarantee have been duly authorized, executed and delivered by each party thereto; (f) the terms of the Offered Subsidiary Guarantee and of its issuance and sale have been duly established in conformity with the Indenture and any supplemental indenture to be entered into in connection with the issuance of such Offered Subsidiary Guarantee so as not to violate any applicable law, the applicable certificate or articles of incorporation and bylaws, certificate of formation, limited liability company agreement or limited partnership agreement, as applicable, of each Subsidiary Guarantor or result in a default under or breach of any agreement or instrument binding upon a Subsidiary Guarantor, and so as to comply with any requirement or restriction imposed by any court or other governmental authority having jurisdiction over the Subsidiary Guarantors; and (g)
3
the Offered Subsidiary Guarantee has been duly executed, delivered and countersigned in accordance with the provisions of the Indenture and any supplemental indenture to be entered into in connection with the issuance of such Offered Subsidiary Guarantee and duly issued in accordance with the Indenture, any supplemental indenture to be entered into in connection with the issuance of such Offered Subsidiary Guarantee and the applicable underwriting agreement, if any, or any other duly authorized, executed and delivered valid and binding purchase or agency agreement, the Offered Subsidiary Guarantee will be a valid and binding obligation of such Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in accordance with its respective terms, except to the extent that enforcement thereof may be limited by (i) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), (iii) public policy considerations which may limit the rights of parties to obtain remedies, (iv) waivers of any usury defense contained in the Indenture, any supplemental indenture or Offered Subsidiary Guarantee that may be unenforceable, (v) requirements that a claim with respect to any Offered Subsidiary Guarantee of any series of Debt Securities denominated in a currency, currency unit or composite currency other than United States dollars (or a judgment denominated other than in United States dollars in respect of such claim) be converted into United States dollars at a rate of exchange prevailing on a date determined pursuant to applicable law and (vi) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currencies, currency units or composite currencies.
I hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. I also hereby consent to the use of my name under the heading “Legal Matters” in the Registration Statement. In giving this consent, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder. This opinion is expressed as of the date hereof unless otherwise expressly stated, and I disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent change in applicable laws.
4
| Very truly yours, |
| /s/ C. Coleman G. Edmunds |
| C. Coleman G. Edmunds |
| Senior Vice President, Deputy General Counsel and Assistant Secretary of AutoNation, Inc. |
5
Schedule I
Guarantors
7 ROD REAL ESTATE NORTH, A Limited Liability Company
7 ROD REAL ESTATE SOUTH, A Limited Liability Company
Abraham Chevrolet-Miami, Inc.
Abraham Chevrolet-Tampa, Inc.
ACER Fiduciary, Inc.
AL MAROONE FORD, LLC
Albert Berry Motors, Inc.
Allison Bavarian
ALLISON BAVARIAN HOLDING, LLC
ALL-STATE RENT A CAR, INC.
American Way Motors, Inc.
AN CADILLAC OF WPB, LLC
AN Central Region Management, LLC
AN Chevrolet – Arrowhead, Inc.
AN CJ VALENCIA, INC.
AN COLLISION CENTER OF ADDISON, INC.
AN Collision Center of Las Vegas, Inc.
AN COLLISION CENTER OF NORTH HOUSTON, INC.
AN Collision Center of Tempe, Inc.
AN CORPORATE MANAGEMENT PAYROLL CORP.
AN Corpus Christi Chevrolet, LP
AN Corpus Christi GP, LLC
AN Corpus Christi Imports Adv. GP, LLC
AN Corpus Christi Imports Adv., LP
AN Corpus Christi Imports GP, LLC
AN Corpus Christi Imports II GP, LLC
AN Corpus Christi Imports II, LP
AN Corpus Christi Imports, LP
AN CORPUS CHRISTI MOTORS, INC.
AN Corpus Christi T. Imports GP, LLC
AN Corpus Christi T. Imports, LP
AN County Line Ford, Inc.
AN Dealership Holding Corp.
AN F. Imports of Atlanta, LLC
AN F. Imports of Hawthorne Holding, LLC
AN F. Imports of Hawthorne, LLC
AN F. Imports of North Denver, LLC
AN F. Imports of North Phoenix, Inc.
AN F. Imports of Roseville Holding, LLC
AN F. Imports of Roseville, Inc.
AN F. Imports of Seattle, Inc.
AN F. Imports of Sterling, LLC
AN Florida Region Management, LLC
AN Fort Myers Imports, LLC
AN Fremont Luxury Imports, Inc.
AN H. Imports of Atlanta, LLC
AN IMPORTS OF FT. LAUDERDALE, INC.
AN Imports of Seattle, Inc.
AN IMPORTS OF SPOKANE, INC.
AN Imports of Stevens Creek Holding, LLC
AN Imports of Stevens Creek Inc.
AN Imports on Weston Road, Inc.
AN LUXURY IMPORTS GP, LLC
AN LUXURY IMPORTS HOLDING, LLC
AN Luxury Imports of Coconut Creek, Inc.
AN Luxury Imports of Marietta, LLC
AN LUXURY IMPORTS OF PALM BEACH, INC.
AN LUXURY IMPORTS OF PEMBROKE PINES, INC.
AN Luxury Imports of Phoenix, Inc.
AN LUXURY IMPORTS OF SAN DIEGO, INC.
AN Luxury Imports of Sanford, LLC
AN Luxury Imports of Sarasota, Inc.
AN LUXURY IMPORTS OF SPOKANE, INC.
AN Luxury Imports of Tucson, Inc.
AN Luxury Imports, Ltd.
AN Motors of Brooksville, Inc.
AN MOTORS OF DALLAS, INC.
AN MOTORS OF DELRAY BEACH, INC.
AN Motors of Englewood, Inc.
AN Motors of Memphis, Inc.
AN MOTORS OF SCOTTSDALE, LLC
AN Pontiac GMC Houston North GP, LLC
AN Pontiac GMC Houston North, LP
AN Seattle Motors, Inc.
AN SUBARU MOTORS, INC.
AN T. Imports of Atlanta, LLC
AN Texas Region Management, Ltd.
AN Tucson Imports, LLC
AN Valencia Auto Imports, Inc.
AN West Central Region Management, LLC
AN Western Region Management, LLC
AN/CF Acquisition Corp.
AN/GMF, Inc.
AN/KPBG Motors, Inc.
AN/MF Acquisition Corp.
AN/MNI Acquisition Corp.
AN/PF Acquisition Corp.
Anderson Chevrolet
Anderson Chevrolet Los Gatos, Inc.
Anderson Cupertino, Inc.
Appleway Chevrolet, Inc.
Atrium Restaurants, Inc.
Auto Ad Agency, Inc.
AUTO CAR HOLDING, LLC
Auto Car, Inc.
Auto Company VI, Inc.
Auto Company VII, Inc.
Auto Company VIII, Inc.
Auto Company IX, Inc.
Auto Company X, Inc.
Auto Company XI, Inc.
Auto Company XII, Inc.
Auto Company XIII, Inc.
Auto Company XIV, Inc.
Auto Company XVI, Inc.
Auto Company XVII, Inc.
Auto Company XVIII, Inc.
Auto Company XIX, Inc.
Auto Company XX, Inc.
Auto Company XXI, Inc.
Auto Company XXII, Inc.
Auto Company XXIII, Inc.
Auto Company XXIV, Inc.
Auto Company XXV, Inc.
Auto Company XXVI, Inc.
Auto Company XXVII, Inc.
Auto Company XXVIII, Inc.
Auto Company XXIX, Inc.
Auto Company XXX, Inc.
Auto Company XXXI, Inc.
Auto Company XXXII, Inc.
Auto Company XXXIII, Inc.
Auto Company XXXIV, Inc.
Auto Company XXXV, Inc.
Auto Company XXXVI, Inc.
Auto Company XXXVII, Inc.
Auto Company XXXVIII, Inc.
Auto Company XXXIX, Inc.
Auto Company XL, Inc.
Auto Company XLI, Inc.
Auto Company XLII, Inc.
Auto Company XLIII, Inc.
Auto Company XLIV, Inc.
Auto Company XLV, Inc.
Auto Dealership III, LLC
Auto Dealership IV, LLC
Auto Dealership V, LLC
Auto Dealership VI, LLC
Auto Dealership VII, LLC
Auto Dealership VIII, LLC
Auto Dealership IX, LLC
Auto Dealership X, LLC
Auto Dealership XI, LLC
Auto Dealership XII, LLC
Auto Dealership XIII, LLC
Auto Dealership XIV, LLC
Auto Dealership XV, LLC
Auto Dealership XVI, LLC
Auto Dealership XVII, LLC
Auto Dealership XVIII, LLC
Auto Dealership XIX, LLC
Auto Dealership XX, LLC
Auto Dealership XXI, LLC
Auto Dealership XXII, LLC
Auto Dealership XXIII, LLC
Auto Dealership XXIV, LLC
Auto Dealership XXV, LLC
Auto Dealership XXVI, LLC
Auto Dealership XXVII, LLC
Auto Dealership XXVIII, LLC
Auto Dealership XXIX, LLC
Auto Dealership XXX, LLC
AUTO HOLDING, LLC
AUTO MISSION HOLDING, LLC
Auto Mission Ltd.
Auto West, Inc.
Autohaus Holdings, Inc.
AutoNation Benefits Company, Inc.
AutoNation Corporate Management, LLC
Pembroke Motors, Inc.
AutoNation Enterprises Incorporated
AUTONATION FINANCIAL SERVICES, LLC
AutoNation Fort Worth Motors, Ltd.
AutoNation GM GP, LLC
AutoNation Holding Corp.
AutoNation Imports of Katy GP, LLC
AutoNation Imports of Katy, L.P.
AutoNation Imports of Lithia Springs, LLC
AutoNation Imports of Longwood, Inc.
AutoNation Imports of Palm Beach, Inc.
AutoNation Imports of Winter Park, Inc.
AutoNation Motors Holding Corp.
AutoNation Motors of Lithia Springs, Inc.
AutoNation North Texas Management GP, LLC
AutoNation Northwest Management, LLC
AutoNation Orlando Venture Holdings, Inc.
AutoNation Realty Corporation
AutoNation USA of Perrine, Inc.
AUTONATION V. IMPORTS OF DELRAY BEACH, LLC
AutoNationDirect.com, Inc.
Bankston Auto, Inc.
Bankston Chrysler Jeep of Frisco, L.P.
Bankston CJ GP, LLC
BANKSTON FORD OF FRISCO, LTD.CO.
Bankston Nissan in Irving, Inc.
Bankston Nissan Lewisville GP, LLC
Bankston Nissan Lewisville, Ltd.
Bargain Rent-A-Car
Batfish, LLC
BBCSS, Inc.
Beach City Chevrolet Company, Inc.
BEACH CITY HOLDING, LLC
Beacon Motors, Inc.
Bellevue Automotive, Inc.
Bell Motors, LLC
BENGAL MOTOR COMPANY, LTD.
Bengal Motors, Inc.
Bill Ayares Chevrolet, LLC
BLEDSOE DODGE, LLC
Bob Townsend Ford, Inc.
Body Shop Holding Corp.
BOSC Automotive Realty, Inc.
Brown & Brown Chevrolet – Superstition Springs, LLC
Brown & Brown Chevrolet, Inc.
Brown & Brown Nissan Mesa, L.L.C.
Brown & Brown Nissan, Inc.
BUICK MART LIMITED PARTNERSHIP
BULL MOTORS, LLC
C. Garrett, Inc.
CARLISLE MOTORS, LLC
CARWELL HOLDING, LLC
CARWELL, LLC
Centennial Automotive, LLC
CERRITOS BODY WORKS HOLDING, LLC
Cerritos Body Works, Inc.
CHAMPION CHEVROLET HOLDING, LLC
CHAMPION CHEVROLET, LLC
Champion Ford, Inc.
Charlie Hillard, Inc.
Charlie Thomas Chevrolet GP, LLC
Charlie Thomas Chevrolet, Ltd.
Charlie Thomas Chrysler-Plymouth, Inc.
Charlie Thomas’ Courtesy GP, LLC
Charlie Thomas Courtesy Leasing, Inc.
Charlie Thomas F. GP, LLC
Charlie Thomas Ford, Ltd.
Charlie Thomas’ Courtesy Ford, Ltd.
CHESROWN AUTO, LLC
CHESROWN CHEVROLET, LLC
Chesrown Collision Center, Inc.
Chesrown Ford, Inc.
Chevrolet World, Inc.
Chuck Clancy Ford of Marietta, LLC
CJ VALENCIA HOLDING, LLC
Coastal Cadillac, Inc.
Consumer Car Care Corporation
Contemporary Cars, Inc.
Cook-Whitehead Ford, Inc.
Corporate Properties Holding, Inc.
Corpus Christi Collision Center, Inc.
COSTA MESA CARS HOLDING, LLC
Costa Mesa Cars, Inc.
Courtesy Auto Group, Inc.
Courtesy Broadway, LLC
Covington Pike Motors, Inc.
CT Intercontinental GP, LLC
CT Intercontinental, Ltd.
CT Motors, Inc.
D/L Motor Company
Deal Dodge of Des Plaines, Inc.
Dealership Properties, Inc.
Dealership Realty Corporation
Desert Buick-GMC Trucks, L.L.C.
Desert Chrysler-Plymouth, Inc.
Desert Dodge, Inc.
Desert GMC, L.L.C.
Dobbs Ford of Memphis, Inc.
Dobbs Ford, Inc.
Dobbs Mobile Bay, Inc.
Dobbs Motors of Arizona, Inc.
Don Mealey Chevrolet, Inc.
Don Mealey Imports, Inc.
Don-A-Vee Jeep-Eagle, Inc.
Driver’s Mart Worldwide, Inc.
EASTGATE FORD, INC.
Ed Mullinax Ford, LLC
Edgren Motor Company, Inc.
EDGREN MOTOR HOLDING, LLC
EL MONTE IMPORTS HOLDING, LLC
El Monte Imports, Inc.
EL MONTE MOTORS HOLDING, LLC
El Monte Motors, Inc.
Elmhurst Auto Mall, Inc.
EMICH SUBARU WEST, LLC
Empire Services Agency, Inc.
Financial Services GP, LLC
Financial Services, Ltd.
First Team Automotive Corp.
First Team Ford of Manatee, Ltd.
First Team Ford, Ltd.
First Team Jeep Eagle, Chrysler-Plymouth, Ltd.
First Team Management, Inc.
FIT KIT HOLDING, LLC
Fit Kit, Inc.
Florida Auto Corp.
Ford of Kirkland, Inc.
Fox Chevrolet, LLC
Fox Imports, LLC
FOX MOTORS, LLC
Fred Oakley Motors, Inc.
FREMONT LUXURY IMPORTS HOLDING, LLC
Ft. Lauderdale Nissan, Inc.
G.B. IMPORT SALES & SERVICE HOLDING, LLC
G.B. IMPORT SALES & SERVICE, LLC
GENE EVANS FORD, LLC
George Sutherlin Nissan, LLC
Government Boulevard Motors, Inc.
Gulf Management, Inc.
Hayward Dodge, Inc.
Hillard Auto Group, Inc.
Hollywood Imports Limited, Inc.
Hollywood Kia, Inc.
HORIZON CHEVROLET, INC.
HOUSE OF IMPORTS HOLDING, LLC
House of Imports, Inc.
Houston Auto M. Imports Greenway, Ltd.
Houston Auto M. Imports North, Ltd.
Houston Imports Greenway GP, LLC
Houston Imports North GP, LLC
IRVINE IMPORTS HOLDING, LLC
Irvine Imports, Inc.
IRVINE TOYOTA/NISSAN/VOLVO LIMITED PARTNERSHIP
JEMAUTCO, INC.
JERRY GLEASON CHEVROLET, INC.
Jerry Gleason Dodge, Inc.
Jim Quinlan Chevrolet Co.
Joe MacPherson Ford
Joe MacPherson Imports No. I
Joe MacPherson Infiniti
JOE MACPHERSON INFINITI HOLDING, LLC
JOE MACPHERSON OLDSMOBILE
JOHN M. LANCE FORD, LLC
J-R Advertising Company
J-R Motors Company North
J-R Motors Company South
JRJ Investments, Inc.
Kenyon Dodge, Inc.
King’s Crown Ford, Inc.
Kirkland Motors, Inc.
L.P. Evans Motors WPB, Inc.
L.P. Evans Motors, Inc.
Lance Children, Inc.
Leesburg Imports, LLC
Leesburg Motors, LLC
Les Marks Chevrolet, Inc.
Lew Webb’s Ford, Inc.
LEW WEBB’S IRVINE NISSAN HOLDING, LLC
Lew Webb’s Irvine Nissan, Inc.
Lewisville Imports GP, LLC
Lewisville Imports, Ltd.
Lot 4 Real Estate Holdings, LLC
Luxury Orlando Imports, Inc.
MacHoward Leasing
MACHOWARD LEASING HOLDING, LLC
MacPherson Enterprises, Inc.
Magic Acquisition Corp.
MAGIC ACQUISITION HOLDING, LLC
Maitland Luxury Imports, Inc.
Marks Family Dealerships, Inc.
Marks Transport, Inc.
Maroone Chevrolet Ft. Lauderdale, Inc.
MAROONE CHEVROLET, LLC
MAROONE DODGE, LLC
MAROONE FORD, LLC
Maroone Management Services, Inc.
MC/RII, LLC
Mealey Holdings, Inc.
Metro Chrysler Jeep, Inc.
Midway Chevrolet, Inc.
Mike Hall Chevrolet, Inc.
Mike Shad Chrysler Plymouth Jeep Eagle, Inc.
Mike Shad Ford, Inc.
MILLER-SUTHERLIN AUTOMOTIVE, LLC
Mission Blvd. Motors, Inc.
MR. WHEELS HOLDING, LLC
Mr. Wheels, Inc.
Mullinax East, LLC
MULLINAX FORD NORTH CANTON, INC.
Mullinax Ford South, Inc.
Mullinax Lincoln-Mercury, Inc.
Mullinax Used Cars, Inc.
Naperville Imports, Inc.
NEWPORT BEACH CARS HOLDING, LLC
NEWPORT BEACH CARS, LLC
Nichols Ford, Ltd.
Nichols GP, LLC
Nissan of Brandon, Inc.
Northpoint Chevrolet, LLC
Northwest Financial Group, Inc.
Ontario Dodge, Inc.
Oxnard Venture Holdings, Inc.
Payton-Wright Ford Sales, Inc.
Peyton Cramer Automotive
PEYTON CRAMER AUTOMOTIVE HOLDING, LLC
PEYTON CRAMER F. HOLDING, LLC
Peyton Cramer Ford
Peyton Cramer Infiniti
PEYTON CRAMER INFINITI HOLDING, LLC
Peyton Cramer Jaguar
Peyton Cramer Lincoln-Mercury
PEYTON CRAMER LM HOLDING, LLC
Pierce Automotive Corporation
PIERCE, LLC
Pitre Chrysler-Plymouth-Jeep of Scottsdale, Inc.
Plains Chevrolet GP, LLC
Plains Chevrolet, Ltd.
PMWQ, Inc.
PMWQ, Ltd.
Port City Imports, Inc.
Prime Auto Resources, Inc.
Quality Nissan GP, LLC
Quality Nissan, Ltd.
Quinlan Motors, Inc.
R. Coop Limited
R.L. Buscher II, Inc.
R.L. Buscher III, Inc.
Real Estate Holdings, Inc.
Republic DM Property Acquisition Corp.
Republic Resources Company
Republic Risk Management Services, Inc.
Resources Aviation, Inc.
RI Merger Corp.
RI/BB Acquisition Corp.
RI/BBNM Acquisition Corp.
RI/BRC Real Estate Corp.
RI/DM Acquisition Corp.
RI/Hollywood Nissan Acquisition Corp.
RI/LLC Acquisition Corp.
RI/RMC Acquisition GP, LLC
RI/RMC Acquisition, Ltd.
RI/RMP Acquisition Corp.
RI/RMT Acquisition GP, LLC
RI/RMT Acquisition, Ltd.
RI/WFI Acquisition Corporation
RKR Motors, Inc.
Roseville Motor Corporation
ROSEVILLE MOTOR HOLDING, LLC
Sahara Imports, Inc.
SAHARA NISSAN, INC.
SAUL CHEVROLET HOLDING, LLC
SCM Realty, Inc.
SHAMROCK F. HOLDING, LLC
Shamrock Ford, Inc.
Six Jays LLC
SMI MOTORS HOLDING, LLC
SMI Motors, Inc.
SMYTHE EUROPEAN HOLDING, LLC
Smythe European, Inc.
South Broadway Motors, LLC
Southwest Motors of Denver, LLC
SPITFIRE PROPERTIES, INC.
STAR MOTORS, LLC
Steakley Chevrolet GP, LLC
Steakley Chevrolet, Ltd.
Steeplechase Motor Company
STEVE MOORE CHEVROLET DELRAY, LLC
STEVE MOORE CHEVROLET, LLC
Steve Moore’s Buy-Right Auto Center, Inc.
STEVENS CREEK HOLDING, LLC
Stevens Creek Luxury Imports Holding, LLC
Stevens Creek Luxury Imports, Inc.
Stevens Creek Motors, Inc.
Sunrise Nissan of Jacksonville, Inc.
Sunrise Nissan of Orange Park, Inc.
Sunset Pontiac-GMC Truck South, Inc.
Sunset Pontiac-GMC, Inc.
Superior Nissan, Inc.
SUTHERLIN CHRYSLER-PLYMOUTH JEEP-EAGLE, LLC
Sutherlin H. Imports, LLC
Sutherlin Imports, LLC
SUTHERLIN NISSAN, LLC
Sutherlin Town Center, Inc.
Tartan Advertising, Inc.
Tasha Incorporated
TAYLOR JEEP EAGLE, LLC
TERRY YORK MOTOR CARS HOLDING, LLC
Terry York Motor Cars, Ltd.
Texan Ford Sales, Ltd.
Texan Ford, Inc.
Texan Sales GP, LLC
Texas Management Companies LP, LLC
The Consulting Source, Inc.
The Pierce Corporation II, Inc.
Tinley Park A. Imports, Inc.
Tinley Park J. Imports, Inc.
Tinley Park V. Imports, Inc.
TORRANCE NISSAN HOLDING, LLC
TORRANCE NISSAN, LLC
Tousley Ford, Inc.
TOYOTA CERRITOS LIMITED PARTNERSHIP
Triangle Corporation
T-West Sales & Service, Inc.
Valencia Auto Imports Holding LLC
VALENCIA B. IMPORTS HOLDING, LLC
Valencia B. Imports, Inc.
Valencia Dodge
VALENCIA DODGE HOLDING, LLC
VALENCIA H. IMPORTS HOLDING, LLC
Valencia H. Imports, Inc.
VALLEY CHEVROLET, LLC
VANDERBEEK MOTORS HOLDING, LLC
Vanderbeek Motors, Inc.
Vanderbeek Olds/GMC Truck, Inc.
VANDERBEEK TRUCK HOLDING, LLC
VILLAGE MOTORS, LLC
Vince Wiese Chevrolet, Inc.
VINCE WIESE HOLDING, LLC
W.O. Bankston Nissan, Inc.
WALLACE DODGE, LLC
WALLACE FORD, LLC
WALLACE LINCOLN-MERCURY, LLC
WALLACE NISSAN, LLC
Webb Automotive Group, Inc.
West Colorado Motors, LLC
West Colton Cars, Inc.
West Side Motors, Inc.
Westgate Chevrolet GP, LLC
Westgate Chevrolet, Ltd.
Westmont A. Imports, Inc.
Westmont B. Imports, Inc.
Westmont M. Imports, Inc.
Woody Capital Investment Company II
Woody Capital Investment Company III
Working Man’s Credit Plan, Inc.
Schedule II
Corporate and Limited Liability Company Statutes
Alabama Business Corporation Law, 2 Corporation Statutes (Wolters Kluwer Law & Bus.).
Arizona Business Corporation Act, 2 Corporation Statutes (Wolters Kluwer Law & Bus.).
Arizona Limited Liability Company Act, 2 Limited Liability Entities State-By-State Guide to LLCs, LLPs and LPs (Wolters Kluwer Law & Bus.).
California General Corporation Law, 2 Corporation Statutes (Wolters Kluwer Law & Bus.).
Colorado Business Corporation Act, 2 Corporation Statutes (Wolters Kluwer Law & Bus.).
Colorado Limited Liability Company Act, 2 Limited Liability Entities State-By-State Guide to LLCs, LLPs and LPs (Wolters Kluwer Law & Bus.).
Delaware General Corporation Law, 3 Corporation Statutes (Wolters Kluwer Law & Bus.).
Delaware Limited Liability Company Act, 3 Limited Liability Entities State-By-State Guide to LLCs, LLPs and LPs (Wolters Kluwer Law & Bus.).
Florida Business Corporation Act, 3 Corporation Statutes (Wolters Kluwer Law & Bus.).
Georgia Business Corporation Code, 3 Corporation Statutes (Wolters Kluwer Law & Bus.).
Illinois Business Corporation Act, 3 Corporation Statutes (Wolters Kluwer Law & Bus.).
Maryland General Corporation Law, 4 Corporation Statutes (Wolters Kluwer Law & Bus.).
Michigan Business Corporation Act, 5 Corporation Statutes (Wolters Kluwer Law & Bus.).
Minnesota Business Corporation Act, 5 Corporation Statutes (Wolters Kluwer Law & Bus.).
Nevada General Corporation Law, 6 Corporation Statutes (Wolters Kluwer Law & Bus.).
North Carolina Business Corporation Act, 6 Corporation Statutes (Wolters Kluwer Law & Bus.).
Ohio General Corporation Law, 7 Corporation Statutes (Wolters Kluwer Law & Bus.).
Ohio Limited Liability Company Act, 7 Limited Liability Entities State-By-State Guide to LLCs, LLPs and LPs (Wolters Kluwer Law & Bus.).
Tennessee Business Corporation Act, 7 Corporation Statutes (Wolters Kluwer Law & Bus.).
Texas Business Corporation Act, 8 Corporation Statutes (Wolters Kluwer Law & Bus.).
Texas Limited Liability Company Law, 9 Limited Liability Entities State-By-State Guide to LLCs, LLPs and LPs (Wolters Kluwer Law & Bus.).
Virginia Stock Corporation Act, 8 Corporation Statutes (Wolters Kluwer Law & Bus.).
Washington Business Corporation Act, 8 Corporation Statutes (Wolters Kluwer Law & Bus.).
Wyoming Limited Liability Company Act, 10 Limited Liability Entities State-By-State Guide to LLCs, LLPs and LPs (Wolters Kluwer Law & Bus.).
Schedule III
Limited Partnership Statutes
California Uniform Limited Partnership Act of 2008, 2 Limited Liability Entities State-By-State Guide to LLCs, LLPs and LPs (Wolters Kluwer Law & Bus.).
Delaware Revised Uniform Limited Partnership Act, 3 Limited Liability Entities State-By-State Guide to LLCs, LLPs and LPs (Wolters Kluwer Law & Bus.).
Florida Revised Uniform Limited Partnership Act of 2005, 3 Limited Liability Entities State-By-State Guide to LLCs, LLPs and LPs (Wolters Kluwer Law & Bus.).
Georgia Revised Uniform Limited Partnership Act, 3 Limited Liability Entities State-By-State Guide to LLCs, LLPs and LPs (Wolters Kluwer Law & Bus.).
Illinois Uniform Limited Partnership Act (2001), 4 Limited Liability Entities State-By-State Guide to LLCs, LLPs and LPs (Wolters Kluwer Law & Bus.).
Texas Limited Partnership Law, 9 Limited Liability Entities State-By-State Guide to LLCs, LLPs and LPs (Wolters Kluwer Law & Bus.).
Schedule IV
General Partnership Statutes
Colorado Uniform Partnership Act 1997, 2 Limited Liability Entities State-By-State Guide to LLCs, LLPs and LPs (Wolters Kluwer Law & Bus.).
Delaware Revised Uniform Partnership Act, 3 Limited Liability Entities State-By-State Guide to LLCs, LLPs and LPs (Wolters Kluwer Law & Bus.).
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors
AutoNation, Inc.:
We consent to the use of our reports with respect to the consolidated financial statements and the effectiveness of internal control over financial reporting incorporated by reference herein and to the reference to our firm under the heading “Experts” in the prospectus.
/s/ KPMG LLP
February 13, 2014
Fort Lauderdale, Florida
Certified Public Accountants
Exhibit 25.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)
WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
| A National Banking Association | 94-1347393 | |
| (Jurisdiction of incorporation or organization if not a U.S. national bank) |
(I.R.S. Employer Identification No.) | |
| 101 North Phillips Avenue | ||
| Sioux Falls, South Dakota | 57104 | |
| (Address of principal executive offices) | (Zip code) | |
Wells Fargo & Company
Law Department, Trust Section
MAC N9305-175
Sixth Street and Marquette Avenue, 17th Floor
Minneapolis, Minnesota 55479
(612) 667-4608
(Name, address and telephone number of agent for service)
AutoNation, Inc.
(Exact name of obligor as specified in its charter)
See Table of additional registrants
| Delaware | 73-1105145 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| 200 SW 1st Ave Fort Lauderdale, FL |
33301 | |
| (Address of principal executive offices) | (Zip code) | |
Debt Securities
(Title of the indenture securities)
TABLE OF ADDITIONAL REGISTRANTS
| Exact name of additional registrant as specified in its charter | State or Other Incorporation or |
IRS Employer Identification Number | ||
| 7 ROD REAL ESTATE NORTH, A Limited Liability Company |
Wyoming | 84-1167321 | ||
| 7 ROD REAL ESTATE SOUTH, A Limited Liability Company |
Wyoming | 84-1167320 | ||
| Abraham Chevrolet-Miami, Inc. |
Delaware | 65-0802822 | ||
| Abraham Chevrolet-Tampa, Inc. |
Delaware | 65-0802820 | ||
| ACER Fiduciary, Inc. |
Delaware | 65-0945065 | ||
| AL MAROONE FORD, LLC |
Delaware | 65-0944227 | ||
| Albert Berry Motors, Inc. |
Texas | 74-1487498 | ||
| Allison Bavarian |
California | 94-2707588 | ||
| ALLISON BAVARIAN HOLDING, LLC |
Delaware | 20-5224408 | ||
| ALL-STATE RENT A CAR, INC. |
Nevada | 88-0143152 | ||
| American Way Motors, Inc. |
Tennessee | 62-1333714 | ||
| AN CADILLAC OF WPB, LLC |
Delaware | 35-2234609 | ||
| AN Central Region Management, LLC |
Delaware | 01-0756957 | ||
| AN Chevrolet - Arrowhead, Inc. |
Delaware | 91-1933520 | ||
| AN CJ VALENCIA, INC. |
Delaware | 20-2859034 | ||
| AN COLLISION CENTER OF ADDISON, INC. |
Delaware | 75-1053127 | ||
| AN Collision Center of Las Vegas, Inc. |
Nevada | 88-0168433 | ||
| AN COLLISION CENTER OF NORTH HOUSTON, INC. |
Delaware | 26-3118395 | ||
| AN Collision Center of Tempe, Inc. |
Delaware | 86-0928952 | ||
| AN CORPORATE MANAGEMENT PAYROLL CORP. |
Delaware | 26-3725783 | ||
| AN Corpus Christi Chevrolet, LP |
Texas | 32-0031564 | ||
| AN Corpus Christi GP, LLC |
Delaware | 32-0031563 | ||
| AN Corpus Christi Imports Adv. GP, LLC |
Delaware | 90-0080282 | ||
| AN Corpus Christi Imports Adv., LP |
Texas | 90-0080295 | ||
| AN Corpus Christi Imports GP, LLC |
Delaware | 27-0041420 | ||
| AN Corpus Christi Imports II GP, LLC |
Delaware | 27-0041425 | ||
| AN Corpus Christi Imports II, LP |
Texas | 32-0031566 | ||
| AN Corpus Christi Imports, LP |
Texas | 32-0031567 | ||
| AN CORPUS CHRISTI MOTORS, INC. |
Delaware | 20-5547917 | ||
| AN Corpus Christi T. Imports GP, LLC |
Delaware | 27-0041422 | ||
| AN Corpus Christi T. Imports, LP |
Texas | 13-4214051 | ||
| AN County Line Ford, Inc. |
Texas | 75-1687008 | ||
| AN Dealership Holding Corp. |
Florida | 65-0608572 | ||
| AN F. Imports of Atlanta, LLC |
Delaware | 57-1174466 | ||
| AN F. Imports of Hawthorne Holding, LLC |
Delaware | 65-0944669 | ||
| AN F. Imports of Hawthorne, LLC |
Delaware | 65-1040982 | ||
| AN F. Imports of North Denver, LLC |
Delaware | 52-2124965 | ||
| AN F. Imports of North Phoenix, Inc. |
Delaware | 86-0928953 | ||
| AN F. Imports of Roseville Holding, LLC |
Delaware | 20-5226908 | ||
| AN F. Imports of Roseville, Inc. |
Delaware | 76-0489587 | ||
| AN F. Imports of Seattle, Inc. |
Delaware | 84-1491657 | ||
| AN F. Imports of Sterling, LLC |
Delaware | 52-2135875 | ||
| AN Florida Region Management, LLC |
Delaware | 52-2135867 | ||
| AN Fort Myers Imports, LLC |
Delaware | 65-0944636 | ||
| AN Fremont Luxury Imports, Inc. |
Delaware | 86-0928954 | ||
| AN H. Imports of Atlanta, LLC |
Delaware | 35-2229690 | ||
| AN IMPORTS OF FT. LAUDERDALE, INC. |
Delaware | 20-5147883 | ||
| AN Imports of Seattle, Inc. |
Delaware | 65-0978211 | ||
| AN IMPORTS OF SPOKANE, INC. |
Delaware | 26-4461138 | ||
| AN Imports of Stevens Creek Holding, LLC |
Delaware | 20-5226306 | ||
| AN Imports of Stevens Creek Inc. |
Delaware | 52-2119516 | ||
| AN Imports on Weston Road, Inc. |
Florida | 59-1968718 | ||
| AN LUXURY IMPORTS GP, LLC |
Delaware | 90-0121570 | ||
| AN LUXURY IMPORTS HOLDING, LLC |
Delaware | 20-5682480 | ||
| AN Luxury Imports of Coconut Creek, Inc. |
Delaware | 86-0928950 | ||
| AN Luxury Imports of Marietta, LLC |
Delaware | 65-0964278 | ||
| AN LUXURY IMPORTS OF PALM BEACH, INC. |
Delaware | 20-8671889 | ||
| AN LUXURY IMPORTS OF PEMBROKE PINES, INC. |
Delaware | 22-3869449 | ||
| AN Luxury Imports of Phoenix, Inc. |
Delaware | 26-4461301 | ||
| AN LUXURY IMPORTS OF SAN DIEGO, INC. |
Delaware | 20-5682367 | ||
| AN Luxury Imports of Sanford, LLC |
Delaware | 65-0952134 | ||
| AN Luxury Imports of Sarasota, Inc. |
Delaware | 20-0551681 | ||
| AN LUXURY IMPORTS OF SPOKANE, INC. |
Delaware | 27-1210937 | ||
| AN Luxury Imports of Tucson, Inc. |
Delaware | 26-1182858 | ||
| AN Luxury Imports, Ltd. |
Texas | 90-0121575 | ||
| AN Motors of Brooksville, Inc. |
Florida | 59-2690846 | ||
| AN MOTORS OF DALLAS, INC. |
Delaware | 26-1769977 |
| Exact name of additional registrant as specified in its charter | State or Other Incorporation or |
IRS Employer Identification Number | ||
| AN MOTORS OF DELRAY BEACH, INC. |
Delaware | 20-1405067 | ||
| AN Motors of Englewood, Inc. |
Delaware | 36-2804667 | ||
| AN Motors of Memphis, Inc. |
Tennessee | 62-1038471 | ||
| AN MOTORS OF SCOTTSDALE, LLC |
Delaware | 52-2102864 | ||
| AN Pontiac GMC Houston North GP, LLC |
Delaware | 16-1641915 | ||
| AN Pontiac GMC Houston North, LP |
Texas | 13-4214055 | ||
| AN Seattle Motors, Inc. |
Delaware | 91-1197824 | ||
| AN SUBARU MOTORS, INC. |
Delaware | 20-5685964 | ||
| AN T. Imports of Atlanta, LLC |
Delaware | 47-0922628 | ||
| AN Texas Region Management, Ltd. |
Texas | 02-0654987 | ||
| AN Tucson Imports, LLC |
Delaware | 52-2102866 | ||
| AN Valencia Auto Imports, Inc. |
Delaware | 35-2437399 | ||
| AN West Central Region Management, LLC |
Delaware | 02-0654986 | ||
| AN Western Region Management, LLC |
Delaware | 01-0756952 | ||
| AN/CF Acquisition Corp. |
Delaware | 65-0927849 | ||
| AN/GMF, Inc. |
Delaware | 36-3087611 | ||
| AN/KPBG Motors, Inc. |
Washington | 91-1739519 | ||
| AN/MF Acquisition Corp. |
Delaware | 65-0961375 | ||
| AN/MNI Acquisition Corp. |
Delaware | 65-1024377 | ||
| AN/PF Acquisition Corp. |
Delaware | 65-0927848 | ||
| Anderson Chevrolet |
California | 94-1503305 | ||
| Anderson Chevrolet Los Gatos, Inc. |
California | 77-0262368 | ||
| Anderson Cupertino, Inc. |
California | 65-0770033 | ||
| Appleway Chevrolet, Inc. |
Washington | 91-0538143 | ||
| Atrium Restaurants, Inc. |
Florida | 59-2424477 | ||
| Auto Ad Agency, Inc. |
Maryland | 52-1295158 | ||
| AUTO CAR HOLDING, LLC |
Delaware | 20-5225856 | ||
| Auto Car, Inc. |
California | 68-0129623 | ||
| Auto Company VI, Inc. |
Delaware | 45-4496998 | ||
| Auto Company VII, Inc. |
Delaware | 45-4497100 | ||
| Auto Company VIII, Inc. |
Delaware | 45-4497147 | ||
| Auto Company IX, Inc. |
Delaware | 45-4497193 | ||
| Auto Company X, Inc. |
Delaware | 45-4497466 | ||
| Auto Company XI, Inc. |
Delaware | 45-4497510 | ||
| Auto Company XII, Inc. |
Delaware | 45-4497553 | ||
| Auto Company XIII, Inc. |
Delaware | 45-4497721 | ||
| Auto Company XIV, Inc. |
Delaware | 45-4497604 | ||
| Auto Company XVI, Inc. |
Delaware | 46-4538029 | ||
| Auto Company XVII, Inc. |
Delaware | 46-4541217 | ||
| Auto Company XVIII, Inc. |
Delaware | 46-4541298 | ||
| Auto Company XIX, Inc. |
Delaware | 46-4541407 | ||
| Auto Company XX, Inc. |
Delaware | 46-4541484 | ||
| Auto Company XXI, Inc. |
Delaware | 46-4541577 | ||
| Auto Company XXII, Inc. |
Delaware | 46-4541640 | ||
| Auto Company XXIII, Inc. |
Delaware | 46-4541717 | ||
| Auto Company XXIV, Inc. |
Delaware | 46-4541840 | ||
| Auto Company XXV, Inc. |
Delaware | 46-4541976 | ||
| Auto Company XXVI, Inc. |
Delaware | 46-4542058 | ||
| Auto Company XXVII, Inc. |
Delaware | 46-4542110 | ||
| Auto Company XXVIII, Inc. |
Delaware | 46-4542327 | ||
| Auto Company XXIX, Inc. |
Delaware | 46-4551856 | ||
| Auto Company XXX, Inc. |
Delaware | 46-4551989 | ||
| Auto Company XXXI, Inc. |
Delaware | 46-4552034 | ||
| Auto Company XXXII, Inc. |
Delaware | 46-4552448 | ||
| Auto Company XXXIII, Inc. |
Delaware | 46-4552813 | ||
| Auto Company XXXIV, Inc. |
Delaware | 46-4552876 | ||
| Auto Company XXXV, Inc. |
Delaware | 46-4552919 | ||
| Auto Company XXXVI, Inc. |
Delaware | 46-4552973 | ||
| Auto Company XXXVII, Inc. |
Delaware | 46-4553033 | ||
| Auto Company XXXVIII, Inc. |
Delaware | 46-4553097 | ||
| Auto Company XXXIX, Inc. |
Delaware | 46-4553176 | ||
| Auto Company XL, Inc. |
Delaware | 46-4564206 | ||
| Auto Company XLI, Inc. |
Delaware | 46-4564729 | ||
| Auto Company XLII, Inc. |
Delaware | 46-4564833 | ||
| Auto Company XLIII, Inc. |
Delaware | 46-4565019 | ||
| Auto Company XLIV, Inc. |
Delaware | 46-4565133 | ||
| Auto Company XLV, Inc. |
Delaware | 46-4565251 | ||
| Auto Dealership III, LLC |
Delaware | 45-4503383 | ||
| Auto Dealership IV, LLC |
Delaware | 45-4503422 | ||
| Auto Dealership V, LLC |
Delaware | 45-4503462 | ||
| Auto Dealership VI, LLC |
Delaware | 45-4503772 | ||
| Auto Dealership VII, LLC |
Delaware | 45-4503837 | ||
| Auto Dealership VIII, LLC |
Delaware | 45-4503899 | ||
| Auto Dealership IX, LLC |
Delaware | 45-4503953 | ||
| Auto Dealership X, LLC |
Delaware | 45-4504002 | ||
| Auto Dealership XI, LLC |
Delaware | 45-4504161 | ||
| Auto Dealership XII, LLC |
Delaware | 45-4504914 | ||
| Auto Dealership XIII, LLC |
Delaware | 45-4504984 | ||
| Auto Dealership XIV, LLC |
Delaware | 45-4505030 | ||
| Auto Dealership XV, LLC |
Delaware | 45-4505078 | ||
| Auto Dealership XVI, LLC |
Delaware | 46-4537858 |
| Exact name of additional registrant as specified in its charter | State or Other Incorporation or |
IRS Employer Identification Number | ||
| Auto Dealership XVII, LLC |
Delaware | 46-4553266 | ||
| Auto Dealership XVIII, LLC |
Delaware | 46-4571435 | ||
| Auto Dealership XIX, LLC |
Delaware | 46-4582474 | ||
| Auto Dealership XX, LLC |
Delaware | 46-4598610 | ||
| Auto Dealership XXI, LLC |
Delaware | 46-4611681 | ||
| Auto Dealership XXII, LLC |
Delaware | 46-4640265 | ||
| Auto Dealership XXIII, LLC |
Delaware | 46-4657168 | ||
| Auto Dealership XXIV, LLC |
Delaware | 46-4667987 | ||
| Auto Dealership XXV, LLC |
Delaware | 46-4705830 | ||
| Auto Dealership XXVI, LLC |
Delaware | 46-4733662 | ||
| Auto Dealership XXVII, LLC |
Delaware | 46-4756234 | ||
| Auto Dealership XXVIII, LLC |
Delaware | 46-4800106 | ||
| Auto Dealership XXIX, LLC |
Delaware | 46-4813183 | ||
| Auto Dealership XXX, LLC |
Delaware | 46-4816671 | ||
| AUTO HOLDING, LLC |
Delaware | 52-2107831 | ||
| AUTO MISSION HOLDING, LLC |
Delaware | 20-5226182 | ||
| Auto Mission Ltd. |
California | 94-3141091 | ||
| Auto West, Inc. |
California | 94-2946518 | ||
| Autohaus Holdings, Inc. |
Delaware | 80-0052569 | ||
| AutoNation Benefits Company, Inc. |
Florida | 34-1135160 | ||
| AutoNation Corporate Management, LLC |
Delaware | 22-3850167 | ||
| Pembroke Motors, Inc. |
Delaware | 65-0948962 | ||
| AutoNation Enterprises Incorporated |
Florida | 65-0608578 | ||
| AUTONATION FINANCIAL SERVICES, LLC |
Delaware | 65-0725080 | ||
| AutoNation Fort Worth Motors, Ltd. |
Texas | 65-1152832 | ||
| AutoNation GM GP, LLC |
Delaware | 65-0944592 | ||
| AutoNation Holding Corp. |
Delaware | 65-0723604 | ||
| AutoNation Imports of Katy GP, LLC |
Delaware | 56-2307537 | ||
| AutoNation Imports of Katy, L.P. |
Texas | 65-0957160 | ||
| AutoNation Imports of Lithia Springs, LLC |
Delaware | 65-1003051 | ||
| AutoNation Imports of Longwood, Inc. |
Delaware | 65-1032195 | ||
| AutoNation Imports of Palm Beach, Inc. |
Delaware | 65-1102140 | ||
| AutoNation Imports of Winter Park, Inc. |
Delaware | 65-1032110 | ||
| AutoNation Motors Holding Corp. |
Delaware | 65-1132563 | ||
| AutoNation Motors of Lithia Springs, Inc. |
Delaware | 65-1002966 | ||
| AutoNation North Texas Management GP, LLC |
Delaware | 33-1037931 | ||
| AutoNation Northwest Management, LLC |
Delaware | 01-0756954 | ||
| AutoNation Orlando Venture Holdings, Inc. |
Delaware | 65-1137521 | ||
| AutoNation Realty Corporation |
Delaware | 65-0711536 | ||
| AutoNation USA of Perrine, Inc. |
Delaware | 65-0899807 | ||
| AUTONATION V. IMPORTS OF DELRAY BEACH, LLC |
Delaware | 36-4558039 | ||
| AutoNationDirect.com, Inc. |
Delaware | 65-0945066 | ||
| Bankston Auto, Inc. |
Texas | 75-1336358 | ||
| Bankston Chrysler Jeep of Frisco, L.P. |
Texas | 65-1052692 | ||
| Bankston CJ GP, LLC |
Delaware | 56-2307538 | ||
| BANKSTON FORD OF FRISCO, LTD.CO. |
Texas | 75-2529822 | ||
| Bankston Nissan in Irving, Inc. |
Texas | 75-1325663 | ||
| Bankston Nissan Lewisville GP, LLC |
Delaware | 73-1670796 | ||
| Bankston Nissan Lewisville, Ltd. |
Texas | 06-1699681 | ||
| Bargain Rent-A-Car |
California | 95-3821161 | ||
| Batfish, LLC |
Colorado | 84-1261352 | ||
| BBCSS, Inc. |
Arizona | 58-2434441 | ||
| Beach City Chevrolet Company, Inc. |
California | 95-1879646 | ||
| BEACH CITY HOLDING, LLC |
Delaware | 20-5226233 | ||
| Beacon Motors, Inc. |
Florida | 65-0582254 | ||
| Bellevue Automotive, Inc. |
Delaware | 94-3009590 | ||
| Bell Motors, LLC |
Delaware | 52-2102862 | ||
| BENGAL MOTOR COMPANY, LTD. |
Florida | 59-2985277 | ||
| Bengal Motors, Inc. |
Florida | 65-0165367 | ||
| Bill Ayares Chevrolet, LLC |
Delaware | 47-0922618 | ||
| BLEDSOE DODGE, LLC |
Delaware | 65-0944613 | ||
| Bob Townsend Ford, Inc. |
Delaware | 31-0669965 | ||
| Body Shop Holding Corp. |
Delaware | 52-2124065 | ||
| BOSC Automotive Realty, Inc. |
Delaware | 38-3262849 | ||
| Brown & Brown Chevrolet - Superstition Springs, LLC |
Arizona | 86-0904747 | ||
| Brown & Brown Chevrolet, Inc. |
Arizona | 86-0128003 | ||
| Brown & Brown Nissan Mesa, L.L.C. |
Arizona | 86-0795376 | ||
| Brown & Brown Nissan, Inc. |
Arizona | 86-0677220 | ||
| BUICK MART LIMITED PARTNERSHIP |
Georgia | 88-0377744 | ||
| BULL MOTORS, LLC |
Delaware | 65-0944614 | ||
| C. Garrett, Inc. |
Colorado | 84-1264053 | ||
| CARLISLE MOTORS, LLC |
Delaware | 65-0944616 | ||
| CARWELL HOLDING, LLC |
Delaware | 20-5224795 | ||
| CARWELL, LLC |
Delaware | 65-0944617 | ||
| Centennial Automotive, LLC |
Delaware | 65-0944626 | ||
| CERRITOS BODY WORKS HOLDING, LLC |
Delaware | 20-5225440 |
| Exact name of additional registrant as specified in its charter | State or Other Incorporation or |
IRS Employer Identification Number | ||
| Cerritos Body Works, Inc. |
California | 33-0374316 | ||
| CHAMPION CHEVROLET HOLDING, LLC |
Delaware | 20-5224897 | ||
| CHAMPION CHEVROLET, LLC |
Delaware | 65-0944618 | ||
| Champion Ford, Inc. |
Texas | 76-0171196 | ||
| Charlie Hillard, Inc. |
Texas | 75-0922515 | ||
| Charlie Thomas Chevrolet GP, LLC |
Delaware | 73-1670803 | ||
| Charlie Thomas Chevrolet, Ltd. |
Texas | 20-0058033 | ||
| Charlie Thomas Chrysler-Plymouth, Inc. |
Texas | 76-0010351 | ||
| Charlie Thomas’ Courtesy GP, LLC |
Delaware | 73-1670811 | ||
| Charlie Thomas Courtesy Leasing, Inc. |
Texas | 74-1850452 | ||
| Charlie Thomas F. GP, LLC |
Delaware | 33-1062335 | ||
| Charlie Thomas Ford, Ltd. |
Texas | 20-0058561 | ||
| Charlie Thomas’ Courtesy Ford, Ltd. |
Texas | 06-1699682 | ||
| CHESROWN AUTO, LLC |
Delaware | 65-0944619 | ||
| CHESROWN CHEVROLET, LLC |
Delaware | 65-0944620 | ||
| Chesrown Collision Center, Inc. |
Colorado | 84-1358588 | ||
| Chesrown Ford, Inc. |
Colorado | 84-1164224 | ||
| Chevrolet World, Inc. |
Florida | 59-2216673 | ||
| Chuck Clancy Ford of Marietta, LLC |
Delaware | 47-0922626 | ||
| CJ VALENCIA HOLDING, LLC |
Delaware | 20-5226043 | ||
| Coastal Cadillac, Inc. |
Florida | 59-3023188 | ||
| Consumer Car Care Corporation |
Tennessee | 62-1151481 | ||
| Contemporary Cars, Inc. |
Florida | 59-1635976 | ||
| Cook-Whitehead Ford, Inc. |
Florida | 59-1165955 | ||
| Corporate Properties Holding, Inc. |
Delaware | 65-0948961 | ||
| Corpus Christi Collision Center, Inc. |
Delaware | 45-4496075 | ||
| COSTA MESA CARS HOLDING, LLC |
Delaware | 20-5226339 | ||
| Costa Mesa Cars, Inc. |
California | 33-0626084 | ||
| Courtesy Auto Group, Inc. |
Florida | 59-2360236 | ||
| Courtesy Broadway, LLC |
Colorado | 20-5417194 | ||
| Covington Pike Motors, Inc. |
Tennessee | 58-1366612 | ||
| CT Intercontinental GP, LLC |
Delaware | 33-1062337 | ||
| CT Intercontinental, Ltd. |
Texas | 20-0057835 | ||
| CT Motors, Inc. |
Texas | 76-0387042 | ||
| D/L Motor Company |
Florida | 59-3237877 | ||
| Deal Dodge of Des Plaines, Inc. |
Illinois | 36-3862968 | ||
| Dealership Properties, Inc. |
Nevada | 74-2869002 | ||
| Dealership Realty Corporation |
Texas | 76-0218062 | ||
| Desert Buick-GMC Trucks, L.L.C. |
Delaware | 52-2102859 | ||
| Desert Chrysler-Plymouth, Inc. |
Delaware | 88-0121640 | ||
| Desert Dodge, Inc. |
Nevada | 88-0227814 | ||
| Desert GMC, L.L.C. |
Delaware | 52-2102860 | ||
| Dobbs Ford of Memphis, Inc. |
Delaware | 65-1065025 | ||
| Dobbs Ford, Inc. |
Florida | 59-1584177 | ||
| Dobbs Mobile Bay, Inc. |
Alabama | 62-1196110 | ||
| Dobbs Motors of Arizona, Inc. |
Arizona | 93-0929951 | ||
| Don Mealey Chevrolet, Inc. |
Florida | 59-1553076 | ||
| Don Mealey Imports, Inc. |
Florida | 59-3099049 | ||
| Don-A-Vee Jeep-Eagle, Inc. |
California | 33-0203778 | ||
| Driver’s Mart Worldwide, Inc. |
Virginia | 38-3275555 | ||
| EASTGATE FORD, INC. |
Ohio | 31-0736141 | ||
| Ed Mullinax Ford, LLC |
Delaware | 57-1174464 | ||
| Edgren Motor Company, Inc. |
California | 94-1561041 | ||
| EDGREN MOTOR HOLDING, LLC |
Delaware | 20-5225254 | ||
| EL MONTE IMPORTS HOLDING, LLC |
Delaware | 20-5226399 | ||
| El Monte Imports, Inc. |
Delaware | 65-0881906 | ||
| EL MONTE MOTORS HOLDING, LLC |
Delaware | 20-5226498 | ||
| El Monte Motors, Inc. |
Delaware | 65-0881905 | ||
| Elmhurst Auto Mall, Inc. |
Illinois | 36-4185090 | ||
| EMICH SUBARU WEST, LLC |
Delaware | 65-0944597 | ||
| Empire Services Agency, Inc. |
Florida | 65-0329882 | ||
| Financial Services GP, LLC |
Delaware | 02-0695729 | ||
| Financial Services, Ltd. |
Texas | 20-0057657 | ||
| First Team Automotive Corp. |
Delaware | 59-3440254 | ||
| First Team Ford of Manatee, Ltd. |
Florida | 59-3446538 | ||
| First Team Ford, Ltd. |
Florida | 59-3366156 | ||
| First Team Jeep Eagle, Chrysler-Plymouth, Ltd. |
Florida | 59-3446556 | ||
| First Team Management, Inc. |
Florida | 59-2714981 | ||
| FIT KIT HOLDING, LLC |
Delaware | 20-5225481 | ||
| Fit Kit, Inc. |
California | 33-0115670 | ||
| Florida Auto Corp. |
Delaware | 65-0837116 | ||
| Ford of Kirkland, Inc. |
Washington | 91-1425985 | ||
| Fox Chevrolet, LLC |
Delaware | 47-0922620 | ||
| Fox Imports, LLC |
Delaware | 47-0922622 | ||
| FOX MOTORS, LLC |
Delaware | 47-0922619 | ||
| Fred Oakley Motors, Inc. |
Delaware | 75-1524534 | ||
| FREMONT LUXURY IMPORTS HOLDING, LLC |
Delaware | 20-5226133 | ||
| Ft. Lauderdale Nissan, Inc. |
Florida | 65-0273822 |
| Exact name of additional registrant as specified in its charter | State or Other Incorporation or |
IRS Employer Identification Number |
||||
| G.B. IMPORT SALES & SERVICE HOLDING, LLC |
Delaware | 20-5224826 | ||||
| G.B. IMPORT SALES & SERVICE, LLC |
Delaware | 65-0944605 | ||||
| GENE EVANS FORD, LLC |
Delaware | 65-0944608 | ||||
| George Sutherlin Nissan, LLC |
Delaware | 47-0922627 | ||||
| Government Boulevard Motors, Inc. |
Alabama | 62-1502108 | ||||
| Gulf Management, Inc. |
Florida | 59-2908603 | ||||
| Hayward Dodge, Inc. |
Delaware | 94-1689551 | ||||
| Hillard Auto Group, Inc. |
Texas | 75-1965005 | ||||
| Hollywood Imports Limited, Inc. |
Florida | 59-2025810 | ||||
| Hollywood Kia, Inc. |
Florida | 65-0619873 | ||||
| HORIZON CHEVROLET, INC. |
Ohio | 34-1245635 | ||||
| HOUSE OF IMPORTS HOLDING, LLC |
Delaware | 20-5226553 | ||||
| House of Imports, Inc. |
California | 95-2498811 | ||||
| Houston Auto M. Imports Greenway, Ltd. |
Texas | 20-0057720 | ||||
| Houston Auto M. Imports North, Ltd. |
Texas | 20-0058197 | ||||
| Houston Imports Greenway GP, LLC |
Delaware | 56-2307542 | ||||
| Houston Imports North GP, LLC |
Delaware | 56-2307540 | ||||
| IRVINE IMPORTS HOLDING, LLC |
Delaware | 20-5225601 | ||||
| Irvine Imports, Inc. |
California | 33-0374310 | ||||
| IRVINE TOYOTA/NISSAN/VOLVO LIMITED PARTNERSHIP |
Georgia | 88-0377749 | ||||
| JEMAUTCO, INC. |
Ohio | 31-1153168 | ||||
| JERRY GLEASON CHEVROLET, INC. |
Illinois | 36-2840037 | ||||
| Jerry Gleason Dodge, Inc. |
Illinois | 36-4074146 | ||||
| Jim Quinlan Chevrolet Co. |
Delaware | 59-1055603 | ||||
| Joe MacPherson Ford |
California | 33-0180618 | ||||
| Joe MacPherson Imports No. I |
California | 33-0745137 | ||||
| Joe MacPherson Infiniti |
California | 33-0127306 | ||||
| JOE MACPHERSON INFINITI HOLDING, LLC |
Delaware | 20-5224941 | ||||
| JOE MACPHERSON OLDSMOBILE |
California | 33-0293599 | ||||
| JOHN M. LANCE FORD, LLC |
Delaware | 65-0944184 | ||||
| J-R Advertising Company |
Colorado | 84-1177523 | ||||
| J-R Motors Company North |
Colorado | 84-1167355 | ||||
| J-R Motors Company South |
Colorado | 84-1167319 | ||||
| JRJ Investments, Inc. |
Nevada | 88-0199942 | ||||
| Kenyon Dodge, Inc. |
Florida | 59-0479520 | ||||
| King’s Crown Ford, Inc. |
Delaware | 59-2018826 | ||||
| Kirkland Motors, Inc. |
Delaware | 45-4496937 | ||||
| L.P. Evans Motors WPB, Inc. |
Florida | 59-0684221 | ||||
| L.P. Evans Motors, Inc. |
Florida | 59-0601584 | ||||
| Lance Children, Inc. |
Ohio | 34-1789728 | ||||
| Leesburg Imports, LLC |
Delaware | 06-1712528 | ||||
| Leesburg Motors, LLC |
Delaware | 06-1712525 | ||||
| Les Marks Chevrolet, Inc. |
Texas | 76-0375065 | ||||
| Lew Webb’s Ford, Inc. |
California | 33-0677560 | ||||
| LEW WEBB’S IRVINE NISSAN HOLDING, LLC |
Delaware | 20-5225321 | ||||
| Lew Webb’s Irvine Nissan, Inc. |
California | 33-0374313 | ||||
| Lewisville Imports GP, LLC |
Delaware | 16-1640974 | ||||
| Lewisville Imports, Ltd. |
Texas | 06-1647785 | ||||
| Lot 4 Real Estate Holdings, LLC |
Delaware | 32-0103034 | ||||
| Luxury Orlando Imports, Inc. |
Delaware | 45-4496251 | ||||
| MacHoward Leasing |
California | 95-2267692 | ||||
| MACHOWARD LEASING HOLDING, LLC |
Delaware | 20-5224996 | ||||
| MacPherson Enterprises, Inc. |
California | 95-2706038 | ||||
| Magic Acquisition Corp. |
Delaware | 65-0711428 | ||||
| MAGIC ACQUISITION HOLDING, LLC |
Delaware | 20-5226582 | ||||
| Maitland Luxury Imports, Inc. |
Delaware | 45-4497658 | ||||
| Marks Family Dealerships, Inc. |
Texas | 74-1405873 | ||||
| Marks Transport, Inc. |
Texas | 76-0444883 | ||||
| Maroone Chevrolet Ft. Lauderdale, Inc. |
Florida | 65-0721018 | ||||
| MAROONE CHEVROLET, LLC |
Delaware | 65-0944183 | ||||
| MAROONE DODGE, LLC |
Delaware | 65-0944181 | ||||
| MAROONE FORD, LLC |
Delaware | 65-0944179 | ||||
| Maroone Management Services, Inc. |
Florida | 65-0721017 | ||||
| MC/RII, LLC |
Ohio | 31-1751162 | ||||
| Mealey Holdings, Inc. |
Florida | 59-3280283 | ||||
| Metro Chrysler Jeep, Inc. |
Florida | 59-3002195 | ||||
| Midway Chevrolet, Inc. |
Texas | 75-1631858 | ||||
| Mike Hall Chevrolet, Inc. |
Delaware | 74-1940031 | ||||
| Mike Shad Chrysler Plymouth Jeep Eagle, Inc. |
Florida | 65-0731779 | ||||
| Mike Shad Ford, Inc. |
Florida | 65-0730472 | ||||
| MILLER-SUTHERLIN AUTOMOTIVE, LLC |
Delaware | 65-0944177 | ||||
| Mission Blvd. Motors, Inc. |
California | 94-3179908 | ||||
| MR. WHEELS HOLDING, LLC |
Delaware | 20-5225351 | ||||
| Mr. Wheels, Inc. |
California | 95-3050274 | ||||
| Exact name of additional registrant as specified in its charter | State or Other Incorporation or |
IRS Employer Identification Number |
||||
| Mullinax East, LLC |
Delaware | 57-1174463 | ||||
| MULLINAX FORD NORTH CANTON, INC. |
Ohio | 34-1706005 | ||||
| Mullinax Ford South, Inc. |
Florida | 59-2745619 | ||||
| Mullinax Lincoln-Mercury, Inc. |
Delaware | 34-1555317 | ||||
| Mullinax Used Cars, Inc. |
Ohio | 34-1663489 | ||||
| Naperville Imports, Inc. |
Delaware | 65-1151451 | ||||
| NEWPORT BEACH CARS HOLDING, LLC |
Delaware | 20-5224604 | ||||
| NEWPORT BEACH CARS, LLC |
Delaware | 65-0944175 | ||||
| Nichols Ford, Ltd. |
Texas | 20-0057609 | ||||
| Nichols GP, LLC |
Delaware | 33-1062338 | ||||
| Nissan of Brandon, Inc. |
Florida | 59-2872723 | ||||
| Northpoint Chevrolet, LLC |
Delaware | 47-0922630 | ||||
| Northwest Financial Group, Inc. |
Washington | 91-1666832 | ||||
| Ontario Dodge, Inc. |
California | 33-0380793 | ||||
| Oxnard Venture Holdings, Inc. |
Delaware | 26-3454865 | ||||
| Payton-Wright Ford Sales, Inc. |
Texas | 75-1231297 | ||||
| Peyton Cramer Automotive |
California | 33-0612289 | ||||
| PEYTON CRAMER AUTOMOTIVE HOLDING, LLC |
Delaware | 20-5226609 | ||||
| PEYTON CRAMER F. HOLDING, LLC |
Delaware | 20-5225040 | ||||
| Peyton Cramer Ford |
California | 95-3410394 | ||||
| Peyton Cramer Infiniti |
California | 33-0567152 | ||||
| PEYTON CRAMER INFINITI HOLDING, LLC |
Delaware | 20-5226653 | ||||
| Peyton Cramer Jaguar |
California | 33-0567150 | ||||
| Peyton Cramer Lincoln-Mercury |
California | 33-0679879 | ||||
| PEYTON CRAMER LM HOLDING, LLC |
Delaware | 20-5224570 | ||||
| Pierce Automotive Corporation |
Arizona | 86-0811184 | ||||
| PIERCE, LLC |
Delaware | 65-0944638 | ||||
| Pitre Chrysler-Plymouth-Jeep of Scottsdale, Inc. |
Delaware | 86-0928955 | ||||
| Plains Chevrolet GP, LLC |
Delaware | 06-1699677 | ||||
| Plains Chevrolet, Ltd. |
Texas | 20-0058622 | ||||
| PMWQ, Inc. |
Nevada | 75-2748417 | ||||
| PMWQ, Ltd. |
Texas | 75-2748419 | ||||
| Port City Imports, Inc. |
Texas | 74-2403712 | ||||
| Prime Auto Resources, Inc. |
California | 33-0718037 | ||||
| Quality Nissan GP, LLC |
Delaware | 06-1699678 | ||||
| Quality Nissan, Ltd. |
Texas | 20-0058629 | ||||
| Quinlan Motors, Inc. |
Florida | 59-3268936 | ||||
| R. Coop Limited |
Colorado | 84-1251979 | ||||
| R.L. Buscher II, Inc. |
Colorado | 84-1171763 | ||||
| R.L. Buscher III, Inc. |
Colorado | 84-1171764 | ||||
| Real Estate Holdings, Inc. |
Florida | 65-0789583 | ||||
| Republic DM Property Acquisition Corp. |
Delaware | 52-2099740 | ||||
| Republic Resources Company |
Delaware | 51-0370517 | ||||
| Republic Risk Management Services, Inc. |
Florida | 65-0782124 | ||||
| Resources Aviation, Inc. |
Florida | 65-0858501 | ||||
| RI Merger Corp. |
Colorado | 84-1492421 | ||||
| RI/BB Acquisition Corp. |
Delaware | 52-2127466 | ||||
| RI/BBNM Acquisition Corp. |
Arizona | 86-0914399 | ||||
| RI/BRC Real Estate Corp. |
California | 65-0942312 | ||||
| RI/DM Acquisition Corp. |
Delaware | 52-2099741 | ||||
| RI/Hollywood Nissan Acquisition Corp. |
Delaware | 65-0784675 | ||||
| RI/LLC Acquisition Corp. |
Colorado | 84-1459545 | ||||
| RI/RMC Acquisition GP, LLC |
Delaware | 33-1062340 | ||||
| RI/RMC Acquisition, Ltd. |
Texas | 20-0057572 | ||||
| RI/RMP Acquisition Corp. |
Delaware | 52-2109996 | ||||
| RI/RMT Acquisition GP, LLC |
Delaware | 02-0695720 | ||||
| RI/RMT Acquisition, Ltd. |
Texas | 20-0058111 | ||||
| RI/WFI Acquisition Corporation |
Delaware | 52-2124969 | ||||
| RKR Motors, Inc. |
Florida | 65-0070349 | ||||
| Roseville Motor Corporation |
California | 94-2922942 | ||||
| ROSEVILLE MOTOR HOLDING, LLC |
Delaware | 20-5225195 | ||||
| Sahara Imports, Inc. |
Nevada | 86-0869592 | ||||
| SAHARA NISSAN, INC. |
Nevada | 88-0133547 | ||||
| SAUL CHEVROLET HOLDING, LLC |
Delaware | 20-5224718 | ||||
| SCM Realty, Inc. |
Florida | 59-2640748 | ||||
| SHAMROCK F. HOLDING, LLC |
Delaware | 20-5226693 | ||||
| Shamrock Ford, Inc. |
California | 94-2220473 | ||||
| Six Jays LLC |
Colorado | 84-1364768 | ||||
| SMI MOTORS HOLDING, LLC |
Delaware | 20-5226719 | ||||
| SMI Motors, Inc. |
California | 95-4399082 | ||||
| SMYTHE EUROPEAN HOLDING, LLC |
Delaware | 20-5225929 | ||||
| Smythe European, Inc. |
California | 94-2633163 | ||||
| South Broadway Motors, LLC |
Delaware | 65-0944625 | ||||
| Southwest Motors of Denver, LLC |
Delaware | 65-0944643 | ||||
| SPITFIRE PROPERTIES, INC. |
Florida | 59-2484224 | ||||
| STAR MOTORS, LLC |
Delaware | 65-0944646 | ||||
| Exact name of additional registrant as specified in its charter | State or Other Incorporation or |
IRS Employer Identification Number |
||||
| Steakley Chevrolet GP, LLC |
Delaware | 02-0695725 | ||||
| Steakley Chevrolet, Ltd. |
Texas | 20-0058140 | ||||
| Steeplechase Motor Company |
Texas | 76-0244476 | ||||
| STEVE MOORE CHEVROLET DELRAY, LLC |
Delaware | 65-0944647 | ||||
| STEVE MOORE CHEVROLET, LLC |
Delaware | 65-0944670 | ||||
| Steve Moore’s Buy-Right Auto Center, Inc. |
Florida | 65-0192329 | ||||
| STEVENS CREEK HOLDING, LLC |
Delaware | 20-5225154 | ||||
| Stevens Creek Luxury Imports Holding, LLC |
Delaware | 45-4503334 | ||||
| Stevens Creek Luxury Imports, Inc. |
Delaware | 45-4496303 | ||||
| Stevens Creek Motors, Inc. |
California | 94-3010181 | ||||
| Sunrise Nissan of Jacksonville, Inc. |
Florida | 59-3427446 | ||||
| Sunrise Nissan of Orange Park, Inc. |
Florida | 59-1357686 | ||||
| Sunset Pontiac-GMC Truck South, Inc. |
Florida | 59-3128431 | ||||
| Sunset Pontiac-GMC, Inc. |
Michigan | 38-1919584 | ||||
| Superior Nissan, Inc. |
North Carolina | 62-1306501 | ||||
| SUTHERLIN CHRYSLER-PLYMOUTH JEEP-EAGLE, LLC |
Delaware | 65-0944667 | ||||
| Sutherlin H. Imports, LLC |
Delaware | 47-0922631 | ||||
| Sutherlin Imports, LLC |
Delaware | 65-0944664 | ||||
| SUTHERLIN NISSAN, LLC |
Delaware | 65-0944665 | ||||
| Sutherlin Town Center, Inc. |
Georgia | 58-2241820 | ||||
| Tartan Advertising, Inc. |
California | 33-0191704 | ||||
| Tasha Incorporated |
California | 94-2512050 | ||||
| TAYLOR JEEP EAGLE, LLC |
Delaware | 65-0944662 | ||||
| TERRY YORK MOTOR CARS HOLDING, LLC |
Delaware | 20-5226742 | ||||
| Terry York Motor Cars, Ltd. |
California | 95-3549353 | ||||
| Texan Ford Sales, Ltd. |
Texas | 20-0058068 | ||||
| Texan Ford, Inc. |
Texas | 76-0207034 | ||||
| Texan Sales GP, LLC |
Delaware | 02-0695727 | ||||
| Texas Management Companies LP, LLC |
Delaware | 52-2135873 | ||||
| The Consulting Source, Inc. |
Florida | 59-2183874 | ||||
| The Pierce Corporation II, Inc. |
Arizona | 86-0743383 | ||||
| Tinley Park A. Imports, Inc. |
Delaware | 52-2124968 | ||||
| Tinley Park J. Imports, Inc. |
Delaware | 52-2104777 | ||||
| Tinley Park V. Imports, Inc. |
Delaware | 84-1041105 | ||||
| TORRANCE NISSAN HOLDING, LLC |
Delaware | 20-5224866 | ||||
| TORRANCE NISSAN, LLC |
Delaware | 65-0944661 | ||||
| Tousley Ford, Inc. |
Minnesota | 41-0609970 | ||||
| TOYOTA CERRITOS LIMITED PARTNERSHIP |
Georgia | 88-0377743 | ||||
| Triangle Corporation |
Delaware | 52-2025037 | ||||
| T-West Sales & Service, Inc. |
Nevada | 88-0235466 | ||||
| Valencia Auto Imports Holding LLC |
Delaware | 45-4503286 | ||||
| VALENCIA B. IMPORTS HOLDING, LLC |
Delaware | 20-5225959 | ||||
| Valencia B. Imports, Inc. |
Delaware | 20-0152054 | ||||
| Valencia Dodge |
California | 95-3935812 | ||||
| VALENCIA DODGE HOLDING, LLC |
Delaware | 20-5226772 | ||||
| VALENCIA H. IMPORTS HOLDING, LLC |
Delaware | 20-5226809 | ||||
| Valencia H. Imports, Inc. |
Delaware | 20-0152004 | ||||
| VALLEY CHEVROLET, LLC |
Delaware | 47-0922623 | ||||
| VANDERBEEK MOTORS HOLDING, LLC |
Delaware | 20-5226839 | ||||
| Vanderbeek Motors, Inc. |
California | 94-2494800 | ||||
| Vanderbeek Olds/GMC Truck, Inc. |
California | 68-0072435 | ||||
| VANDERBEEK TRUCK HOLDING, LLC |
Delaware | 20-5373982 | ||||
| VILLAGE MOTORS, LLC |
Delaware | 65-0944660 | ||||
| Vince Wiese Chevrolet, Inc. |
Delaware | 95-2703429 | ||||
| VINCE WIESE HOLDING, LLC |
Delaware | 20-5226871 | ||||
| W.O. Bankston Nissan, Inc. |
Texas | 75-1279211 | ||||
| WALLACE DODGE, LLC |
Delaware | 65-0944659 | ||||
| WALLACE FORD, LLC |
Delaware | 65-0944658 | ||||
| WALLACE LINCOLN-MERCURY, LLC |
Delaware | 65-0944657 | ||||
| WALLACE NISSAN, LLC |
Delaware | 65-0944655 | ||||
| Webb Automotive Group, Inc. |
California | 33-0338459 | ||||
| West Colorado Motors, LLC |
Delaware | 65-0944593 | ||||
| West Colton Cars, Inc. |
California | 77-0428114 | ||||
| West Side Motors, Inc. |
Tennessee | 62-1030139 | ||||
| Westgate Chevrolet GP, LLC |
Delaware | 06-1699676 | ||||
| Westgate Chevrolet, Ltd. |
Texas | 20-0058608 | ||||
| Westmont A. Imports, Inc. |
Delaware | 65-0725800 | ||||
| Westmont B. Imports, Inc. |
Delaware | 65-1151452 | ||||
| Westmont M. Imports, Inc. |
Delaware | 65-1151453 | ||||
| Woody Capital Investment Company II |
Colorado | 84-1167986 | ||||
| Woody Capital Investment Company III |
Colorado | 84-1167988 | ||||
| Working Man’s Credit Plan, Inc. |
Texas | 75-2458731 | ||||
All Additional Registrants have the following principal executive office:
c/o AutoNation, Inc.
200 SW 1st Ave
Fort Lauderdale, Florida 33301
Item 1. General Information. Furnish the following information as to the trustee:
| (a) | Name and address of each examining or supervising authority to which it is subject. |
Comptroller of the Currency
Treasury Department
Washington, D.C.
Federal Deposit Insurance Corporation
Washington, D.C.
Federal Reserve Bank of San Francisco
San Francisco, California 94120
| (b) | Whether it is authorized to exercise corporate trust powers. |
The trustee is authorized to exercise corporate trust powers.
Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.
None with respect to the trustee.
No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.
Item 15. Foreign Trustee. Not applicable.
Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility.
| Exhibit 1. | A copy of the Articles of Association of the trustee now in effect.* | |||
| Exhibit 2. | A copy of the Comptroller of the Currency Certificate of Corporate Existence for Wells Fargo Bank, National Association, dated June 27, 2012.** | |||
| Exhibit 3. | A copy of the Comptroller of the Currency Certification of Fiduciary Powers for Wells Fargo Bank, National Association, dated December 21, 2011.** | |||
| Exhibit 4. | Copy of By-laws of the trustee as now in effect.*** | |||
| Exhibit 5. | Not applicable. | |||
| Exhibit 6. | The consent of the trustee required by Section 321(b) of the Act. | |||
| Exhibit 7. | A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority. | |||
| Exhibit 8. | Not applicable. | |||
| Exhibit 9. | Not applicable. |
| * | Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated December 30, 2005 of file number 333-130784. |
| ** | Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-3 dated January 23, 2013 of file number 333-186155. |
| *** | Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated May 26, 2005 of file number 333-125274. |
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Atlanta and State of Georgia on the 12th day of February, 2014.
| WELLS FARGO BANK, NATIONAL ASSOCIATION |
| /s/ Stefan Victory |
| Stefan Victory |
| Vice President |
EXHIBIT 6
February 12, 2014
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.
| Very truly yours, |
| WELLS FARGO BANK, NATIONAL ASSOCIATION |
| /s/ Stefan Victory |
| Stefan Victory |
| Vice President |
EXHIBIT 7
Consolidated Report of Condition of
Wells Fargo Bank National Association
of 101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business September 30, 2013, filed in accordance with 12 U.S.C. §161 for National Banks.
| Dollar Amounts In Millions |
||||||||
| ASSETS |
||||||||
| Cash and balances due from depository institutions: |
||||||||
| Noninterest-bearing balances and currency and coin |
$ | 18,734 | ||||||
| Interest-bearing balances |
155,426 | |||||||
| Securities: |
||||||||
| Held-to-maturity securities |
0 | |||||||
| Available-for-sale securities |
223,064 | |||||||
| Federal funds sold and securities purchased under agreements to resell: |
||||||||
| Federal funds sold in domestic offices |
51 | |||||||
| Securities purchased under agreements to resell |
22,081 | |||||||
| Loans and lease financing receivables: |
||||||||
| Loans and leases held for sale |
15,389 | |||||||
| Loans and leases, net of unearned income |
765,029 | |||||||
| LESS: Allowance for loan and lease losses |
12,970 | |||||||
| Loans and leases, net of unearned income and allowance |
752,059 | |||||||
| Trading Assets |
31,965 | |||||||
| Premises and fixed assets (including capitalized leases) |
7,597 | |||||||
| Other real estate owned |
3,689 | |||||||
| Investments in unconsolidated subsidiaries and associated companies |
627 | |||||||
| Direct and indirect investments in real estate ventures |
8 | |||||||
| Intangible assets |
||||||||
| Goodwill |
21,549 | |||||||
| Other intangible assets |
21,750 | |||||||
| Other assets |
54,021 | |||||||
|
|
|
|||||||
| Total assets |
$ | 1,328,010 | ||||||
|
|
|
|||||||
| LIABILITIES |
||||||||
| Deposits: |
||||||||
| In domestic offices |
$ | 960,746 | ||||||
| Noninterest-bearing |
259,500 | |||||||
| Interest-bearing |
701,246 | |||||||
| In foreign offices, Edge and Agreement subsidiaries, and IBFs |
86,980 | |||||||
| Noninterest-bearing |
473 | |||||||
| Interest-bearing |
86,507 | |||||||
| Federal funds purchased and securities sold under agreements to repurchase: |
||||||||
| Federal funds purchased in domestic offices |
10,491 | |||||||
| Securities sold under agreements to repurchase |
13,961 | |||||||
| Dollar Amounts In Millions |
||||
| Trading liabilities |
16,250 | |||
| Other borrowed money |
55,893 | |||
| Subordinated notes and debentures |
19,925 | |||
| Other liabilities |
24,771 | |||
|
|
|
|||
| Total liabilities |
$ | 1,189,017 | ||
| EQUITY CAPITAL |
||||
| Perpetual preferred stock and related surplus |
0 | |||
| Common stock |
519 | |||
| Surplus (exclude all surplus related to preferred stock) |
102,971 | |||
| Retained earnings |
31,335 | |||
| Accumulated other comprehensive income |
3,147 | |||
| Other equity capital components |
0 | |||
|
|
|
|||
| Total bank equity capital |
137,972 | |||
| Noncontrolling (minority) interests in consolidated subsidiaries |
1,021 | |||
|
|
|
|||
| Total equity capital |
138,993 | |||
|
|
|
|||
| Total liabilities, and equity capital |
$ | 1,328,010 | ||
|
|
|
|||
I, Timothy J. Sloan, EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.
Timothy J. Sloan
EVP & CFO
We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.
| John Stumpf | Directors | |
| Carrie Tolstedt | ||
| Michael Loughlin |