As Filed with the Securities and Exchange Commission on February 22, 2019
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 registrants principal executive offices)
C. Coleman Edmunds
Executive Vice President, General Counsel and Corporate Secretary
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. ☒
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. ☒
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, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
☒ |
Accelerated filer |
☐ | |||
Smaller reporting company | ☐ | |||||
Non-accelerated filer | ☐ | Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
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 Aggregate Offering Price(1) |
Amount of Registration Fee(2) | ||||
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(3) |
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Guarantees of Debt Securities(4) |
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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. |
(2) | In accordance with Rule 456(b) and Rule 457 (r) under the Securities Act, the Registrant is deferring payment of the registration fee. |
(3) | Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. |
(4) | Guarantees of the debt securities may be issued by subsidiaries of AutoNation, Inc. that are listed on the following pages under the caption Table of Additional Registrants. Pursuant to Rule 457(n) under the Securities Act, no separate registration fee is payable in respect of the registration of the guarantees. |
TABLE OF ADDITIONAL REGISTRANTS
Exact name of additional registrant as specified in its charter |
State or Other Jurisdiction of Incorporation or Organization |
IRS Employer Identification Number |
Exact name of additional registrant as specified in its charter |
State or Other Jurisdiction of Incorporation or Organization |
IRS Employer Identification Number | |||||
7 ROD REAL ESTATE NORTH, A Limited Liability Company | Wyoming | 84-1167321 | AN Collision Center of Las Vegas, Inc. | Nevada | 88-0168433 | |||||
7 ROD REAL ESTATE SOUTH, A Limited Liability Company | Wyoming | 84-1167320 | AN COLLISION CENTER OF NORTH HOUSTON, INC. | Delaware | 26-3118395 | |||||
Abraham Chevrolet-Miami, Inc. | Delaware | 65-0802822 | AN COLLISION CENTER OF SARASOTA, INC. | Florida | 65-0721017 | |||||
Abraham Chevrolet-Tampa, Inc. | Delaware | 65-0802820 | AN Collision Center of Tempe, Inc. | Delaware | 86-0928952 | |||||
ACER Fiduciary, Inc. | Delaware | 65-0945065 | AN CORPORATE MANAGEMENT PAYROLL CORP. | Delaware | 26-3725783 | |||||
AL F-L Motors, LLC | Delaware | 45-4504161 | AN Corpus Christi GP, LLC | Delaware | 32-0031563 | |||||
AL Fort Payne Motors, LLC | Delaware | 46-4582474 | AN Corpus Christi Imports Adv. GP, LLC | Delaware | 90-0080282 | |||||
Albert Berry Motors, Inc. | Texas | 74-1487498 | AN Corpus Christi Imports Adv., LP | Texas | 90-0080295 | |||||
Allen Samuels Chevrolet of Corpus Christi, Inc. | Texas | 74-2652504 | AN Corpus Christi Imports GP, LLC | Delaware | 27-0041420 | |||||
Allen Samuels Chevrolet of Waco, Inc. | Texas | 74-1776820 | AN Corpus Christi Imports II GP, LLC | Delaware | 27-0041425 | |||||
Allison Bavarian | California | 94-2707588 | AN Corpus Christi Imports II, LP | Texas | 32-0031566 | |||||
ALLISON BAVARIAN HOLDING, LLC | Delaware | 20-5224408 | AN Corpus Christi Imports, LP | Texas | 32-0031567 | |||||
ALL-STATE RENT A CAR, INC. | Nevada | 88-0143152 | AN CORPUS CHRISTI MOTORS, INC. | Delaware | 20-5547917 | |||||
American Way Motors, Inc. | Tennessee | 62-1333714 | AN Corpus Christi T. Imports GP, LLC | Delaware | 27-0041422 | |||||
AN AutoParts, Inc. | Delaware | 46-4553033 | AN Corpus Christi T. Imports, LP | Texas | 13-4214051 | |||||
AN CADILLAC OF WPB, LLC | Delaware | 35-2234609 | AN County Line Ford, Inc. | Texas | 75-1687008 | |||||
AN Central Region Management, LLC | Delaware | 01-0756957 | AN Dealership Holding Corp. | Florida | 65-0608572 | |||||
AN ChevroletArrowhead, Inc. | Delaware | 91-1933520 | AN F. Imports of Atlanta, LLC | Delaware | 57-1174466 | |||||
AN CJ VALENCIA, INC. | Delaware | 20-2859034 | AN F. Imports of Hawthorne Holding, LLC | Delaware | 65-0944669 | |||||
AN Collision Center FTL South, Inc. | Delaware | 46-4538029 | AN F. Imports of Hawthorne, LLC | Delaware | 65-1040982 | |||||
AN COLLISION CENTER OF ADDISON, INC. | Delaware | 75-1053127 | AN F. Imports of North Denver, LLC | Delaware | 52-2124965 | |||||
AN F. Imports of North Phoenix, Inc. | Delaware | 86-0928953 | AN Luxury Imports of Sanford, LLC | Delaware | 65-0952134 | |||||
AN F. Imports of Roseville Holding, LLC | Delaware | 20-5226908 | AN Luxury Imports of Sarasota, Inc. | Delaware | 20-0551681 | |||||
AN F. Imports of Roseville, Inc. | Delaware | 76-0489587 | AN LUXURY IMPORTS OF SPOKANE, INC. | Delaware | 27-1210937 | |||||
AN Fort Myers Imports, LLC | Delaware | 65-0944636 | AN Luxury Imports of Tucson, Inc. | Delaware | 26-1182858 | |||||
AN Fremont Luxury Imports, Inc. | Delaware | 86-0928954 | AN Luxury Imports, Ltd. | Texas | 90-0121575 |
TABLE OF ADDITIONAL REGISTRANTS (CONTINUED)
Exact name of additional registrant as specified in its charter |
State or Other Jurisdiction of Incorporation or Organization |
IRS Employer Identification Number |
Exact name of additional registrant as specified in its charter |
State or Other Jurisdiction of Incorporation or Organization |
IRS Employer Identification Number | |||||
AN H. Imports of Atlanta, LLC | Delaware | 35-2229690 | AN Motors of Brooksville, Inc. | Florida | 59-2690846 | |||||
AN IMPORTS OF FT. LAUDERDALE, INC. | Delaware | 20-5147883 | AN MOTORS OF DALLAS, INC. | Delaware | 26-1769977 | |||||
AN Imports of Seattle, Inc. | Delaware | 65-0978211 | AN MOTORS OF DELRAY BEACH, INC. | Delaware | 20-1405067 | |||||
AN IMPORTS OF SPOKANE, INC. | Delaware | 26-4461138 | AN Motors of Ft. Lauderdale, Inc. | Florida | 65-0721018 | |||||
AN Imports of Stevens Creek Holding, LLC. | Delaware | 20-5226306 | AN Motors of Memphis, Inc. | Tennessee | 62-1038471 | |||||
AN Imports of Stevens Creek Inc. | Delaware | 52-2119516 | AN MOTORS OF PEMBROKE, LLC | Delaware | 65-0944183 | |||||
AN Imports on Weston Road, Inc. | Florida | 59-1968718 | AN MOTORS OF SCOTTSDALE, LLC | Delaware | 52-2102864 | |||||
AN LUXURY IMPORTS GP, LLC | Delaware | 90-0121570 | AN MOTORS ON FEDERAL HIGHWAY, LLC | Delaware | 65-0944179 | |||||
AN LUXURY IMPORTS HOLDING, LLC | Delaware | 20-5682480 | AN Motors on South Padre, LP | Texas | 32-0031564 | |||||
AN Luxury Imports of Coconut Creek, Inc. | Delaware | 86-0928950 | AN North Phoenix Collision, Inc. | Delaware | 34-1555317 | |||||
AN Luxury Imports of Marietta, LLC | Delaware | 65-0964278 | AN Pontiac GMC Houston North GP, LLC | Delaware | 16-1641915 | |||||
AN LUXURY IMPORTS OF PALM BEACH, INC. | Delaware | 20-8671889 | AN Pontiac GMC Houston North, LP | Texas | 13-4214055 | |||||
AN LUXURY IMPORTS OF PEMBROKE PINES, INC. | Delaware | 22-3869449 | AN San Jose Luxury Imports Holdings, LLC | Delaware | 20-5225929 | |||||
AN Luxury Imports of Phoenix, Inc. | Delaware | 26-4461301 | AN San Jose Luxury Imports, Inc. | California | 94-2633163 | |||||
AN LUXURY IMPORTS OF SAN DIEGO, INC. | Delaware | 20-5682367 | AN Seattle Motors, Inc. | Delaware | 91-1197824 | |||||
AN SUBARU MOTORS, INC. | Delaware | 20-5685964 | Auto Company 2016-16, Inc. | Delaware | 81-1424011 | |||||
AN T. Imports of Atlanta, LLC | Delaware | 47-0922628 | Auto Company 2016-17, Inc. | Delaware | 81-1456473 | |||||
AN Texas Region Management, Ltd. | Texas | 02-0654987 | Auto Company 2016-18, Inc. | Delaware | 81-1456551 | |||||
AN Tucson Imports, LLC | Delaware | 52-2102866 | Auto Company 2016-19, Inc. | Delaware | 81-1456608 | |||||
AN Valencia Auto Imports, Inc. | Delaware | 35-2437399 | Mesa Collision, Inc. | Delaware | 81-1349321 | |||||
AN Western Region Management, LLC | Delaware | 01-0756952 | Auto Company 2016-20, Inc. | Delaware | 81-1456666 | |||||
AN/CF Acquisition Corp. | Delaware | 65-0927849 | Tier2 Corporation | Delaware | 81-1349481 | |||||
Henderson Collision, Inc. | Delaware | 36-3087611 | JLR Luxury Imports of Fremont, Inc. | Delaware | 81-1349630 | |||||
AN/KPBG Motors, Inc. | Washington | 91-1739519 | TX-CC Galleria, Inc. | Delaware | 81-1367856 | |||||
AN/MF Acquisition Corp. | Delaware | 65-0961375 | TX-CC Spring, Inc. | Delaware | 81-1367949 | |||||
AN/MNI Acquisition Corp. | Delaware | 65-1024377 | TX-CC Dallas, Inc. | Delaware | 81-1368063 | |||||
AN/PF Acquisition Corp. | Delaware | 65-0927848 | GA-CC Columbus, Inc. | Delaware | 81-1368158 |
TABLE OF ADDITIONAL REGISTRANTS (CONTINUED)
Exact name of additional registrant as specified in its charter |
State or Other Jurisdiction of Incorporation or Organization |
IRS Employer Identification Number |
Exact name of additional registrant as specified in its charter |
State or Other Jurisdiction of Incorporation or Organization |
IRS Employer Identification Number | |||||
ANUSA Holding, LLC | Delaware | 46-4813183 | CA-CC Fremont, Inc. | Delaware | 81-1387803 | |||||
Appleway Chevrolet, Inc. | Washington | 91-0538143 | AUTO COMPANY 2017-01, INC. | Delaware | 82-2235018 | |||||
ASE Motors Holding Corp. | Texas | 75-2271986 | AUTO COMPANY 2017-02, INC. | Delaware | 82-2235320 | |||||
AUTO CAR HOLDING, LLC | Delaware | 20-5225856 | AUTO COMPANY 2017-03, INC. | Delaware | 82-2235433 | |||||
Auto Car, Inc. | California | 68-0129623 | AUTO COMPANY 2017-04, INC. | Delaware | 82-2253649 | |||||
Chandler Collision, Inc. | Delaware | 81-1349193 | AUTO COMPANY 2017-05, INC. | Delaware | 82-2253812 | |||||
Tucson Collision, Inc. | Delaware | 81-1387945 | AUTO COMPANY 2017-06, INC. | Delaware | 82-2253886 | |||||
Irvine Body Shop, Inc. | Delaware | 81-1388043 | AUTO COMPANY 2017-07, INC. | Delaware | 82-2309635 | |||||
Imports on PCH, Inc. | Delaware | 81-1388255 | AUTO COMPANY 2017-08, INC. | Delaware | 82-2309733 | |||||
Auto Company 2016-13, Inc. | Delaware | 81-1423815 | AUTO COMPANY 2017-09, INC. | Delaware | 82-2309788 | |||||
AutoNation Suite 101, Inc. | Delaware | 81-1423892 | AUTO COMPANY 2017-10, INC. | Delaware | 82-2309903 | |||||
Auto Company 2016-15, Inc. | Delaware | 81-1423956 | Auto Company IX, Inc. | Delaware | 45-4497193 | |||||
Auto Company VI, Inc. | Delaware | 45-4496998 | Gilbert ANUSA, LLC | Delaware | 81-1368257 | |||||
Auto Company VII, Inc. | Delaware | 45-4497100 | Auto Dealership 2016-4, LLC | Delaware | 81-1368355 | |||||
Auto Company VIII, Inc. | Delaware | 45-4497147 | Auto Dealership 2016-5, LLC | Delaware | 81-1388406 | |||||
Auto Company XI, Inc. | Delaware | 45-4497510 | Auto Dealership 2016-6, LLC | Delaware | 81-1388478 | |||||
Auto Company XII, Inc. | Delaware | 45-4497553 | Auto Dealership 2016-7, LLC | Delaware | 81-1424093 | |||||
Auto Company XIII, Inc. | Delaware | 45-4497721 | Mobile Motors, LLC | Delaware | 81-1424163 | |||||
Auto Company XIV, Inc. | Delaware | 45-4497604 | Auto Dealership 2016-9, LLC | Delaware | 81-1456370 | |||||
Auto Company XIX, Inc. | Delaware | 46-4541407 | AUTO DEALERSHIP 2017-01, LLC | Delaware | 82-2166964 | |||||
Auto TechLabs, Inc. | Delaware | 46-4564833 | ACP Auto Parts, LLC | Delaware | 82-2167040 | |||||
ACP Holding Corp. | Delaware | 46-4565019 | AUTO DEALERSHIP 2017-03, LLC | Delaware | 82-2172386 | |||||
Tempe Body Shop, Inc. | Delaware | 46-4565133 | AUTO DEALERSHIP 2017-04, LLC | Delaware | 82-2172446 | |||||
Gilbert Body Shop, Inc. | Delaware | 46-4565251 | AUTO DEALERSHIP 2017-05, LLC | Delaware | 82-2193903 | |||||
Auto Company XVII, Inc. | Delaware | 46-4541217 | AUTO DEALERSHIP 2017-06, LLC | Delaware | 82-2194015 | |||||
Auto Company XXI, Inc. | Delaware | 46-4541577 | AUTO DEALERSHIP 2017-07, LLC | Delaware | 82-2208234 | |||||
Auto Company XXII, Inc. | Delaware | 46-4541640 | AUTO DEALERSHIP 2017-08, LLC | Delaware | 82-2208332 | |||||
Auto Company XXIII, Inc. | Delaware | 46-4541717 | AUTO DEALERSHIP 2017-09, LLC | Delaware | 82-2234761 | |||||
Auto Company XXV, Inc. | Delaware | 46-4541976 | AUTO DEALERSHIP 2017-10, LLC | Delaware | 82-2234819 | |||||
Buena Park Luxury Imports, Inc. | Delaware | 46-4542058 | AUTO DEALERSHIP 2017-11, LLC | Delaware | 82-2253295 |
TABLE OF ADDITIONAL REGISTRANTS (CONTINUED)
Exact name of additional registrant as specified in its charter |
State or Other Jurisdiction of Incorporation or Organization |
IRS Employer Identification Number |
Exact name of additional registrant as specified in its charter |
State or Other Jurisdiction of Incorporation or Organization |
IRS Employer Identification Number | |||||
Auto Company XXVII, Inc. | Delaware | 46-4542110 | AUTO DEALERSHIP 2017-12, LLC | Delaware | 82-2253416 | |||||
Auto Company XXVIII, Inc. | Delaware | 46-4542327 | AUTO DEALERSHIP 2017-13, LLC | Delaware | 82-2271051 | |||||
Auto Dealership 2016-1, LLC | Delaware | 81-1348781 | AUTO DEALERSHIP 2017-14, LLC | Delaware | 82-2271134 | |||||
Auto Dealership 2016-10, LLC | Delaware | 81-1456416 | AUTO DEALERSHIP 2017-15, LLC | Delaware | 82-2287959 | |||||
Auto Dealership 2016-2, LLC | Delaware | 81-1349768 | AUTO DEALERSHIP 2017-16, LLC | Delaware | 82-2288018 | |||||
AUTO DEALERSHIP 2017-17, LLC | Delaware | 82-2298944 | Auto Dealership XXIII, LLC | Delaware | 46-4657168 | |||||
AUTO DEALERSHIP 2017-18, LLC | Delaware | 82-2300370 | AUTO HOLDING, LLC | Delaware | 52-2107831 | |||||
AUTO DEALERSHIP 2017-19, LLC | Delaware | 82-2300487 | AUTO MISSION HOLDING, LLC | Delaware | 20-5226182 | |||||
AUTO DEALERSHIP 2017-20, LLC | Delaware | 82-2310000 | Auto Mission Ltd. | California | 94-3141091 | |||||
AUTO DEALERSHIP 2017-21, LLC | Delaware | 82-2310058 | Auto Motors of Englewood, LLC | Delaware | 46-4598610 | |||||
AUTO DEALERSHIP 2017-22, LLC | Delaware | 82-2310125 | Auto West, Inc. | California | 94-2946518 | |||||
AUTO DEALERSHIP 2017-23, LLC | Delaware | 82-2319272 | Autohaus Holdings, Inc. | Delaware | 80-0052569 | |||||
AUTO DEALERSHIP 2017-24, LLC | Delaware | 82-2319437 | AutoNation Benefits Company, Inc. | Florida | 34-1135160 | |||||
AUTO DEALERSHIP 2017-25, LLC | Delaware | 82-2319485 | AutoNation Corporate Management, LLC | Delaware | 22-3850167 | |||||
AUTO DEALERSHIP 2017-26, LLC | Delaware | 82-2335188 | AutoNation Enterprises Incorporated | Florida | 65-0608578 | |||||
AUTO DEALERSHIP 2017-27, LLC | Delaware | 82-2335228 | AUTONATION FINANCIAL SERVICES, LLC | Delaware | 65-0725080 | |||||
AUTO DEALERSHIP 2017-28, LLC | Delaware | 82-2335269 | AutoNation Fort Worth Motors, Ltd. | Texas | 65-1152832 | |||||
AUTO DEALERSHIP 2017-29, LLC | Delaware | 82-2350673 | AutoNation GM GP, LLC | Delaware | 65-0944592 | |||||
AUTO DEALERSHIP 2017-30, LLC | Delaware | 82-2350728 | AutoNation Holding Corp. | Delaware | 65-0723604 | |||||
Auto Dealership III, LLC | Delaware | 45-4503383 | AutoNation Imports of Katy GP, LLC | Delaware | 56-2307537 | |||||
Auto Dealership IV, LLC | Delaware | 45-4503422 | AutoNation Imports of Katy, L.P. | Texas | 65-0957160 | |||||
Auto Dealership IX, LLC | Delaware | 45-4503953 | AutoNation Imports of Lithia Springs, LLC | Delaware | 65-1003051 | |||||
Auto Dealership V, LLC | Delaware | 45-4503462 | AutoNation Imports of Longwood, Inc. | Delaware | 65-1032195 | |||||
Auto Dealership VI, LLC | Delaware | 45-4503772 | AutoNation Imports of Palm Beach, Inc. | Delaware | 65-1102140 | |||||
Auto Dealership VII, LLC | Delaware | 45-4503837 | AutoNation Imports of Winter Park, Inc. | Delaware | 65-1032110 | |||||
Auto Dealership VIII, LLC | Delaware | 45-4503899 | AutoNation Motors Holding Corp. | Delaware | 65-1132563 | |||||
Auto Dealership X, LLC | Delaware | 45-4504002 | AutoNation Motors of Lithia Springs, Inc. | Delaware | 65-1002966 |
TABLE OF ADDITIONAL REGISTRANTS (CONTINUED)
Exact name of additional registrant as specified in its charter |
State or Other Jurisdiction of Incorporation or Organization |
IRS Employer Identification Number |
Exact name of additional registrant as specified in its charter |
State or Other Jurisdiction of Incorporation or Organization |
IRS Employer Identification Number | |||||
AutoNation North Texas Management GP, LLC | Delaware | 33-1037931 | Bethesda Luxury Imports, LLC | Delaware | 46-4611681 | |||||
AutoNation Orlando Venture Holdings, Inc. | Delaware | 65-1137521 | Bill Ayares Chevrolet, LLC | Delaware | 47-0922618 | |||||
AutoNation Realty Corporation | Delaware | 65-0711536 | BLEDSOE DODGE, LLC | Delaware | 65-0944613 | |||||
AutoNation USA of Perrine, Inc. | Delaware | 65-0899807 | Bob Townsend Ford, Inc. | Delaware | 31-0669965 | |||||
AUTONATION V. IMPORTS OF DELRAY BEACH, LLC | Delaware | 36-4558039 | Body Shop Holding Corp. | Delaware | 52-2124065 | |||||
AutoNation.com, Inc. | Delaware | 65-0945066 | Brown & Brown Chevrolet - Superstition Springs, LLC | Arizona | 86-0904747 | |||||
Bankston Auto, Inc. | Texas | 75-1336358 | Brown & Brown Chevrolet, Inc. | Arizona | 86-0128003 | |||||
Bankston Chrysler Jeep of Frisco, L.P. | Texas | 65-1052692 | Brown & Brown Nissan Mesa, L.L.C. | Arizona | 86-0795376 | |||||
Bankston CJ GP, LLC | Delaware | 56-2307538 | Brown & Brown Nissan, Inc. | Arizona | 86-0677220 | |||||
BANKSTON FORD OF FRISCO, LTD.CO. | Texas | 75-2529822 | BULL MOTORS, LLC | Delaware | 65-0944614 | |||||
Bankston Nissan in Irving, Inc. | Texas | 75-1325663 | C. Garrett, Inc. | Colorado | 84-1264053 | |||||
Bankston Nissan Lewisville GP, LLC | Delaware | 73-1670796 | CARLISLE MOTORS, LLC | Delaware | 65-0944616 | |||||
Bankston Nissan Lewisville, Ltd. | Texas | 06-1699681 | CARWELL HOLDING, LLC | Delaware | 20-5224795 | |||||
Bargain Rent-A-Car | California | 95-3821161 | CARWELL, LLC | Delaware | 65-0944617 | |||||
Batfish, LLC | Colorado | 84-1261352 | Centennial Automotive, LLC | Delaware | 65-0944626 | |||||
BBCSS, Inc. | Arizona | 58-2434441 | Centennial Collision, Inc. | Delaware | 46-4564206 | |||||
Beach City Chevrolet Company, Inc. | California | 95-1879646 | CERRITOS BODY WORKS HOLDING, LLC | Delaware | 20-5225440 | |||||
BEACH CITY HOLDING, LLC | Delaware | 20-5226233 | Cerritos Body Works, Inc. | California | 33-0374316 | |||||
Beacon Motors, Inc. | Florida | 65-0582254 | CHAMPION CHEVROLET HOLDING, LLC | Delaware | 20-5224897 | |||||
Bell Motors, LLC | Delaware | 52-2102862 | CHAMPION CHEVROLET, LLC | Delaware | 65-0944618 | |||||
Bellevue Automotive, Inc. | Delaware | 94-3009590 | Champion Ford, Inc. | Texas | 76-0171196 | |||||
Bellevue Collision, Inc. | Delaware | 46-4552919 | Charlie Hillard, Inc. | Texas | 75-0922515 | |||||
BENGAL MOTOR COMPANY, LTD. | Florida | 59-2985277 | Charlie Thomas Chevrolet GP, LLC | Delaware | 73-1670803 | |||||
Bengal Motors, Inc. | Florida | 65-0165367 | Charlie Thomas Chevrolet, Ltd. | Texas | 20-0058033 | |||||
Charlie Thomas Chrysler-Plymouth, Inc. | Texas | 76-0010351 | CT Intercontinental, Ltd. | Texas | 20-0057835 | |||||
Charlie Thomas Courtesy Leasing, Inc. | Texas | 74-1850452 | CT Motors, Inc. | Texas | 76-0387042 | |||||
Charlie Thomas F. GP, LLC | Delaware | 33-1062335 | D/L Motor Company | Florida | 59-3237877 | |||||
Charlie Thomas Ford, Ltd. | Texas | 20-0058561 | Dealership Realty Corporation | Texas | 76-0218062 | |||||
Charlie Thomas Courtesy Ford, Ltd. | Texas | 06-1699682 | Delray Luxury Imports, Inc. | Delaware | 46-4552813 | |||||
Charlie Thomas Courtesy GP, LLC | Delaware | 73-1670811 | Desert Buick-GMC Trucks, L.L.C. | Delaware | 52-2102859 |
TABLE OF ADDITIONAL REGISTRANTS (CONTINUED)
Exact name of additional registrant as specified in its charter |
State or Other Jurisdiction of Incorporation or Organization |
IRS Employer Identification Number |
Exact name of additional registrant as specified in its charter |
State or Other Jurisdiction of Incorporation or Organization |
IRS Employer Identification Number | |||||
CHESROWN AUTO, LLC | Delaware | 65-0944619 | Desert Chrysler-Plymouth, Inc. | Delaware | 88-0121640 | |||||
CHESROWN CHEVROLET, LLC | Delaware | 65-0944620 | Desert Dodge, Inc. | Nevada | 88-0227814 | |||||
Chesrown Collision Center, Inc. | Colorado | 84-1358588 | Desert GMC, L.L.C. | Delaware | 52-2102860 | |||||
Chesrown Ford, Inc. | Colorado | 84-1164224 | Dobbs Ford of Memphis, Inc. | Delaware | 65-1065025 | |||||
Chevrolet World, Inc. | Florida | 59-2216673 | Dobbs Ford, Inc. | Florida | 59-1584177 | |||||
Chuck Clancy Ford of Marietta, LLC | Delaware | 47-0922626 | Dobbs Mobile Bay, Inc. | Alabama | 62-1196110 | |||||
CJ VALENCIA HOLDING, LLC | Delaware | 20-5226043 | Dobbs Motors of Arizona, Inc. | Arizona | 93-0929951 | |||||
Coastal Cadillac, Inc. | Florida | 59-3023188 | Don Mealey Chevrolet, Inc. | Florida | 59-1553076 | |||||
Consumer Car Care Corporation | Tennessee | 62-1151481 | Don Mealey Imports, Inc. | Florida | 59-3099049 | |||||
Contemporary Cars, Inc. | Florida | 59-1635976 | Don-A-Vee Jeep-Eagle, Inc. | California | 33-0203778 | |||||
Cook-Whitehead Ford, Inc. | Florida | 59-1165955 | Drivers Mart Worldwide, Inc. | Virginia | 38-3275555 | |||||
Corporate Properties Holding, Inc. | Delaware | 65-0948961 | Eastern Region Management, LLC | Delaware | 52-2135867 | |||||
Corpus Christi ANUSA, LLC | Delaware | 46-4705830 | EASTGATE FORD, INC. | Ohio | 31-0736141 | |||||
Corpus Christi Collision Center, Inc. | Delaware | 45-4496075 | Ed Mullinax Ford, LLC | Delaware | 57-1174464 | |||||
COSTA MESA CARS HOLDING, LLC | Delaware | 20-5226339 | Edgren Motor Company, Inc. | California | 94-1561041 | |||||
Costa Mesa Cars, Inc. | California | 33-0626084 | EDGREN MOTOR HOLDING, LLC | Delaware | 20-5225254 | |||||
Courtesy Auto Group, Inc. | Florida | 59-2360236 | EL MONTE IMPORTS HOLDING, LLC | Delaware | 20-5226399 | |||||
Courtesy Broadway, LLC | Colorado | 20-5417194 | El Monte Imports, Inc. | Delaware | 65-0881906 | |||||
Covington Pike Motors, Inc. | Tennessee | 58-1366612 | EL MONTE MOTORS HOLDING, LLC | Delaware | 20-5226498 | |||||
CT Intercontinental GP, LLC | Delaware | 33-1062337 | El Monte Motors, Inc. | Delaware | 65-0881905 | |||||
EMICH SUBARU WEST, LLC | Delaware | 65-0944597 | George Sutherlin Nissan, LLC | Delaware | 47-0922627 | |||||
Empire Services Agency, Inc. | Florida | 65-0329882 | Germantown Luxury Imports, LLC | Delaware | 46-4640265 | |||||
Financial Services GP, LLC | Delaware | 02-0695729 | Government Boulevard Motors, Inc. | Alabama | 62-1502108 | |||||
Financial Services, Ltd. | Texas | 20-0057657 | Gulf Management, Inc. | Florida | 59-2908603 | |||||
First Team Automotive Corp. | Delaware | 59-3440254 | Hayward Dodge, Inc. | Delaware | 94-1689551 | |||||
First Team Ford of Manatee, Ltd. | Florida | 59-3446538 | Henderson ANUSA, LLC | Delaware | 46-4800106 | |||||
First Team Ford, Ltd. | Florida | 59-3366156 | Hillard Auto Group, Inc. | Texas | 75-1965005 | |||||
Hollywood Imports Limited, Inc. | Florida | 59-2025810 | ||||||||
First Team Management, Inc. | Florida | 59-2714981 | HORIZON CHEVROLET, INC. | Ohio | 34-1245635 | |||||
FIT KIT HOLDING, LLC | Delaware | 20-5225481 | HOUSE OF IMPORTS HOLDING, LLC | Delaware | 20-5226553 | |||||
Fit Kit, Inc. | California | 33-0115670 | House of Imports, Inc. | California | 95-2498811 | |||||
Florida Auto Corp. | Delaware | 65-0837116 | Houston ANUSA, LLC | Delaware | 46-4667987 | |||||
Ford of Kirkland, Inc. | Washington | 91-1425985 | Houston Auto M. Imports Greenway, Ltd. | Texas | 20-0057720 |
TABLE OF ADDITIONAL REGISTRANTS (CONTINUED)
Exact name of additional registrant as specified in its charter |
State or Other Jurisdiction of Incorporation or Organization |
IRS Employer Identification Number |
Exact name of additional registrant as specified in its charter |
State or Other Jurisdiction of Incorporation or Organization |
IRS Employer Identification Number | |||||
Fox Chevrolet, LLC | Delaware | 47-0922620 | Houston Auto M. Imports North, Ltd. | Texas | 20-0058197 | |||||
FOX MOTORS, LLC | Delaware | 47-0922619 | Houston Imports Greenway GP, LLC | Delaware | 56-2307542 | |||||
Fred Oakley Motors, Inc. | Delaware | 75-1524534 | Houston Imports North GP, LLC | Delaware | 56-2307540 | |||||
FREMONT LUXURY IMPORTS HOLDING, LLC | Delaware | 20-5226133 | HVA IMPORTS, LLC | Delaware | 52-2135875 | |||||
Ft. Lauderdale Nissan, Inc. | Florida | 65-0273822 | HVM IMPORTS, LLC | Delaware | 65-0944227 | |||||
G.B. IMPORT SALES & SERVICE HOLDING, LLC | Delaware | 20-5224826 | HVS Motors, LLC | Delaware | 65-0944662 | |||||
G.B. IMPORT SALES & SERVICE, LLC | Delaware | 65-0944605 | HVVW Motors, LLC | Delaware | 65-0944181 | |||||
GA CDJR Motors, LLC | Delaware | 45-4505030 | IRVINE IMPORTS HOLDING, LLC | Delaware | 20-5225601 | |||||
GA Columbus Imports, LLC | Delaware | 46-4553266 | Irvine Imports, Inc. | California | 33-0374310 | |||||
GA F Imports, LLC | Delaware | 46-4571435 | IRVINE TOYOTA/NISSAN/VOLVO LIMITED PARTNERSHIP | Georgia | 88-0377749 | |||||
GA H Imports, LLC | Delaware | 45-4505078 | JEMAUTCO, INC. | Ohio | 31-1153168 | |||||
GA HY Imports, LLC | Delaware | 46-4537858 | JERRY GLEASON CHEVROLET, INC. | Illinois | 36-2840037 | |||||
GENE EVANS FORD, LLC | Delaware | 65-0944608 | Jerry Gleason Dodge, Inc. | Illinois | 36-4074146 | |||||
Jim Quinlan Chevrolet Co. | Delaware | 59-1055603 | MAGIC ACQUISITION HOLDING, LLC | Delaware | 20-5226582 | |||||
Joe MacPherson Ford | California | 33-0180618 | Maitland Luxury Imports, Inc. | Delaware | 45-4497658 | |||||
Joe MacPherson Imports No. I | California | 33-0745137 | Marks Family Dealerships, Inc. | Texas | 74-1405873 | |||||
Joe MacPherson Infiniti | California | 33-0127306 | Marks Transport, Inc. | Texas | 76-0444883 | |||||
JOE MACPHERSON INFINITI HOLDING, LLC | Delaware | 20-5224941 | MC/RII, LLC | Ohio | 31-1751162 | |||||
JOHN M. LANCE FORD, LLC | Delaware | 65-0944184 | Mealey Holdings, Inc. | Florida | 59-3280283 | |||||
J-R Motors Company North | Colorado | 84-1167355 | ||||||||
J-R Motors Company South | Colorado | 84-1167319 | Midway Chevrolet, Inc. | Texas | 75-1631858 | |||||
JRJ Investments, Inc. | Nevada | 88-0199942 | Mike Hall Chevrolet, Inc. | Delaware | 74-1940031 | |||||
Katy ANUSA, LLC | Delaware | 46-4816671 | Mike Shad Chrysler Plymouth Jeep Eagle, Inc. |
Florida | 65-0731779 | |||||
Kenyon Dodge, Inc. | Florida | 59-0479520 | Mike Shad Ford, Inc. | Florida | 65-0730472 | |||||
Kings Crown Ford, Inc. | Delaware | 59-2018826 | Mission Blvd. Motors, Inc. | California | 94-3179908 | |||||
L.P. Evans Motors WPB, Inc. | Florida | 59-0684221 | Mortimer Collision, LLC | Delaware | 47-0922622 | |||||
L.P. Evans Motors, Inc. | Florida | 59-0601584 | MR. WHEELS HOLDING, LLC | Delaware | 20-5225351 | |||||
Lance Children, Inc. | Ohio | 34-1789728 | Mr. Wheels, Inc. | California | 95-3050274 | |||||
Las Vegas ANUSA, LLC | Delaware | 46-4756234 | Mullinax East, LLC | Delaware | 57-1174463 | |||||
Leesburg Imports, LLC | Delaware | 06-1712528 | MULLINAX FORD NORTH CANTON, INC. | Ohio | 34-1706005 |
TABLE OF ADDITIONAL REGISTRANTS (CONTINUED)
Exact name of additional registrant as specified in its charter |
State or Other Jurisdiction of Incorporation or Organization |
IRS Employer Identification Number |
Exact name of additional registrant as specified in its charter |
State or Other Jurisdiction of Incorporation or Organization |
IRS Employer Identification Number | |||||
Leesburg Motors, LLC | Delaware | 06-1712525 | Mullinax Ford South, Inc. | Florida | 59-2745619 | |||||
Les Marks Chevrolet, Inc. | Texas | 76-0375065 | Mullinax Used Cars, Inc. | Ohio | 34-1663489 | |||||
Lew Webbs Ford, Inc. | California | 33-0677560 | Naperville Imports, Inc. | Delaware | 65-1151451 | |||||
LEW WEBBS IRVINE NISSAN HOLDING, LLC | Delaware | 20-5225321 | NEWPORT BEACH CARS HOLDING, LLC | Delaware | 20-5224604 | |||||
Lew Webbs Irvine Nissan, Inc. | California | 33-0374313 | NEWPORT BEACH CARS, LLC | Delaware | 65-0944175 | |||||
Lewisville Collision, Inc. | Delaware | 46-4553097 | Nichols Ford, Ltd. | Texas | 20-0057609 | |||||
Lewisville Imports GP, LLC | Delaware | 16-1640974 | Nichols GP, LLC | Delaware | 33-1062338 | |||||
Lewisville Imports, Ltd. | Texas | 06-1647785 | Nissan of Brandon, Inc. | Florida | 59-2872723 | |||||
Lot 4 Real Estate Holdings, LLC | Delaware | 32-0103034 | Northpoint Chevrolet, LLC | Delaware | 47-0922630 | |||||
Luxury Orlando Imports, Inc. | Delaware | 45-4496251 | Northwest Financial Group, Inc. | Washington | 91-1666832 | |||||
Luxury Woodlands Imports, Inc. | Delaware | 46-4552034 | NY LNR Luxury Imports, Inc. | Delaware | 46-4541298 | |||||
MacHoward Leasing | California | 95-2267692 | NY Luxury Motors of Mt. Kisco, Inc. | Delaware | 45-4497466 | |||||
MACHOWARD LEASING HOLDING, LLC | Delaware | 20-5224996 | NY Mt. Kisco Luxury Imports, Inc. | Delaware | 46-4541484 | |||||
MacPherson Enterprises, Inc. | California | 95-2706038 | NY Palisades Luxury Imports, Inc. | Delaware | 45-4496937 | |||||
Magic Acquisition Corp. | Delaware | 65-0711428 | NY White Plains Luxury Imports, Inc. | Delaware | 46-4541840 | |||||
Oxnard European Motors, LLC | Delaware | 26-3036624 | Republic Risk Management Services, Inc. | Florida | 65-0782124 | |||||
Oxnard Venture Holdings, Inc. | Delaware | 26-3454865 | Resources Aviation, Inc. | Florida | 65-0858501 | |||||
Payton-Wright Ford Sales, Inc. | Texas | 75-1231297 | RI Merger Corp. | Colorado | 84-1492421 | |||||
Pembroke Motors, Inc. | Delaware | 65-0948962 | RI/BB Acquisition Corp. | Delaware | 52-2127466 | |||||
Peyton Cramer Automotive | California | 33-0612289 | RI/BBNM Acquisition Corp. | Arizona | 86-0914399 | |||||
PEYTON CRAMER AUTOMOTIVE HOLDING, LLC | Delaware | 20-5226609 | RI/Hollywood Nissan Acquisition Corp. | Delaware | 65-0784675 | |||||
PEYTON CRAMER F. HOLDING, LLC | Delaware | 20-5225040 | RI/LLC Acquisition Corp. | Colorado | 84-1459545 | |||||
Peyton Cramer Ford | California | 95-3410394 | RI/RMC Acquisition GP, LLC | Delaware | 33-1062340 | |||||
Peyton Cramer Infiniti | California | 33-0567152 | RI/RMC Acquisition, Ltd. | Texas | 20-0057572 | |||||
PEYTON CRAMER INFINITI HOLDING, LLC | Delaware | 20-5226653 | RI/RMT Acquisition GP, LLC | Delaware | 02-0695720 | |||||
Peyton Cramer Jaguar | California | 33-0567150 | RI/RMT Acquisition, Ltd. | Texas | 20-0058111 | |||||
RI/WFI Acquisition Corporation | Delaware | 52-2124969 | ||||||||
PEYTON CRAMER LM HOLDING, LLC | Delaware | 20-5224570 | RKR Motors, Inc. | Florida | 65-0070349 | |||||
Phoenix ANUSA, LLC | Delaware | 46-4733662 | Plano Collision, Inc. | Delaware | 46-4564729 | |||||
Pierce Automotive Corporation | Arizona | 86-0811184 | Roseville Motor Corporation | California | 94-2922942 | |||||
PIERCE, LLC | Delaware | 65-0944638 | ROSEVILLE MOTOR HOLDING, LLC | Delaware | 20-5225195 |
TABLE OF ADDITIONAL REGISTRANTS (CONTINUED)
Exact name of additional registrant as specified in its charter |
State or Other Jurisdiction of Incorporation or Organization |
IRS Employer Identification Number |
Exact name of additional registrant as specified in its charter |
State or Other Jurisdiction of Incorporation or Organization |
IRS Employer Identification Number | |||||
Pitre Chrysler-Plymouth-Jeep of Scottsdale, Inc. | Delaware | 86-0928955 | Sacramento Collision, Inc. | Delaware | 46-4553176 | |||||
Plains Chevrolet GP, LLC | Delaware | 06-1699677 | Sahara Imports, Inc. | Nevada | 86-0869592 | |||||
Plains Chevrolet, Ltd. | Texas | 20-0058622 | SAHARA NISSAN, INC. | Nevada | 88-0133547 | |||||
Port City Imports, Inc. | Texas | 74-2403712 | ||||||||
Prime Auto Cosmetics, Inc. | Delaware | 46-4552973 | ||||||||
Prime Auto Resources, Inc. | California | 33-0718037 | SHAMROCK F. HOLDING, LLC | Delaware | 20-5226693 | |||||
Quality Nissan GP, LLC | Delaware | 06-1699678 | Shamrock Ford, Inc. | California | 94-2220473 | |||||
Quality Nissan, Ltd. | Texas | 20-0058629 | Six Jays LLC | Colorado | 84-1364768 | |||||
Quinlan Motors, Inc. | Florida | 59-3268936 | SMI MOTORS HOLDING, LLC | Delaware | 20-5226719 | |||||
R. Coop Limited | Colorado | 84-1251979 | SMI Motors, Inc. | California | 95-4399082 | |||||
R.L. Buscher II, Inc. | Colorado | 84-1171763 | South Broadway Motors, LLC | Delaware | 65-0944625 | |||||
R.L. Buscher III, Inc. | Colorado | 84-1171764 | Southwest Motors of Denver, LLC | Delaware | 65-0944643 | |||||
Real Estate Holdings, Inc. | Florida | 65-0789583 | STAR MOTORS, LLC | Delaware | 65-0944646 | |||||
RENTON H IMPORTS, INC. | Delaware | 84-1491657 | Steakley Chevrolet GP, LLC | Delaware | 02-0695725 | |||||
Republic Resources Company | Delaware | 51-0370517 | Steakley Chevrolet, Ltd. | Texas | 20-0058140 | |||||
Steeplechase Motor Company | Texas | 76-0244476 | TN F Imports, LLC | Delaware | 45-4504984 | |||||
STEVE MOORE CHEVROLET DELRAY, LLC | Delaware | 65-0944647 | TORRANCE NISSAN HOLDING, LLC | Delaware | 20-5224866 | |||||
STEVE MOORE CHEVROLET, LLC | Delaware | 65-0944670 | TORRANCE NISSAN, LLC | Delaware | 65-0944661 | |||||
STEVENS CREEK HOLDING, LLC | Delaware | 20-5225154 | Tousley Ford, Inc. | Minnesota | 41-0609970 | |||||
Stevens Creek Luxury Imports Holding, LLC | Delaware | 45-4503334 | TOYOTA CERRITOS LIMITED PARTNERSHIP | Georgia | 88-0377743 | |||||
Stevens Creek Luxury Imports, Inc. | Delaware | 45-4496303 | Triangle Corporation | Delaware | 52-2025037 | |||||
Stevens Creek Motors, Inc. | California | 94-3010181 | T-West Sales & Service, Inc. | Nevada | 88-0235466 | |||||
Sunrise Nissan of Jacksonville, Inc. | Florida | 59-3427446 | TX Alliance Motors, Inc. | Texas | 74-2941297 | |||||
Sunrise Nissan of Orange Park, Inc. | Florida | 59-1357686 | TX Ennis Autoplex Motors, Inc. | Texas | 75-2301576 | |||||
Sunset Pontiac-GMC Truck South, Inc. | Florida | 59-3128431 | TX Motors of North Richland Hills, Inc. | Delaware | 75-1574866 | |||||
Sunset Pontiac-GMC, Inc. | Michigan | 38-1919584 | TX Motors on Katy Freeway, Inc. | Texas | 74-2941811 | |||||
Superior Nissan, Inc. | North Carolina | 62-1306501 | TX Motors on Southwest Loop, Inc. | Texas | 75-2095119 | |||||
SUTHERLIN CHRYSLER-PLYMOUTH JEEP-EAGLE, LLC | Delaware | 65-0944667 | TX West Houston Motors, Inc. | Texas | 74-2705707 | |||||
Sutherlin H. Imports, LLC | Delaware | 47-0922631 | Valencia Auto Imports Holding, LLC | Delaware | 45-4503286 | |||||
Sutherlin Imports, LLC | Delaware | 65-0944664 | VALENCIA B. IMPORTS HOLDING, LLC | Delaware | 20-5225959 | |||||
SUTHERLIN NISSAN, LLC | Delaware | 65-0944665 | Valencia B. Imports, Inc. | Delaware | 20-0152054 | |||||
Tasha Incorporated | California | 94-2512050 | Valencia Dodge | California | 95-3935812 |
TABLE OF ADDITIONAL REGISTRANTS (CONTINUED)
Exact name of additional registrant as specified in its charter |
State or Other Jurisdiction of Incorporation or Organization |
IRS Employer Identification Number |
Exact name of additional registrant as specified in its charter |
State or Other Jurisdiction of Incorporation or Organization |
IRS Employer Identification Number | |||||
Tempe Auto Imports, Inc. | Delaware | 46-4551989 | VALENCIA DODGE HOLDING, LLC | Delaware | 20-5226772 | |||||
TERRY YORK MOTOR CARS HOLDING, LLC | Delaware | 20-5226742 | VALENCIA H. IMPORTS HOLDING, LLC | Delaware | 20-5226809 | |||||
Terry York Motor Cars, Ltd. | California | 95-3549353 | Valencia H. Imports, Inc. | Delaware | 20-0152004 | |||||
Texan Ford Sales, Ltd. | Texas | 20-0058068 | VALLEY CHEVROLET, LLC | Delaware | 47-0922623 | |||||
Texan Ford, Inc. | Texas | 76-0207034 | VANDERBEEK MOTORS HOLDING, LLC | Delaware | 20-5226839 | |||||
Texan Sales GP, LLC | Delaware | 02-0695727 | Vanderbeek Motors, Inc. | California | 94-2494800 | |||||
Texas Management Companies LP, LLC | Delaware | 52-2135873 | Vanderbeek Olds/GMC Truck, Inc. | California | 68-0072435 | |||||
VANDERBEEK TRUCK HOLDING, LLC | Delaware | 20-5373982 | ||||||||
The Pierce Corporation II, Inc. | Arizona | 86-0743383 | VILLAGE MOTORS, LLC | Delaware | 65-0944660 | |||||
Tinley Park A. Imports, Inc. | Delaware | 52-2124968 | Vince Wiese Chevrolet, Inc. | Delaware | 95-2703429 | |||||
Tinley Park J. Imports, Inc. | Delaware | 52-2104777 | VINCE WIESE HOLDING, LLC | Delaware | 20-5226871 | |||||
Tinley Park V. Imports, Inc. | Delaware | 84-1041105 | VistaCal Luxury Imports, Inc. | Delaware | 46-4551856 | |||||
TN CDJR Motors, LLC | Delaware | 45-4504914 | W.O. Bankston Nissan, Inc. | Texas | 75-1279211 | |||||
WALLACE DODGE, LLC | Delaware | 65-0944659 | Westgate Chevrolet, Ltd. | Texas | 20-0058608 | |||||
WALLACE FORD, LLC | Delaware | 65-0944658 | Westmont A. Imports, Inc. | Delaware | 65-0725800 | |||||
WALLACE LINCOLN-MERCURY, LLC | Delaware | 65-0944657 | Westmont B. Imports, Inc. | Delaware | 65-1151452 | |||||
WALLACE NISSAN, LLC | Delaware | 65-0944655 | Westmont Collision, Inc. | Delaware | 46-4552876 | |||||
Webb Automotive Group, Inc. | California | 33-0338459 | Westmont M. Imports, Inc. | Delaware | 65-1151453 | |||||
West Colorado Motors, LLC | Delaware | 65-0944593 | Woody Capital Investment Company II | Colorado | 84-1167986 | |||||
West Houston Luxury Imports, Inc. | Delaware | 46-4552448 | Woody Capital Investment Company III | Colorado | 84-1167988 | |||||
West Side Motors, Inc. | Tennessee | 62-1030139 | Working Mans Credit Plan, Inc. | Texas | 75-2458731 | |||||
Westgate Chevrolet GP, LLC | Delaware | 06-1699676 | WPB Collision, Inc. | Delaware | 52-2109996 |
* | 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 into, 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 7 of this prospectus.
Investing in our securities involves risks, including those described under Risk Factors beginning on page 4 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 22, 2019
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i
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, are, or may deemed to be, forward-looking statements. Words such as anticipate, expect, intend, goal, plan, believe, continue, may, will, could, and variations of such words and similar expressions are intended to identify such forward-looking statements. Statements regarding our strategy, future operations, financial position, estimated financial results, planned transactions, projected costs, as well as other statements that describe our objectives, goals or plans, are forward-looking statements.
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. Our forward-looking statements reflect our current expectations concerning future results and events, and they involve known and unknown risks, uncertainties and other factors that are difficult to predict and may cause our actual results, performance or achievements to be materially different from any future results, performance and achievements expressed or implied by these 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, including fuel prices, interest rates and tariffs. Our business and results of operations are substantially dependent on vehicle sales levels in the United States and in our particular geographic markets, as well as the gross profit margins that we can achieve on our sales of vehicles, all of which are very difficult to predict. |
| Our new vehicle sales are impacted by the incentive, marketing, and other programs of vehicle manufacturers. |
| We are dependent upon the success and continued financial viability of the vehicle manufacturers and distributors with which we hold franchises. |
| We are investing significantly in our brand extension strategy, and if our strategic initiatives are not successful, we will have incurred significant expenses without the benefit of improved financial results. |
| If we are not able to maintain and enhance our retail brands and reputation or to attract consumers to our own digital channels, or if events occur that damage our retail brands, reputation, or sales channels, our business and financial results may be harmed. |
| New laws, regulations, or governmental policies regarding fuel economy and greenhouse gas emission standards, or changes to existing standards, may affect vehicle manufacturers ability to produce cost-effective vehicles or vehicles that consumers demand, which could adversely impact our business, results of operations, financial condition, cash flow, and prospects. |
| 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. |
| 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 |
1
regulations are enacted that adversely affect our operations, our business, operating results, and prospects could suffer. |
| 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. |
| 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 subject to interest rate risk in connection with our vehicle floorplan payables, revolving credit facility, and commercial paper program that could have a material adverse effect on our profitability. |
| 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 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. 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. |
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.
2
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 7 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, 2018, we owned and operated 326 new vehicle franchises from 239 stores located in the United States, predominantly in major metropolitan markets in the Sunbelt region. Our stores, which we believe include 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 92% of the new vehicles that we sold in 2018, are manufactured by Toyota (including Lexus), Honda, Ford, General Motors, FCA US, Mercedes-Benz, Nissan, BMW, and Volkswagen (including Audi and Porsche). We also own and operate 85 AutoNation-branded collision centers, and together with our vehicle dealerships, our AutoNation USA stores and our automotive auctions, we owned and operated over 325 locations coast to coast.
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 any prospectus supplement or free writing prospectus, our most recent Annual Report on Form 10-K, 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 7 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, which may include working capital, acquisitions, construction of new facilities, repayment or refinancing of debt, share repurchases and other business opportunities.
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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, par value $0.01 per share, and 5,000,000 shares of preferred stock, par value $0.01 per share. As of February 20, 2019, there were 90,058,836 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.
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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 Stockholder Proposals or Nominations
Our By-Laws provide that stockholders 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 stockholder who was a stockholder 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 stockholders intention to bring that proposal or nomination before the meeting. In addition to certain other applicable requirements, for a stockholder proposal or nomination to be properly brought before an annual meeting by a stockholder, such stockholder 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 stockholders. 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 Stockholders
Our By-Laws deny stockholders the right to call a special meeting of stockholders. Our By-Laws provide that only the Board may call special meetings of the stockholders. 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 from time to time in one or more transactions, including without limitation:
| 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 the applicable prospectus supplement or free writing prospectus, as the case may be.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, including AutoNation.
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, 2018 filed with the SEC on February 22, 2019; |
| Our Current Reports on Form 8-K filed with the SEC on January 9, 2019, January 24, 2019 and February 22, 2019 (with respect to Item 5.02 and Exhibit 10.1 of Item 9.01 only); and |
| The description of our common stock contained in our 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, Executive Vice President, General Counsel and Corporate 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. and its subsidiaries as of December 31, 2018 and 2017, and for each of the years in the three-year period ended December 31, 2018, and managements assessment of the effectiveness of internal control over financial reporting as of December 31, 2018 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 | ||||
SEC registration fee |
$ | * | ||
Printing fees and expenses |
$ | ** | ||
Legal fees and expenses |
$ | ** | ||
Accounting fees and expenses |
$ | ** | ||
Trustee and transfer agent fees and expenses |
$ | ** | ||
Rating agency and listing fees |
$ | ** | ||
Miscellaneous expenses |
$ | ** | ||
|
|
|||
TOTAL |
$ | ** |
* | To be defined pursuant to Rule 456(b) under the Securities Act and calculated in connection with an offering of securities under this Registration Statement pursuant to Rule 457(r) under the Securities Act. |
** | An estimate of the aggregate expenses in connection with the sale and distribution of the securities being offered will be included in the applicable prospectus supplement. |
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Companys 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.
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The By-Laws provide that the Companys 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.
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 the Certificate of Incorporation, any bylaw, agreement, contract, 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.
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ITEM 16. | EXHIBITS |
* To be filed by amendment or incorporated by reference in connection with the offering of any securities, as appropriate.
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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; and
(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.
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(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;
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 registrants 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 plans 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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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 22, 2019.
AUTONATION, INC. | ||
By: | /s/ Michael J. Jackson | |
Michael J. Jackson | ||
Chairman of the Board, Chief Executive | ||
Officer and 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 C. Coleman Edmunds, 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 by the following persons in the capacities and on the dates indicated.
Signature |
Title |
Date | ||
/s/ Michael J. Jackson Michael J. Jackson |
Chairman of the Board, Chief Executive Officer and President (Principal Executive Officer) | February 22, 2019 | ||
/s/ Cheryl Miller Cheryl Miller |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
February 22, 2019 | ||
/s/ Christopher R. Cade Christopher R. Cade |
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | February 22, 2019 | ||
/s/ Rick L. Burdick Rick L. Burdick |
Director | February 22, 2019 | ||
/s/ Tomago Collins Tomago Collins |
Director | February 22, 2019 | ||
/s/ David B. Edelson David B. Edelson |
Director | February 22, 2019 | ||
/s/ Robert R. Grusky Robert R. Grusky |
Director | February 22, 2019 | ||
/s/ Kaveh Khosrowshahi Kaveh Khosrowshahi |
Director | February 22, 2019 | ||
/s/ G. Mike Mikan G. Mike Mikan |
Director | February 22, 2019 | ||
/s/ Alison H. Rosenthal Alison H. Rosenthal |
Director | February 22, 2019 | ||
/s/ Jacqueline A. Travisano Jacqueline A. Travisano |
Director | February 22, 2019 |
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 22, 2019.
By: | /s/ C. Coleman Edmunds | |
C. Coleman Edmunds | ||
President |
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, C. Coleman Edmunds and Thomas J. Mila, 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/ C. Coleman Edmunds C. Coleman Edmunds |
President and Sole Director (as to corporate registrants)/Sole Manager (as to limited liability company registrants) (Principal Executive Officer) |
February 22, 2019 | ||
/s/ David E. Schoenborn David E. Schoenborn |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
February 22, 2019 |
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 22, 2019.
By: | /s/ Ronald J. Ardissone | |
Ronald J. Ardissone | ||
President |
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, C. Coleman Edmunds and Thomas J. Mila, 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/ Ronald J. Ardissone Ronald J. Ardissone |
President and Sole Director (as to corporate registrants)/Manager (as to limited liability company registrants) (Principal Executive Officer) |
February 22, 2019 | ||
/s/ Robert Shane Oldham Robert Shane Oldham |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
February 22, 2019 |
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 22, 2019.
By: | /s/ Steve Kwak | |
Steve Kwak | ||
President |
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, C. Coleman Edmunds and Thomas J. Mila, 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/ Steve Kwak Steve Kwak |
President and Sole Director (as to corporate registrants)/Manager (as to limited liability company registrants) (Principal Executive Officer) |
February 22, 2019 | ||
/s/ James Joseph Murphy James Joseph Murphy |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
February 22, 2019 |
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 22, 2019.
COSTA MESA CARS, INC.
| ||
By: | /s/ Kevin Oliff | |
Kevin Oliff | ||
President |
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, C. Coleman Edmunds and Thomas J. Mila, 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/ Kevin Oliff Kevin Oliff |
President and Sole Director (Principal Executive Officer) |
February 22, 2019 | ||
/s/ David Gregory Mayberry David Gregory Mayberry |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
February 22, 2019 |
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 22, 2019.
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, C. Coleman Edmunds and Thomas J. Mila, 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 and Sole Director (Principal Executive Officer) |
February 22, 2019 | ||
/s/ Ronald Shaeffer Ronald Shaeffer |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
February 22, 2019 |
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 Vista, State of California, on February 22, 2019.
VISTACAL LUXURY IMPORTS, 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, C. Coleman Edmunds and Thomas J. Mila, 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 and Sole Director (Principal Executive Officer) |
February 22, 2019 | ||
/s/ Ronald Shaeffer Ronald Shaeffer |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
February 22, 2019 |
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 22, 2019.
BUENA PARK LUXURY IMPORTS, INC.
| ||
By: | /s/ Jake Kahen | |
Jake Kahen | ||
President |
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, C. Coleman Edmunds and Thomas J. Mila, 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/ Jake Kahen Jake Kahen |
President and Sole Director (Principal Executive Officer) |
February 22, 2019 | ||
/s/ Jordan Fox Jordan Fox |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
February 22, 2019 |
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 22, 2019.
VALENCIA H. IMPORTS, INC.
| ||
By: | /s/ John Anthony Turja | |
John Anthony Turja | ||
President |
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, C. Coleman Edmunds and Thomas J. Mila, 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/ John Anthony Turja John Anthony Turja |
President and Sole Director (Principal Executive Officer) |
February 22, 2019 | ||
/s/ Erin Marrone Erin Marrone |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
February 22, 2019 |
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 22, 2019.
CARWELL, LLC
| ||
By: | /s/ Sudhir Sood | |
Sudhir Sood | ||
President |
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, C. Coleman Edmunds and Thomas J. Mila, 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/ Sudhir Sood Sudhir Sood |
President and Manager (Principal Executive Officer) |
February 22, 2019 | ||
/s/ Linda Terashita Linda Terashita |
Vice President, Secretary and Manager |
February 22, 2019 | ||
/s/ David Sheu David Sheu |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
February 22, 2019 |
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 22, 2019.
VINCE WIESE CHEVROLET, INC.
| ||
By: | /s/ Charles Coia | |
Charles 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, C. Coleman Edmunds and Thomas J. Mila, 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/ Charles Coia Charles Coia |
President and Sole Director (Principal Executive Officer) |
February 22, 2019 | ||
/s/ Erin Marrone Erin Marrone |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
February 22, 2019 |
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 22, 2019.
PEYTON CRAMER FORD | ||
By: | /s/ Dan Turner | |
Dan Turner | ||
President |
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, C. Coleman Edmunds and Thomas J. Mila, 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/ Dan Turner Dan Turner |
President and Sole Director (Principal Executive Officer) |
February 22, 2019 | ||
/s/ Elisa Da Silva Elisa Da Silva |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
February 22, 2019 |
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 22, 2019.
MAGIC ACQUISITION CORP. | ||
By: | /s/ Ara Printsian | |
Ara Printsian | ||
President |
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, C. Coleman Edmunds and Thomas J. Mila, 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/ Ara Printsian Ara Printsian |
President and Sole Director (Principal Executive Officer) |
February 22, 2019 | ||
/s/ Erin Marrone Erin Marrone |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
February 22, 2019 |
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 22, 2019.
JOE MACPHERSON FORD | ||
By: | /s/ Jeffrey Nicols | |
Jeffrey Nicols | ||
President |
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, C. Coleman Edmunds and Thomas J. Mila, 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/ Jeffrey Nicols Jeffrey Nicols |
President and Sole Director (Principal Executive Officer) |
February 22, 2019 | ||
/s/ David Gregory Mayberry David Gregory Mayberry |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
February 22, 2019 |
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 22, 2019.
AUTO CAR, INC. | ||
By: | /s/ Leslie Braner | |
Leslie 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, C. Coleman Edmunds and Thomas J. Mila, 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/ Leslie Braner Leslie Braner |
President and Sole Director (Principal Executive Officer) |
February 22, 2019 | ||
/s/ Kimberly Jackson Kimberly Jackson |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
February 22, 2019 |
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 22, 2019.
ALLISON BAVARIAN | ||
By: | /s/ Pejman Roshan | |
Pejman Roshan |
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, C. Coleman Edmunds and Thomas J. Mila, 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/ Pejman Roshan Pejman Roshan |
President and Sole Director (Principal Executive Officer) |
February 22, 2019 | ||
/s/ Douglas Crumlich Douglas Crumlich |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
February 22, 2019 |
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 22, 2019.
ROSEVILLE MOTOR CORPORATION | ||
By: | /s/ Mo Mehrpore | |
Mo Mehrpore | ||
President |
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, C. Coleman Edmunds and Thomas J. Mila, 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/ Mo Mehrpore Mo Mehrpore |
President and Sole Director (Principal Executive Officer) |
February 22, 2019 | ||
/s/ Kimberly Jackson Kimberly Jackson |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
February 22, 2019 |
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 22, 2019.
STEVENS CREEK MOTORS, INC. | ||
By: | /s/ Raymond Pezzi | |
Raymond Pezzi | ||
President |
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, C. Coleman Edmunds and Thomas J. Mila, 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/ Raymond Pezzi Raymond Pezzi |
President and Sole Director (Principal Executive Officer) |
February 22, 2019 | ||
/s/ Douglas Crumlich Douglas Crumlich |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
February 22, 2019 |
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 22, 2019.
TERRY YORK MOTOR CARS, LTD. | ||
By: | /s/ Chance Corbitt | |
Chance Corbitt | ||
President |
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, C. Coleman Edmunds and Thomas J. Mila, 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/ Chance Corbitt Chance Corbitt |
President and Sole Director (Principal Executive Officer) |
February 22, 2019 | ||
/s/ Elisa Da Silva Elisa Da Silva |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
February 22, 2019 |
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 22, 2019.
AN FREMONT LUXURY IMPORTS, INC. | ||
By: | /s/ Gretchen Sprenger | |
Gretchen Sprenger | ||
President |
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, C. Coleman Edmunds and Thomas J. Mila, 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/ Gretchen Sprenger Gretchen Sprenger |
President and Sole Director (Principal Executive Officer) |
February 22, 2019 | ||
/s/ Michael Dunleavy Michael Dunleavy |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
February 22, 2019 |
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 22, 2019.
PEYTON CRAMER AUTOMOTIVE | ||
By: | /s/ William Haisley | |
William Haisley | ||
President |
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, C. Coleman Edmunds and Thomas J. Mila, 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 Haisley William Haisley |
President and Sole Director (Principal Executive Officer) |
February 22, 2019 | ||
/s/ David Sheu David Sheu |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
February 22, 2019 |
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 22, 2019.
VALENCIA B. IMPORTS, INC. | ||
By: | /s/ Kharen Pilikyan | |
Kharen 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, C. Coleman Edmunds and Thomas J. Mila, 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/ Kharen Pilikyan Kharen Pilikyan |
President and Sole Director (Principal Executive Officer) |
February 22, 2019 | ||
/s/ Erin Marrone Erin Marrone |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
February 22, 2019 |
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 22, 2019.
NEWPORT BEACH CARS, LLC | ||
By: | /s/ Timothy Tauber | |
Timothy 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, C. Coleman Edmunds and Thomas J. Mila, 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/ Timothy Tauber Timothy Tauber |
President and Director (Principal Executive Officer) |
February 22, 2019 | ||
/s/ David Gregory Mayberry David Gregory Mayberry |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
February 22, 2019 |
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 22, 2019.
EDGREN MOTOR COMPANY, INC. | ||
By: | /s/ Joey Kohistani | |
Joey Kohistani | ||
President |
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, C. Coleman Edmunds and Thomas J. Mila, 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/ Joey Kohistani Joey Kohistani |
President and Sole Director (Principal Executive Officer) |
February 22, 2019 | ||
/s/ Michael Dunleavy Michael Dunleavy |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
February 22, 2019 |
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 22, 2019.
VANDERBEEK MOTORS, INC. | ||
By: | /s/ Ryan Nelson | |
Ryan Nelson | ||
President |
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, C. Coleman Edmunds and Thomas J. Mila, 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/ Ryan Nelson Ryan Nelson |
President and Director (Principal Executive Officer) |
February 22, 2019 | ||
/s/ Jason Gilevski /s/ Jason Gilevski |
Vice President, Secretary and Director |
February 22, 2019 | ||
/s/ Thomas Hood Thomas Hood |
Vice President and Director |
February 22, 2019 | ||
/s/ Kimberly Jackson Kimberly Jackson |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
February 22, 2019 |
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 22, 2019.
JOE MACPHERSON INFINITI | ||
By: | /s/ Steve Kwak | |
Steve Kwak | ||
President |
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, C. Coleman Edmunds and Thomas J. Mila, 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/ Steve Kwak Steve Kwak |
President and Sole Director (Principal Executive Officer) |
February 22, 2019 | ||
/s/ Ronald Shaeffer Ronald Shaeffer |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
February 22, 2019 |
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 22, 2019.
AN IMPORTS OF STEVENS CREEK, INC. | ||
By: | /s/ Robert Stuban | |
Robert Stuban | ||
President |
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, C. Coleman Edmunds and Thomas J. Mila, 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/ Robert Stuban Robert Stuban |
President and Sole Director (Principal Executive Officer) |
February 22, 2019 | ||
/s/ Douglas Crumlich Douglas Crumlich |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
February 22, 2019 |
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 22, 2019.
HOUSE OF IMPORTS, INC. | ||
By: | /s/ Mark LeCompte | |
Mark LeCompte | ||
President |
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, C. Coleman Edmunds and Thomas J. Mila, 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 LeCompte Mark LeCompte |
President and Sole Director (Principal Executive Officer) |
February 22, 2019 | ||
/s/ Jordan Fox Jordan Fox |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
February 22, 2019 |
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 22, 2019.
AN SAN JOSE LUXURY IMPORTS, INC. | ||
By: | /s/ Patrick Terhaar | |
Patrick Terhaar | ||
President |
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, C. Coleman Edmunds and Thomas J. Mila, 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/ Patrick Terhaar Patrick Terhaar |
President and Director (Principal Executive Officer) |
February 22, 2019 | ||
/s/ Kevin Sitch Kevin Sitch |
Vice President, Secretary and Director |
February 22, 2019 | ||
/s/ Linda Clemit Linda Clemit |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
February 22, 2019 |
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 22, 2019.
STEVENS CREEK LUXURY IMPORTS, INC. | ||
By: | /s/ Kevin Sitch | |
Kevin Sitch | ||
President |
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, C. Coleman Edmunds and Thomas J. Mila, 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/ Kevin Sitch Kevin Sitch |
President and Sole Director (Principal Executive Officer) |
February 22, 2019 | ||
/s/ Linda Clemit Linda Clemit |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
February 22, 2019 |
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 22, 2019.
AUTO COMPANY XXII, INC. | ||
By: | /s/ Stan Mojaisky | |
Stan Mojaisky | ||
President |
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, C. Coleman Edmunds and Thomas J. Mila, 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/ Stan Mojaisky Stan Mojaisky |
President and Sole Director (Principal Executive Officer) |
February 22, 2019 | ||
/s/ Linda Clemit Linda Clemit |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
February 22, 2019 |
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 22, 2019.
AUTO COMPANY XXIII, INC. | ||
By: | /s/ James Garwick | |
James Garwick | ||
President |
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, C. Coleman Edmunds and Thomas J. Mila, 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 Garwick James Garwick |
President and Sole Director (Principal Executive Officer) |
February 22, 2019 | ||
/s/ Erin Marrone Erin Marrone |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
February 22, 2019 |
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 22, 2019.
AN VALENCIA AUTO IMPORTS, INC. | ||
By: | /s/ Kharen Pilikyan | |
Kharen 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, C. Coleman Edmunds and Thomas J. Mila, 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/ Kharen Pilikyan Kharen Pilikyan |
President and Sole Director (Principal Executive Officer) |
February 22, 2019 | ||
/s/ Erin Marrone Erin Marrone |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
February 22, 2019 |
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 22, 2019.
MR. WHEELS, INC. | ||
By: | /s/ Steve Kwak | |
Steve Kwak | ||
President |
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, C. Coleman Edmunds and Thomas J. Mila, 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/ Steve Kwak Steve Kwak |
President and Sole Director (Principal Executive Officer) |
February 22, 2019 | ||
/s/ Edna Reyes Dumaual Edna Reyes Dumaual |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
February 22, 2019 |
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 22, 2019.
IRVINE IMPORTS, INC. | ||
By: | /s/ Steve Kwak | |
Steve Kwak | ||
President |
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, C. Coleman Edmunds and Thomas J. Mila, 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/ Steve Kwak Steve Kwak |
President and Sole Director (Principal Executive Officer) |
February 22, 2019 | ||
/s/ Ronald Shaeffer Ronald Shaeffer |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
February 22, 2019 |
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 Hayward, State of California, on February 22, 2019.
AUTO MISSION, LTD. | ||
By: | /s/ Steve Kwak | |
Steve Kwak | ||
President |
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, C. Coleman Edmunds and Thomas J. Mila, 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/ Steve Kwak Steve Kwak |
President and Sole Director (Principal Executive Officer) |
February 22, 2019 | ||
/s/ Michael Dunleavy Michael Dunleavy |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
February 22, 2019 |
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 22, 2019.
BARGAIN RENT-A- CAR | ||
By: | /s/ Steve Kwak | |
Steve Kwak | ||
President |
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, C. Coleman Edmunds and Thomas J. Mila, 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/ Steve Kwak Steve Kwak |
President and Sole Director (Principal Executive Officer) |
February 22, 2019 | ||
/s/ Edna Reyes Dumaual Edna Reyes Dumaual |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
February 22, 2019 |
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 22, 2019.
FIT KIT, INC. | ||
By: | /s/ Steve Kwak | |
Steve Kwak | ||
President |
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, C. Coleman Edmunds and Thomas J. Mila, 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/ Steve Kwak Steve Kwak |
President and Sole Director (Principal Executive Officer) |
February 22, 2019 | ||
/s/ Evan Brock Evan Brock |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
February 22, 2019 |
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 22, 2019.
AUTONATION HOLDING CORP. | ||
By: | /s/ C. Coleman Edmunds | |
C. Coleman Edmunds | ||
President |
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, C. Coleman Edmunds and Thomas J. Mila, 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/ C. Coleman Edmunds C. Coleman Edmunds |
President and Director (Principal Executive Officer) |
February 22, 2019 | ||
/s/ David Schoenborn David Schoenborn |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
February 22, 2019 | ||
/s/ Guillermo Pernas, Jr. Guillermo Pernas, Jr. |
Director |
February 22, 2019 |
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 22, 2019.
AUTONATION.COM, INC. | ||
By: | /s/ Damoon Eawaz | |
Damoon Eawaz | ||
President |
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, C. Coleman Edmunds and Thomas J. Mila, 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/ Damoon Eawaz Damoon Eawaz |
President and Sole Director (Principal Executive Officer) |
February 22, 2019 | ||
/s/ Damoon Eawaz Damoon Eawaz |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
February 22, 2019 |
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 22, 2019.
AUTONATION BENEFITS COMPANY, INC. | ||
By: | /s/ Maureen Redman | |
Maureen Redman | ||
President |
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, C. Coleman Edmunds and Thomas J. Mila, 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/ Maureen Redman Maureen Redman |
President (Principal Executive Officer) |
February 22, 2019 | ||
/s/ Davis E. Schoenborn Davis E. Schoenborn |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
February 22, 2019 | ||
/s/ C. Coleman Edmunds C. Coleman Edmunds |
Director |
February 22, 2019 |
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 Gardena, State of California, on February 22, 2019.
PRIME AUTO RESOURCES, INC. | ||
By: | /s/ Lewis Beshoff | |
Lewis 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, C. Coleman Edmunds and Thomas J. Mila, 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/ Lewis Beshoff Lewis Beshoff |
President and Sole Director (Principal Executive Officer) |
February 22, 2019 | ||
/s/ Anita Gayle Evans Anita Gayle Evans |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
February 22, 2019 |
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 22, 2019.
PRIME AUTO COSMETICS, INC. | ||
By: | /s/ Nick Anderson | |
Nick Anderson | ||
President |
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, C. Coleman Edmunds and Thomas J. Mila, 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/ Nick Anderson Nick Anderson |
President and Director (Principal Executive Officer) |
February 22, 2019 | ||
/s/ David Sheu David Sheu |
Treasurer (Principal Financial Officer and Principal Accounting Officer) | February 22, 2019 |
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 22, 2019.
ACP AUTO PARTS, LLC | ||
By: | /s/ Scott Arnold | |
Scott Arnold | ||
President |
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, C. Coleman Edmunds and Thomas J. Mila, 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/ Scott Arnold Scott Arnold |
President (Principal Executive Officer) |
February 22, 2019 | ||
/s/ C. Coleman Edmunds C. Coleman Edmunds |
Vice President, Secretary and Sole Manager |
February 22, 2019 | ||
/s/ David E. Schoenborn David E. Schoenborn |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
February 22, 2019 |
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 22, 2019.
AUTO COMPANY XIX, INC. | ||
By: | /s/ Dan Comouche | |
Dan Comouche | ||
President |
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J. Jackson, C. Coleman Edmunds and Thomas J. Mila, 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/ Dan Comouche Dan Comouche |
President and Sole Director (Principal Executive Officer) |
February 22, 2019 | ||
/s/ David Gregory Mayberry David Gregory Mayberry |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
February 22, 2019 |
Exhibit 5.1
[Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP]
February 22, 2019
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 registration statement on Form S-3 (the Registration Statement), to be filed on the date hereof by the Company with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933 (the Securities 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 Securities Act (the Rules and Regulations), 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), which may be issued in one or more series; (iii) debt securities (the Debt Securities), which may be issued in one or more series under the Indenture, dated as of April 14, 2010 (the Indenture), 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; (iv) warrants to purchase shares of Common Stock, shares of Preferred Stock, Debt Securities or other securities (the Warrants), which may be issued pursuant to one or more warrant agreements (each, a 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 to purchase shares of Common Stock, shares of Preferred Stock, Debt Securities or other securities (the Subscription Rights), 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 therein (each, a Subscription Agent); (vi) fractional shares of Preferred Stock represented
AutoNation, Inc.
February 22, 2019
Page 2
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 therein (the Bank Depositary); (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, shares of Common Stock, shares of 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 one or more purchase contract agents to be named therein (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 one or more 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 offered pursuant to the Registration Statement 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 Securities Act.
In rendering the opinions stated herein, we have examined and relied upon the following: (i) the Registration Statement; (ii) the Indenture; (iii) a specimen certificate representing the Common Stock; (iv) an executed copy of a certificate of Thomas J. Mila, Assistant Secretary of the Company, dated as of the date hereof (the Assistant Secretarys Certificate); (v) a copy of the Certificate of Incorporation of the Company, as certified by the Secretary of State of the State of Delaware as of the date hereof and certified pursuant to the Assistant Secretarys Certificate (the Certificate of Incorporation); (vi) a copy of the Bylaws of the Company, as amended and in effect as of the date hereof and certified pursuant to the Assistant Secretarys Certificate (the Bylaws); and (vii) a copy of certain resolutions of the board of directors of the Company (the Board of Directors) adopted on February 15, 2019, certified pursuant to the Assistant Secretarys Certificate.
AutoNation, Inc.
February 22, 2019
Page 3
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. 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) 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 (ii) the General Corporation Law of the State of Delaware (the DGCL) (all of the foregoing being referred to as Opined on Law). 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.
As used herein, Transaction Agreements means the Indenture and the supplemental indentures and officers certificates establishing the terms of the Debt Securities pursuant thereto, the Warrant Agreements, the Subscription Rights Agreements, the Deposit Agreements, the Purchase Contract Agreements, the Unit Agreements and any applicable underwriting or purchase agreement.
The opinions stated in paragraphs 1 through 8 below presume that all of the following (collectively, the general conditions) shall have occurred prior to the issuance of the Offered Securities referred to therein: (i) the Registration Statement, as finally amended (including all necessary post-effective amendments), has become effective under the Securities Act; (ii) an appropriate prospectus supplement or term sheet with respect to such Offered Securities has been prepared, delivered and filed in compliance with the Securities Act and the applicable Rules and Regulations; (iii) the applicable Transaction Agreements shall have been duly authorized, executed and delivered by the Company and the other parties thereto,
AutoNation, Inc.
February 22, 2019
Page 4
including, if such Offered Securities are to be sold or otherwise distributed pursuant to a firm commitment underwritten offering, the underwriting agreement or purchase agreement with respect thereto; (iv) the Board of Directors of the Company, including any duly authorized committee thereof, shall have taken all necessary corporate action to approve the issuance and sale of such Offered Securities and related matters and appropriate officers of the Company have taken all related action as directed by or under the direction of the Board of Directors of the Company; and (v) the terms of the applicable Transaction Agreements and the issuance and sale of such Offered Securities have been duly established in conformity with the Certificate of Incorporation (as then in effect) so as not to violate any applicable law, the Certificate of Incorporation (as then in effect) or the Bylaws (as then in effect), 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.
Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that:
1. | With respect to the shares of any Common Stock to be offered by the Company pursuant to the Registration Statement, including any Indeterminate Securities (the Offered Common Stock), when (i) the general conditions have been satisfied; (ii) if the Offered Common Stock is to be certificated, certificates in the form required under the DGCL representing the shares of Offered Common Stock have been duly executed and countersigned; and (iii) the shares of Offered Common Stock are registered in the Companys 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 provisions of the applicable Transaction Agreement, will be duly authorized by all requisite corporate action on the part of the Company under the DGCL and 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 to be offered by the Company pursuant to the Registration Statement, including any Indeterminate Securities (the Offered Preferred Stock), when (i) the general conditions have been satisfied; (ii) the Board of Directors, or a duly authorized committee thereof, has duly adopted a Certificate of Designation for the Offered Preferred Stock in accordance with the applicable provisions of the DGCL (the Certificate of Designation); (iii) the filing of the Certificate of Designation with the Secretary of State of |
AutoNation, Inc.
February 22, 2019
Page 5
the State of Delaware has duly occurred; (iv) if the Offered Preferred Stock is to be certificated, certificates in the form required under the DGCL representing the shares of Offered Preferred Stock have been duly executed and countersigned; and (v) the shares of Offered Preferred Stock are registered in the Companys 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 Transaction Agreement, will be duly authorized by all requisite corporate action on the part of the Company under the DGCL and 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 to be offered by the Company pursuant to the Registration Statement, including any Indeterminate Securities constituting Debt Securities of such series (the Offered Debt Securities), when (i) the general conditions shall have been satisfied; (ii) the Indenture and any supplemental indenture related to such Offered Debt Securities has been duly qualified under the Trust Indenture Act of 1939, as amended; (iii) the issuance, sale and terms of the Offered Debt Securities and related matters have been approved and established in conformity with the applicable Transaction Agreements; and (iv) the certificates evidencing the Offered Debt Securities have been issued in a form that complies with the applicable Transaction Agreements and have been duly executed and authenticated in accordance with the provisions of the Indenture and any other applicable Transaction Agreements and issued and sold or otherwise distributed in accordance with the provisions of the applicable Transaction Agreement upon payment of the agreed-upon consideration therefor, the Offered Debt Securities will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms under the laws of the State of New York. |
4. | With respect to any Warrants to be offered by the Company pursuant to the Registration Statement, including any Indeterminate Securities constituting Warrants (the Offered Warrants), when (i) the general conditions shall have been satisfied; (ii) the Common Stock, Preferred Stock and/or Debt Securities for which the Offered Warrants are exercisable have been duly authorized for issuance by the Company; and (iii) certificates evidencing the Offered Warrants have been duly executed, delivered and countersigned in accordance with the provisions of |
AutoNation, Inc.
February 22, 2019
Page 6
the applicable Warrant Agreement, the Offered Warrants, when issued and sold or otherwise distributed in accordance with the applicable Transaction Agreement upon payment of the agreed-upon consideration therefor, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms under the laws of the State of New York. |
5. | With respect to any Subscription Rights to be offered by the Company pursuant to the Registration Statement, including any Indeterminate Securities constituting Subscription Rights (the Offered Subscription Rights), when (i) the general conditions shall have been satisfied; (ii) the Common Stock, Preferred Stock and/or Debt Securities relating to such Offered Subscription Rights have been duly authorized for issuance by the Company; and (iii) the Subscription Rights Certificates have been duly executed, delivered and countersigned in accordance with the provisions of the applicable Subscription Rights Agreement, the Offered Subscription Rights, when issued and sold or otherwise distributed in accordance with the provisions of the applicable Transaction Agreement upon payment of the agreed-upon consideration therefor, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms under the laws of the State of New York. |
6. | With respect to any Depositary Shares to be offered by the Company pursuant to the Registration Statement, including any Indeterminate Securities constituting Depositary Shares (the Offered Depositary Shares), when (i) the general conditions shall have been satisfied; (ii) the Preferred Stock relating to such Offered Depositary Shares have been duly authorized for issuance by the Company; (iii) the Offered Depositary Shares have been duly executed, delivered, countersigned, issued and sold in accordance with the provisions of the applicable Deposit Agreement, and the Offered Depositary Shares have been delivered to the Bank Depositary for deposit in accordance with the applicable Deposit Agreement; and (iv) the Receipts evidencing the Offered Depositary Shares have been duly issued against deposit of the related shares of Preferred Stock with the Bank Depositary in accordance with the applicable Deposit Agreement, such Deposit Agreement will constitute a legally valid and binding obligation of the Company, enforceable against the Company in accordance with its respective terms under the laws of the State of New York. |
AutoNation, Inc.
February 22, 2019
Page 7
7. | With respect to any Stock Purchase Contracts to be offered by the Company pursuant to the Registration Statement, including the Indeterminate Securities constituting Stock Purchase Contracts (the Offered Stock Purchase Contracts), when (i) the general conditions shall have been satisfied; (ii) the Common Stock, Preferred Stock or Depositary Shares relating to such Offered Stock Purchase Contracts have been duly authorized for issuance by the Company; and (iii) the Offered Stock Purchase Contracts have been duly executed, delivered and countersigned in accordance with the provisions of the applicable Purchase Contract Agreement, the Offered Stock Purchase Contracts, when issued and sold or otherwise distributed in accordance with the provisions of the applicable Transaction Agreement upon payment of the agreed-upon consideration therefor, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms under the laws of the State of New York. |
8. | With respect to any Units to be offered by the Company pursuant to the Registration Statement, including any Indeterminate Securities constituting Units (the Offered Units), when (i) the general conditions shall have been satisfied; (ii) the Common Stock, Preferred Stock, Debt Securities, Warrants, Depositary Shares or Stock Purchase Contracts relating to such Offered Units have been duly authorized for issuance by the Company; and (iii) certificates evidencing the Offered Units have been duly executed, delivered and countersigned in accordance with the provisions of the applicable Unit Agreement, the Offered Units, when issued and sold or otherwise distributed in accordance with the applicable Transaction Agreement upon payment of the agreed-upon consideration therefor, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms under the laws of the State of New York. |
The opinions stated herein are subject to the following qualifications:
(a) the opinions stated herein are limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, preference and other similar laws affecting creditors rights generally, and by general principles of equity (regardless of whether enforcement is sought in equity or at law);
(b) we do not express any opinion with respect to any law, rule or regulation that is applicable to any party to any of the Transaction Agreements or the transactions contemplated thereby solely because such law, rule or regulation is part of a regulatory regime applicable to any such party or any of its affiliates as a result of the specific assets or business operations of such party or such affiliates;
AutoNation, Inc.
February 22, 2019
Page 8
(c) except to the extent expressly stated in the opinions contained herein, we have assumed that each of the Transaction Agreements constitutes the valid and binding obligation of each party to such Transaction Agreement, enforceable against such party in accordance with its terms;
(d) we do not express any opinion with respect to the enforceability of any provision contained in any Transaction Agreement relating to any indemnification, contribution, exculpation, release or waiver that may be contrary to public policy or violative of federal or state securities laws, rules or regulations;
(e) we do not express any opinion with respect to the enforceability of any provision of any Transaction Agreement to the extent that such section purports to bind the Company to the exclusive jurisdiction of any particular federal court or courts;
(f) we call to your attention that irrespective of the agreement of the parties to any Transaction Agreement, a court may decline to hear a case on grounds of forum non conveniens or other doctrine limiting the availability of such court as a forum for resolution of disputes; in addition, we call to your attention that we do not express any opinion with respect to the subject matter jurisdiction of the federal courts of the United States of America in any action arising out of or relating to any Transaction Agreement;
(g) 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;
(h) we have assumed that New York law will be chosen to govern the Warrant Agreements, the Subscription Rights Agreements, the Deposit Agreements, the Purchase Contract Agreements and the Unit Agreements, and that such choice is and will be a valid and legal provision;
(i) we have assumed that each of the Indenture, any supplemental indentures thereto, the Warrant Agreements, Deposit Agreements, Subscription Rights Agreements, Purchase Contract Agreements and the Unit Agreements has been or will be duly authorized, executed and delivered by the Trustee, Warrant Agents, Bank Depositary, Subscription Agents, Purchase Contract Agents and Unit Agents, as the case may be, and that any Debt Securities, Warrants, Receipts, Subscription Rights Certificates, 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, Depositary, Subscription Agent, Purchase Contract Agent and Unit Agent, as the case may be;
AutoNation, Inc.
February 22, 2019
Page 9
(j) we do not express any opinion with respect to the enforceability of any provision contained in any Transaction Agreement providing for indemnity by any party thereto against any loss in obtaining the currency due to such party under any Transaction Agreement from a court judgment in another currency; and
(k) we have assumed that the choice of a currency other than U.S. dollars as the currency in which any Offered Debt Securities may be denominated does not contravene any exchange control or other laws of the jurisdiction of any such currency, and further we call to your attention that a court may not award a judgment in any currency other than U.S. dollars.
In addition, in rendering the foregoing opinions we have assumed that neither the execution and delivery by the Company of the Transaction Agreements to which the Company is a party nor the performance by the Company of its obligations thereunder, including the issuance and sale of the applicable Offered Securities: (i) constitutes or will constitute a violation of, or a default under, any lease, indenture, instrument or other agreement to which the Company or its property is subject; (ii) contravened or will contravene any order or decree of any governmental authority to which the Company or its property is subject; (iii) violates or will violate any law, rule or regulation to which the Company or its property is subject (except that we do not make the assumption set forth in this clause (iii) with respect to the Opined-on Law); or (iv) requires or will require the consent, approval, licensing or authorization of, or any filing, recording or registration with, any governmental authority under any law, rule or regulation of any jurisdiction.
We hereby consent to the reference to our firm under the heading Legal Matters in the prospectus forming part of the Registration Statement. We also hereby consent to the filing of this opinion with the Commission as an exhibit to 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 Securities Act or the Rules and Regulations. 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
BWD
Exhibit 5.2
AutoNation, Inc.
200 SW 1st Avenue
Fort Lauderdale, FL 33301
February 22, 2019
AutoNation, Inc.
200 SW 1st Avenue
Fort Lauderdale, FL 33301
Re: | AutoNation, Inc. |
Registration Statement on Form S-3
Ladies and Gentlemen:
I am Executive Vice President, General Counsel and Corporate 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 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 Securities and Exchange Commission (the Commission) under the Securities Act of 1933 (the Securities Act). 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 (the Rules and Regulations), of guarantees of debt securities of the Company, which may be issued in one or more series (the Debt Securities), by subsidiaries of the Company (the Subsidiary Guarantees), including Subsidiary Guarantees 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 21, 2019; and (v) copies of certain resolutions of the Board of Directors of the Company, adopted on February 15, 2019.
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.
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, (iv) the general partnership statutes set forth on Schedule IV hereto, and (v) 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
2
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 qualifications 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 pursuant to the Registration Statement (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; (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 Guarantors board of directors or managers, or any authorized committee thereof, or by such Subsidiary Guarantors 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 (as then in effect) and bylaws (as then in effect), certificate of formation (as then in effect), limited liability company agreement (as then in effect) or limited partnership agreement (as then in effect), 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 governmental authority having jurisdiction over the Subsidiary Guarantors or the Trustee; and (g) the Offered Subsidiary Guarantee has been issued in a form that complies with the Indenture and any supplemental indenture and 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
3
enforcement thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, preference or other similar laws now or hereafter in effect affecting creditors rights generally, (ii) general principles of equity (regardless of whether enforcement is sought in equity or at law), (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. 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.
Very truly yours, |
/s/ C. Coleman G. Edmunds |
C. Coleman G. Edmunds |
Executive Vice President, General Counsel and Corporate Secretary of AutoNation, Inc. |
4
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. |
ACP Auto Parts, LLC |
ACP Holding Corp. |
AL F-L Motors, LLC |
AL Fort Payne Motors, LLC |
Albert Berry Motors, Inc. |
Allen Samuels Chevrolet of Corpus Christi, Inc. |
Allen Samuels Chevrolet of Waco, Inc. |
Allison Bavarian |
Allison Bavarian Holding, LLC |
All-State Rent A Car, Inc. |
American Way Motors, Inc. |
AN AutoParts, Inc. |
AN Cadillac of WPB, LLC |
AN Central Region Management, LLC |
AN Chevrolet - Arrowhead, Inc. |
AN CJ Valencia, Inc. |
AN Collision Center FTL South, 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 Sarasota, Inc. |
AN Collision Center of Tempe, Inc. |
AN Corporate Management Payroll Corp. |
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 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 Ft. Lauderdale, Inc. |
AN Motors of Memphis, Inc. |
AN Motors of Pembroke, LLC |
AN Motors of Scottsdale, LLC |
AN Motors on Federal Highway, LLC |
AN Motors on South Padre, LP |
AN North Phoenix Collision, Inc. |
AN Pontiac GMC Houston North GP, LLC |
AN Pontiac GMC Houston North, LP |
AN San Jose Luxury Imports Holdings, LLC |
AN San Jose Luxury Imports, Inc. |
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 Western Region Management, LLC |
AN/CF Acquisition Corp. |
AN/KPBG Motors, Inc. |
AN/MF Acquisition Corp. |
AN/MNI Acquisition Corp. |
AN/PF Acquisition Corp. |
ANUSA Holding, LLC |
Appleway Chevrolet, Inc. |
ASE Motors Holding Corp. |
Auto Car Holding, LLC |
Auto Car, Inc. |
Auto Company 2016-13, Inc. |
Auto Company 2016-15, Inc. |
Auto Company 2016-16, Inc. |
Auto Company 2016-17, Inc. |
Auto Company 2016-18, Inc. |
Auto Company 2016-19, Inc. |
Auto Company 2016-20, Inc. |
Auto Company 2017-01, Inc. |
Auto Company 2017-02, Inc. |
Auto Company 2017-03, Inc. |
Auto Company 2017-04, Inc. |
Auto Company 2017-05, Inc. |
Auto Company 2017-06, Inc. |
Auto Company 2017-07, Inc. |
Auto Company 2017-08, Inc. |
Auto Company 2017-09, Inc. |
Auto Company 2017-10, Inc. |
Auto Company IX, Inc. |
Auto Company VI, Inc. |
Auto Company VII, Inc. |
Auto Company VIII, Inc. |
Auto Company XI, Inc. |
Auto Company XII, Inc. |
Auto Company XIII, Inc. |
Auto Company XIV, Inc. |
Auto Company XIX, Inc. |
Auto Company XVII, Inc. |
Auto Company XXI, Inc. |
Auto Company XXII, Inc. |
Auto Company XXIII, Inc. |
Auto Company XXV, Inc. |
Auto Company XXVII, Inc. |
Auto Company XXVIII, Inc. |
Auto Dealership 2016-1, LLC |
Auto Dealership 2016-10, LLC |
Auto Dealership 2016-2, LLC |
Auto Dealership 2016-4, LLC |
Auto Dealership 2016-5, LLC |
Auto Dealership 2016-6, LLC |
Auto Dealership 2016-7, LLC |
Auto Dealership 2016-9, LLC |
Auto Dealership 2017-01, LLC |
Auto Dealership 2017-03, LLC |
Auto Dealership 2017-04, LLC |
Auto Dealership 2017-05, LLC |
Auto Dealership 2017-06, LLC |
Auto Dealership 2017-07, LLC |
Auto Dealership 2017-08, LLC |
Auto Dealership 2017-09, LLC |
Auto Dealership 2017-10, LLC |
Auto Dealership 2017-11, LLC |
Auto Dealership 2017-12, LLC |
Auto Dealership 2017-13, LLC |
Auto Dealership 2017-14, LLC |
Auto Dealership 2017-15, LLC |
Auto Dealership 2017-16, LLC |
Auto Dealership 2017-17, LLC |
Auto Dealership 2017-18, LLC |
Auto Dealership 2017-19, LLC |
Auto Dealership 2017-20, LLC |
Auto Dealership 2017-21, LLC |
Auto Dealership 2017-22, LLC |
Auto Dealership 2017-23, LLC |
Auto Dealership 2017-24, LLC |
Auto Dealership 2017-25, LLC |
Auto Dealership 2017-26, LLC |
Auto Dealership 2017-27, LLC |
Auto Dealership 2017-28, LLC |
Auto Dealership 2017-29, LLC |
Auto Dealership 2017-30, LLC |
Auto Dealership III, LLC |
Auto Dealership IV, LLC |
Auto Dealership IX, LLC |
Auto Dealership V, LLC |
Auto Dealership VI, LLC |
Auto Dealership VII, LLC |
Auto Dealership VIII, LLC |
Auto Dealership X, LLC |
Auto Dealership XXIII, LLC |
Auto Holding, LLC |
Auto Mission Holding, LLC |
Auto Mission Ltd. |
Auto Motors of Englewood, LLC |
Auto TechLabs, Inc. |
Auto West, Inc. |
Autohaus Holdings, Inc. |
AutoNation Benefits Company, Inc. |
AutoNation Corporate Management, LLC |
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 Orlando Venture Holdings, Inc. |
AutoNation Realty Corporation |
AutoNation Suite 101, Inc. |
AutoNation USA of Perrine, Inc. |
AutoNation V. Imports of Delray Beach, LLC |
AutoNation.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. |
Bell Motors, LLC |
Bellevue Automotive, Inc. |
Bellevue Collision, Inc. |
Bengal Motor Company, Ltd. |
Bengal Motors, Inc. |
Bethesda Luxury Imports, LLC |
Bill Ayares Chevrolet, LLC |
Bledsoe Dodge, LLC |
Bob Townsend Ford, Inc. |
Body Shop Holding Corp. |
Brown & Brown Chevrolet - Superstition Springs, LLC |
Brown & Brown Chevrolet, Inc. |
Brown & Brown Nissan Mesa, L.L.C. |
Brown & Brown Nissan, Inc. |
Buena Park Luxury Imports, Inc. |
Bull Motors, LLC |
C. Garrett, Inc. |
CA-CC Fremont, Inc. |
Carlisle Motors, LLC |
Carwell Holding, LLC |
Carwell, LLC |
Centennial Automotive, LLC |
Centennial Collision, Inc. |
Cerritos Body Works Holding, LLC |
Cerritos Body Works, Inc. |
Champion Chevrolet Holding, LLC |
Champion Chevrolet, LLC |
Champion Ford, Inc. |
Chandler Collision, Inc. |
Charlie Hillard, Inc. |
Charlie Thomas Chevrolet GP, LLC |
Charlie Thomas Chevrolet, Ltd. |
Charlie Thomas Chrysler-Plymouth, Inc. |
Charlie Thomas Courtesy Ford, Ltd. |
Charlie Thomas Courtesy GP, LLC |
Charlie Thomas Courtesy Leasing, Inc. |
Charlie Thomas F. GP, LLC |
Charlie Thomas 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 ANUSA, LLC |
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 |
Dealership Realty Corporation |
Delray Luxury Imports, Inc. |
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. |
Drivers Mart Worldwide, Inc. |
Eastern Region Management, LLC |
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. |
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 Management, Inc. |
Fit Kit Holding, LLC |
Fit Kit, Inc. |
Florida Auto Corp. |
Ford of Kirkland, Inc. |
Fox Chevrolet, 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 |
GA CDJR Motors, LLC |
GA Columbus Imports, LLC |
GA F Imports, LLC |
GA H Imports, LLC |
GA HY Imports, LLC |
GA-CC Columbus, Inc. |
Gene Evans Ford, LLC |
George Sutherlin Nissan, LLC |
Germantown Luxury Imports, LLC |
Gilbert ANUSA, LLC |
Gilbert Body Shop, Inc. |
Government Boulevard Motors, Inc. |
Gulf Management, Inc. |
Hayward Dodge, Inc. |
Henderson ANUSA, LLC |
Henderson Collision, Inc. |
Hillard Auto Group, Inc. |
Hollywood Imports Limited, Inc. |
Horizon Chevrolet, Inc. |
House of Imports Holding, LLC |
House of Imports, Inc. |
Houston ANUSA, LLC |
Houston Auto M. Imports Greenway, Ltd. |
Houston Auto M. Imports North, Ltd. |
Houston Imports Greenway GP, LLC |
Houston Imports North GP, LLC |
HVA Imports, LLC |
HVM Imports, LLC |
HVS Motors, LLC |
HVVW Motors, LLC |
Imports on PCH, Inc. |
Irvine Body Shop, Inc. |
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. |
JLR Luxury Imports of Fremont, Inc. |
Joe MacPherson Ford |
Joe MacPherson Imports No. I |
Joe MacPherson Infiniti |
Joe MacPherson Infiniti Holding, LLC |
John M. Lance Ford, LLC |
J-R Motors Company North |
J-R Motors Company South |
JRJ Investments, Inc. |
Katy ANUSA, LLC |
Kenyon Dodge, Inc. |
Kings Crown Ford, Inc. |
L.P. Evans Motors WPB, Inc. |
L.P. Evans Motors, Inc. |
Lance Children, Inc. |
Las Vegas ANUSA, LLC |
Leesburg Imports, LLC |
Leesburg Motors, LLC |
Les Marks Chevrolet, Inc. |
Lew Webbs Ford, Inc. |
Lew Webbs Irvine Nissan Holding, LLC |
Lew Webbs Irvine Nissan, Inc. |
Lewisville Collision, Inc. |
Lewisville Imports GP, LLC |
Lewisville Imports, Ltd. |
Lot 4 Real Estate Holdings, LLC |
Luxury Orlando Imports, Inc. |
Luxury Woodlands 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. |
MC/RII, LLC |
Mealey Holdings, Inc. |
Mesa Collision, Inc. |
Midway Chevrolet, Inc. |
Mike Hall Chevrolet, Inc. |
Mike Shad Chrysler Plymouth Jeep Eagle, Inc. |
Mike Shad Ford, Inc. |
Mission Blvd. Motors, Inc. |
Mobile Motors, LLC |
Mortimer Collision, LLC |
Mr. Wheels Holding, LLC |
Mr. Wheels, Inc. |
Mullinax East, LLC |
Mullinax Ford North Canton, Inc. |
Mullinax Ford South, 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. |
NY LNR Luxury Imports, Inc. |
NY Luxury Motors of Mt. Kisco, Inc. |
NY MT. Kisco Luxury Imports, Inc. |
NY Palisades Luxury Imports, Inc. |
NY White Plains Luxury Imports, Inc. |
Oxnard European Motors, LLC |
Oxnard Venture Holdings, Inc. |
Payton-Wright Ford Sales, Inc. |
Pembroke Motors, 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 LM Holding, LLC |
Phoenix ANUSA, LLC |
Pierce Automotive Corporation |
Pierce, LLC |
Pitre Chrysler-Plymouth-Jeep of Scottsdale, Inc. |
Plains Chevrolet GP, LLC |
Plains Chevrolet, Ltd. |
Plano Collision, Inc. |
Port City Imports, Inc. |
Prime Auto Cosmetics, 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. |
Renton H Imports, Inc. |
Republic Resources Company |
Republic Risk Management Services, Inc. |
Resources Aviation, Inc. |
RI Merger Corp. |
RI/BB Acquisition Corp. |
RI/BBNM Acquisition Corp. |
RI/Hollywood Nissan Acquisition Corp. |
RI/LLC Acquisition Corp. |
RI/RMC Acquisition GP, LLC |
RI/RMC Acquisition, Ltd. |
RI/RMT Acquisition GP, LLC |
RI/RMT Acquisition, Ltd. |
RI/WFI Acquisition Corporation |
RKR Motors, Inc. |
Roseville Motor Corporation |
Roseville Motor Holding, LLC |
Sacramento Collision, Inc. |
Sahara Imports, Inc. |
Sahara Nissan, Inc. |
Shamrock F. Holding, LLC |
Shamrock Ford, Inc. |
Six Jays LLC |
SMI Motors Holding, LLC |
SMI Motors, Inc. |
South Broadway Motors, LLC |
Southwest Motors of Denver, LLC |
Star Motors, LLC |
Steakley Chevrolet GP, LLC |
Steakley Chevrolet, Ltd. |
Steeplechase Motor Company |
Steve Moore Chevrolet Delray, LLC |
Steve Moore Chevrolet, LLC |
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 |
Tasha Incorporated |
Tempe Auto Imports, Inc. |
Tempe Body Shop, Inc. |
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 Pierce Corporation II, Inc. |
Tier2 Corporation |
Tinley Park A. Imports, Inc. |
Tinley Park J. Imports, Inc. |
Tinley Park V. Imports, Inc. |
TN CDJR Motors, LLC |
TN F Imports, LLC |
Torrance Nissan Holding, LLC |
Torrance Nissan, LLC |
Tousley Ford, Inc. |
Toyota Cerritos Limited Partnership |
Triangle Corporation |
Tucson Collision, Inc. |
T-West Sales & Service, Inc. |
TX Alliance Motors, Inc. |
TX Ennis Autoplex Motors, Inc. |
TX Motors of North Richland Hills, Inc. |
TX Motors on Katy Freeway, Inc. |
TX Motors on Southwest Loop, Inc. |
TX West Houston Motors, Inc. |
TX-CC Dallas, Inc. |
TX-CC Galleria, Inc. |
TX-CC Spring, 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 |
VistaCal Luxury Imports, Inc. |
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 Houston Luxury Imports, Inc. |
West Side Motors, Inc. |
Westgate Chevrolet GP, LLC |
Westgate Chevrolet, Ltd. |
Westmont A. Imports, Inc. |
Westmont B. Imports, Inc. |
Westmont Collision, Inc. |
Westmont M. Imports, Inc. |
Woody Capital Investment Company II |
Woody Capital Investment Company III |
Working Mans Credit Plan, Inc. |
WPB Collision, Inc. |
Schedule II
Corporate and Limited Liability Company Statutes
Alabama Business Corporation Act, 2 Corporation Statutes.
Arizona Business Corporation Act, 2 Corporation Statutes.
Arizona Limited Liability Company Act, 2 Corporation Statutes.
California General Corporation Law, 2 Corporation Statutes.
Colorado Business Corporation Act, 2 Corporation Statutes.
Colorado Limited Liability Company Act, 2 Corporation Statutes.
Delaware General Corporation Law, 3 Corporation Statutes.
Delaware Limited Liability Company Act, 3 Corporation Statutes.
Florida Business Corporation Act, 3 Corporation Statutes.
Georgia Business Corporation Code, 3 Corporation Statutes.
Illinois Business Corporation Act, 3 Corporation Statutes.
Michigan Business Corporation Act, 5 Corporation Statutes.
Minnesota Business Corporation Act, 5 Corporation Statutes.
Nevada General Corporation Law, 6 Corporation Statutes.
North Carolina Business Corporation Act, 6 Corporation Statutes.
Ohio General Corporation Law, 7 Corporation Statutes.
Ohio Limited Liability Company Act, 7 Corporation Statutes.
Tennessee Business Corporation Act, 7 Corporation Statutes.
Texas Business Corporation Act, 8 Corporation Statutes.
Texas Limited Liability Company Act, 8 Corporation Statutes.
Virginia Stock Corporation Act, 8 Corporation Statutes.
Washington Business Corporation Act, 8 Corporation Statutes.
Wyoming Limited Liability Company Act. 8 Corporation Statutes.
Schedule III
Limited Partnership Statutes
California Uniform Limited Partnership Act, 1 State Limited Partnership Laws.
Delaware Revised Uniform Limited Partnership Act, 2 State Limited Partnership Laws.
Florida Revised Uniform Limited Partnership Act, 2 State Limited Partnership Laws.
Georgia Revised Uniform Limited Partnership Act, 2 State Limited Partnership Laws.
Illinois Uniform Limited Partnership Act, 2 State Limited Partnership Laws.
Texas Revised Limited Partnership Act, 6 State Limited Partnership Laws.
Schedule IV
General Partnership Statutes
Colorado Uniform Partnership Law, 2 Colorado Revised Statutes 2000.
Delaware Revised Uniform Partnership Act, 2 State Limited Partnership Laws.
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 Form S-3 registration statement.
Our report on the consolidated financial statements refers to a change in AutoNation, Inc.s method of accounting for revenues and related costs for the year ended December 31, 2018 due to the adoption of Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606), effective January 1, 2018.
/s/ KPMG LLP
Fort Lauderdale, Florida
February 22, 2019
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 | (I.R.S. Employer | |
organization if not a U.S. national bank) | 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 | (I.R.S. Employer | |
incorporation or organization) | 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 Jurisdiction of Incorporation or Organization |
IRS Employer Identification Number |
Exact name of additional registrant as specified in its charter |
State or Other Jurisdiction of Incorporation or Organization |
IRS Employer Identification Number | |||||
7 ROD REAL ESTATE NORTH, A Limited Liability Company | Wyoming | 84-1167321 | AN Collision Center of Las Vegas, Inc. | Nevada | 88-0168433 | |||||
7 ROD REAL ESTATE SOUTH, A Limited Liability Company | Wyoming | 84-1167320 | AN COLLISION CENTER OF NORTH HOUSTON, INC. | Delaware | 26-3118395 | |||||
Abraham Chevrolet-Miami, Inc. | Delaware | 65-0802822 | AN COLLISION CENTER OF SARASOTA, INC. | Florida | 65-0721017 | |||||
Abraham Chevrolet-Tampa, Inc. | Delaware | 65-0802820 | AN Collision Center of Tempe, Inc. | Delaware | 86-0928952 | |||||
ACER Fiduciary, Inc. | Delaware | 65-0945065 | AN CORPORATE MANAGEMENT PAYROLL CORP. | Delaware | 26-3725783 | |||||
AL F-L Motors, LLC | Delaware | 45-4504161 | AN Corpus Christi GP, LLC | Delaware | 32-0031563 | |||||
AL Fort Payne Motors, LLC | Delaware | 46-4582474 | AN Corpus Christi Imports Adv. GP, LLC | Delaware | 90-0080282 | |||||
Albert Berry Motors, Inc. | Texas | 74-1487498 | AN Corpus Christi Imports Adv., LP | Texas | 90-0080295 | |||||
Allen Samuels Chevrolet of Corpus Christi, Inc. | Texas | 74-2652504 | AN Corpus Christi Imports GP, LLC | Delaware | 27-0041420 | |||||
Allen Samuels Chevrolet of Waco, Inc. | Texas | 74-1776820 | AN Corpus Christi Imports II GP, LLC | Delaware | 27-0041425 | |||||
Allison Bavarian | California | 94-2707588 | AN Corpus Christi Imports II, LP | Texas | 32-0031566 | |||||
ALLISON BAVARIAN HOLDING, LLC | Delaware | 20-5224408 | AN Corpus Christi Imports, LP | Texas | 32-0031567 | |||||
ALL-STATE RENT A CAR, INC. | Nevada | 88-0143152 | AN CORPUS CHRISTI MOTORS, INC. | Delaware | 20-5547917 | |||||
American Way Motors, Inc. | Tennessee | 62-1333714 | AN Corpus Christi T. Imports GP, LLC | Delaware | 27-0041422 | |||||
AN AutoParts, Inc. | Delaware | 46-4553033 | AN Corpus Christi T. Imports, LP | Texas | 13-4214051 | |||||
AN CADILLAC OF WPB, LLC | Delaware | 35-2234609 | AN County Line Ford, Inc. | Texas | 75-1687008 | |||||
AN Central Region Management, LLC | Delaware | 01-0756957 | AN Dealership Holding Corp. | Florida | 65-0608572 | |||||
AN ChevroletArrowhead, Inc. | Delaware | 91-1933520 | AN F. Imports of Atlanta, LLC | Delaware | 57-1174466 | |||||
AN CJ VALENCIA, INC. | Delaware | 20-2859034 | AN F. Imports of Hawthorne Holding, LLC | Delaware | 65-0944669 | |||||
AN Collision Center FTL South, Inc. | Delaware | 46-4538029 | AN F. Imports of Hawthorne, LLC | Delaware | 65-1040982 | |||||
AN COLLISION CENTER OF ADDISON, INC. | Delaware | 75-1053127 | AN F. Imports of North Denver, LLC | Delaware | 52-2124965 | |||||
AN F. Imports of North Phoenix, Inc. | Delaware | 86-0928953 | AN Luxury Imports of Sanford, LLC | Delaware | 65-0952134 | |||||
AN F. Imports of Roseville Holding, LLC | Delaware | 20-5226908 | AN Luxury Imports of Sarasota, Inc. | Delaware | 20-0551681 | |||||
AN F. Imports of Roseville, Inc. | Delaware | 76-0489587 | AN LUXURY IMPORTS OF SPOKANE, INC. | Delaware | 27-1210937 | |||||
AN Fort Myers Imports, LLC | Delaware | 65-0944636 | AN Luxury Imports of Tucson, Inc. | Delaware | 26-1182858 | |||||
AN Fremont Luxury Imports, Inc. | Delaware | 86-0928954 | AN Luxury Imports, Ltd. | Texas | 90-0121575 |
TABLE OF ADDITIONAL REGISTRANTS (CONTINUED)
Exact name of additional registrant as specified in its charter |
State or Other Jurisdiction of Incorporation or Organization |
IRS Employer Identification Number |
Exact name of additional registrant as specified in its charter |
State or Other Jurisdiction of Incorporation or Organization |
IRS Employer Identification Number | |||||
AN H. Imports of Atlanta, LLC | Delaware | 35-2229690 | AN Motors of Brooksville, Inc. | Florida | 59-2690846 | |||||
AN IMPORTS OF FT. LAUDERDALE, INC. | Delaware | 20-5147883 | AN MOTORS OF DALLAS, INC. | Delaware | 26-1769977 | |||||
AN Imports of Seattle, Inc. | Delaware | 65-0978211 | AN MOTORS OF DELRAY BEACH, INC. | Delaware | 20-1405067 | |||||
AN IMPORTS OF SPOKANE, INC. | Delaware | 26-4461138 | AN Motors of Ft. Lauderdale, Inc. | Florida | 65-0721018 | |||||
AN Imports of Stevens Creek Holding, LLC. | Delaware | 20-5226306 | AN Motors of Memphis, Inc. | Tennessee | 62-1038471 | |||||
AN Imports of Stevens Creek Inc. | Delaware | 52-2119516 | AN MOTORS OF PEMBROKE, LLC | Delaware | 65-0944183 | |||||
AN Imports on Weston Road, Inc. | Florida | 59-1968718 | AN MOTORS OF SCOTTSDALE, LLC | Delaware | 52-2102864 | |||||
AN LUXURY IMPORTS GP, LLC | Delaware | 90-0121570 | AN MOTORS ON FEDERAL HIGHWAY, LLC | Delaware | 65-0944179 | |||||
AN LUXURY IMPORTS HOLDING, LLC | Delaware | 20-5682480 | AN Motors on South Padre, LP | Texas | 32-0031564 | |||||
AN Luxury Imports of Coconut Creek, Inc. | Delaware | 86-0928950 | AN North Phoenix Collision, Inc. | Delaware | 34-1555317 | |||||
AN Luxury Imports of Marietta, LLC | Delaware | 65-0964278 | AN Pontiac GMC Houston North GP, LLC | Delaware | 16-1641915 | |||||
AN LUXURY IMPORTS OF PALM BEACH, INC. | Delaware | 20-8671889 | AN Pontiac GMC Houston North, LP | Texas | 13-4214055 | |||||
AN LUXURY IMPORTS OF PEMBROKE PINES, INC. | Delaware | 22-3869449 | AN San Jose Luxury Imports Holdings, LLC | Delaware | 20-5225929 | |||||
AN Luxury Imports of Phoenix, Inc. | Delaware | 26-4461301 | AN San Jose Luxury Imports, Inc. | California | 94-2633163 | |||||
AN LUXURY IMPORTS OF SAN DIEGO, INC. | Delaware | 20-5682367 | AN Seattle Motors, Inc. | Delaware | 91-1197824 | |||||
AN SUBARU MOTORS, INC. | Delaware | 20-5685964 | Auto Company 2016-16, Inc. | Delaware | 81-1424011 | |||||
AN T. Imports of Atlanta, LLC | Delaware | 47-0922628 | Auto Company 2016-17, Inc. | Delaware | 81-1456473 | |||||
AN Texas Region Management, Ltd. | Texas | 02-0654987 | Auto Company 2016-18, Inc. | Delaware | 81-1456551 | |||||
AN Tucson Imports, LLC | Delaware | 52-2102866 | Auto Company 2016-19, Inc. | Delaware | 81-1456608 | |||||
AN Valencia Auto Imports, Inc. | Delaware | 35-2437399 | Mesa Collision, Inc. | Delaware | 81-1349321 | |||||
AN Western Region Management, LLC | Delaware | 01-0756952 | Auto Company 2016-20, Inc. | Delaware | 81-1456666 | |||||
AN/CF Acquisition Corp. | Delaware | 65-0927849 | Tier2 Corporation | Delaware | 81-1349481 | |||||
Henderson Collision, Inc. | Delaware | 36-3087611 | JLR Luxury Imports of Fremont, Inc. | Delaware | 81-1349630 | |||||
AN/KPBG Motors, Inc. | Washington | 91-1739519 | TX-CC Galleria, Inc. | Delaware | 81-1367856 | |||||
AN/MF Acquisition Corp. | Delaware | 65-0961375 | TX-CC Spring, Inc. | Delaware | 81-1367949 | |||||
AN/MNI Acquisition Corp. | Delaware | 65-1024377 | TX-CC Dallas, Inc. | Delaware | 81-1368063 | |||||
AN/PF Acquisition Corp. | Delaware | 65-0927848 | GA-CC Columbus, Inc. | Delaware | 81-1368158 |
TABLE OF ADDITIONAL REGISTRANTS (CONTINUED)
Exact name of additional registrant as specified in its charter |
State or Other Jurisdiction of Incorporation or Organization |
IRS Employer Identification Number |
Exact name of additional registrant as specified in its charter |
State or Other Jurisdiction of Incorporation or Organization |
IRS Employer Identification Number | |||||
ANUSA Holding, LLC | Delaware | 46-4813183 | CA-CC Fremont, Inc. | Delaware | 81-1387803 | |||||
Appleway Chevrolet, Inc. | Washington | 91-0538143 | AUTO COMPANY 2017-01, INC. | Delaware | 82-2235018 | |||||
ASE Motors Holding Corp. | Texas | 75-2271986 | AUTO COMPANY 2017-02, INC. | Delaware | 82-2235320 | |||||
AUTO CAR HOLDING, LLC | Delaware | 20-5225856 | AUTO COMPANY 2017-03, INC. | Delaware | 82-2235433 | |||||
Auto Car, Inc. | California | 68-0129623 | AUTO COMPANY 2017-04, INC. | Delaware | 82-2253649 | |||||
Chandler Collision, Inc. | Delaware | 81-1349193 | AUTO COMPANY 2017-05, INC. | Delaware | 82-2253812 | |||||
Tucson Collision, Inc. | Delaware | 81-1387945 | AUTO COMPANY 2017-06, INC. | Delaware | 82-2253886 | |||||
Irvine Body Shop, Inc. | Delaware | 81-1388043 | AUTO COMPANY 2017-07, INC. | Delaware | 82-2309635 | |||||
Imports on PCH, Inc. | Delaware | 81-1388255 | AUTO COMPANY 2017-08, INC. | Delaware | 82-2309733 | |||||
Auto Company 2016-13, Inc. | Delaware | 81-1423815 | AUTO COMPANY 2017-09, INC. | Delaware | 82-2309788 | |||||
AutoNation Suite 101, Inc. | Delaware | 81-1423892 | AUTO COMPANY 2017-10, INC. | Delaware | 82-2309903 | |||||
Auto Company 2016-15, Inc. | Delaware | 81-1423956 | Auto Company IX, Inc. | Delaware | 45-4497193 | |||||
Auto Company VI, Inc. | Delaware | 45-4496998 | Gilbert ANUSA, LLC | Delaware | 81-1368257 | |||||
Auto Company VII, Inc. | Delaware | 45-4497100 | Auto Dealership 2016-4, LLC | Delaware | 81-1368355 | |||||
Auto Company VIII, Inc. | Delaware | 45-4497147 | Auto Dealership 2016-5, LLC | Delaware | 81-1388406 | |||||
Auto Company XI, Inc. | Delaware | 45-4497510 | Auto Dealership 2016-6, LLC | Delaware | 81-1388478 | |||||
Auto Company XII, Inc. | Delaware | 45-4497553 | Auto Dealership 2016-7, LLC | Delaware | 81-1424093 | |||||
Auto Company XIII, Inc. | Delaware | 45-4497721 | Mobile Motors, LLC | Delaware | 81-1424163 | |||||
Auto Company XIV, Inc. | Delaware | 45-4497604 | Auto Dealership 2016-9, LLC | Delaware | 81-1456370 | |||||
Auto Company XIX, Inc. | Delaware | 46-4541407 | AUTO DEALERSHIP 2017-01, LLC | Delaware | 82-2166964 | |||||
Auto TechLabs, Inc. | Delaware | 46-4564833 | ACP Auto Parts, LLC | Delaware | 82-2167040 | |||||
ACP Holding Corp. | Delaware | 46-4565019 | AUTO DEALERSHIP 2017-03, LLC | Delaware | 82-2172386 | |||||
Tempe Body Shop, Inc. | Delaware | 46-4565133 | AUTO DEALERSHIP 2017-04, LLC | Delaware | 82-2172446 | |||||
Gilbert Body Shop, Inc. | Delaware | 46-4565251 | AUTO DEALERSHIP 2017-05, LLC | Delaware | 82-2193903 | |||||
Auto Company XVII, Inc. | Delaware | 46-4541217 | AUTO DEALERSHIP 2017-06, LLC | Delaware | 82-2194015 | |||||
Auto Company XXI, Inc. | Delaware | 46-4541577 | AUTO DEALERSHIP 2017-07, LLC | Delaware | 82-2208234 | |||||
Auto Company XXII, Inc. | Delaware | 46-4541640 | AUTO DEALERSHIP 2017-08, LLC | Delaware | 82-2208332 | |||||
Auto Company XXIII, Inc. | Delaware | 46-4541717 | AUTO DEALERSHIP 2017-09, LLC | Delaware | 82-2234761 | |||||
Auto Company XXV, Inc. | Delaware | 46-4541976 | AUTO DEALERSHIP 2017-10, LLC | Delaware | 82-2234819 | |||||
Buena Park Luxury Imports, Inc. | Delaware | 46-4542058 | AUTO DEALERSHIP 2017-11, LLC | Delaware | 82-2253295 |
TABLE OF ADDITIONAL REGISTRANTS (CONTINUED)
Exact name of additional registrant as specified in its charter |
State or Other Jurisdiction of Incorporation or Organization |
IRS Employer Identification Number |
Exact name of additional registrant as specified in its charter |
State or Other Jurisdiction of Incorporation or Organization |
IRS Employer Identification Number | |||||
Auto Company XXVII, Inc. | Delaware | 46-4542110 | AUTO DEALERSHIP 2017-12, LLC | Delaware | 82-2253416 | |||||
Auto Company XXVIII, Inc. | Delaware | 46-4542327 | AUTO DEALERSHIP 2017-13, LLC | Delaware | 82-2271051 | |||||
Auto Dealership 2016-1, LLC | Delaware | 81-1348781 | AUTO DEALERSHIP 2017-14, LLC | Delaware | 82-2271134 | |||||
Auto Dealership 2016-10, LLC | Delaware | 81-1456416 | AUTO DEALERSHIP 2017-15, LLC | Delaware | 82-2287959 | |||||
Auto Dealership 2016-2, LLC | Delaware | 81-1349768 | AUTO DEALERSHIP 2017-16, LLC | Delaware | 82-2288018 | |||||
AUTO DEALERSHIP 2017-17, LLC | Delaware | 82-2298944 | Auto Dealership XXIII, LLC | Delaware | 46-4657168 | |||||
AUTO DEALERSHIP 2017-18, LLC | Delaware | 82-2300370 | AUTO HOLDING, LLC | Delaware | 52-2107831 | |||||
AUTO DEALERSHIP 2017-19, LLC | Delaware | 82-2300487 | AUTO MISSION HOLDING, LLC | Delaware | 20-5226182 | |||||
AUTO DEALERSHIP 2017-20, LLC | Delaware | 82-2310000 | Auto Mission Ltd. | California | 94-3141091 | |||||
AUTO DEALERSHIP 2017-21, LLC | Delaware | 82-2310058 | Auto Motors of Englewood, LLC | Delaware | 46-4598610 | |||||
AUTO DEALERSHIP 2017-22, LLC | Delaware | 82-2310125 | Auto West, Inc. | California | 94-2946518 | |||||
AUTO DEALERSHIP 2017-23, LLC | Delaware | 82-2319272 | Autohaus Holdings, Inc. | Delaware | 80-0052569 | |||||
AUTO DEALERSHIP 2017-24, LLC | Delaware | 82-2319437 | AutoNation Benefits Company, Inc. | Florida | 34-1135160 | |||||
AUTO DEALERSHIP 2017-25, LLC | Delaware | 82-2319485 | AutoNation Corporate Management, LLC | Delaware | 22-3850167 | |||||
AUTO DEALERSHIP 2017-26, LLC | Delaware | 82-2335188 | AutoNation Enterprises Incorporated | Florida | 65-0608578 | |||||
AUTO DEALERSHIP 2017-27, LLC | Delaware | 82-2335228 | AUTONATION FINANCIAL SERVICES, LLC | Delaware | 65-0725080 | |||||
AUTO DEALERSHIP 2017-28, LLC | Delaware | 82-2335269 | AutoNation Fort Worth Motors, Ltd. | Texas | 65-1152832 | |||||
AUTO DEALERSHIP 2017-29, LLC | Delaware | 82-2350673 | AutoNation GM GP, LLC | Delaware | 65-0944592 | |||||
AUTO DEALERSHIP 2017-30, LLC | Delaware | 82-2350728 | AutoNation Holding Corp. | Delaware | 65-0723604 | |||||
Auto Dealership III, LLC | Delaware | 45-4503383 | AutoNation Imports of Katy GP, LLC | Delaware | 56-2307537 | |||||
Auto Dealership IV, LLC | Delaware | 45-4503422 | AutoNation Imports of Katy, L.P. | Texas | 65-0957160 | |||||
Auto Dealership IX, LLC | Delaware | 45-4503953 | AutoNation Imports of Lithia Springs, LLC | Delaware | 65-1003051 | |||||
Auto Dealership V, LLC | Delaware | 45-4503462 | AutoNation Imports of Longwood, Inc. | Delaware | 65-1032195 | |||||
Auto Dealership VI, LLC | Delaware | 45-4503772 | AutoNation Imports of Palm Beach, Inc. | Delaware | 65-1102140 | |||||
Auto Dealership VII, LLC | Delaware | 45-4503837 | AutoNation Imports of Winter Park, Inc. | Delaware | 65-1032110 | |||||
Auto Dealership VIII, LLC | Delaware | 45-4503899 | AutoNation Motors Holding Corp. | Delaware | 65-1132563 | |||||
Auto Dealership X, LLC | Delaware | 45-4504002 | AutoNation Motors of Lithia Springs, Inc. | Delaware | 65-1002966 |
TABLE OF ADDITIONAL REGISTRANTS (CONTINUED)
Exact name of additional registrant as specified in its charter |
State or Other Jurisdiction of Incorporation or Organization |
IRS Employer Identification Number |
Exact name of additional registrant as specified in its charter |
State or Other Jurisdiction of Incorporation or Organization |
IRS Employer Identification Number | |||||
AutoNation North Texas Management GP, LLC | Delaware | 33-1037931 | Bethesda Luxury Imports, LLC | Delaware | 46-4611681 | |||||
AutoNation Orlando Venture Holdings, Inc. | Delaware | 65-1137521 | Bill Ayares Chevrolet, LLC | Delaware | 47-0922618 | |||||
AutoNation Realty Corporation | Delaware | 65-0711536 | BLEDSOE DODGE, LLC | Delaware | 65-0944613 | |||||
AutoNation USA of Perrine, Inc. | Delaware | 65-0899807 | Bob Townsend Ford, Inc. | Delaware | 31-0669965 | |||||
AUTONATION V. IMPORTS OF DELRAY BEACH, LLC | Delaware | 36-4558039 | Body Shop Holding Corp. | Delaware | 52-2124065 | |||||
AutoNation.com, Inc. | Delaware | 65-0945066 | Brown & Brown Chevrolet - Superstition Springs, LLC | Arizona | 86-0904747 | |||||
Bankston Auto, Inc. | Texas | 75-1336358 | Brown & Brown Chevrolet, Inc. | Arizona | 86-0128003 | |||||
Bankston Chrysler Jeep of Frisco, L.P. | Texas | 65-1052692 | Brown & Brown Nissan Mesa, L.L.C. | Arizona | 86-0795376 | |||||
Bankston CJ GP, LLC | Delaware | 56-2307538 | Brown & Brown Nissan, Inc. | Arizona | 86-0677220 | |||||
BANKSTON FORD OF FRISCO, LTD.CO. | Texas | 75-2529822 | BULL MOTORS, LLC | Delaware | 65-0944614 | |||||
Bankston Nissan in Irving, Inc. | Texas | 75-1325663 | C. Garrett, Inc. | Colorado | 84-1264053 | |||||
Bankston Nissan Lewisville GP, LLC | Delaware | 73-1670796 | CARLISLE MOTORS, LLC | Delaware | 65-0944616 | |||||
Bankston Nissan Lewisville, Ltd. | Texas | 06-1699681 | CARWELL HOLDING, LLC | Delaware | 20-5224795 | |||||
Bargain Rent-A-Car | California | 95-3821161 | CARWELL, LLC | Delaware | 65-0944617 | |||||
Batfish, LLC | Colorado | 84-1261352 | Centennial Automotive, LLC | Delaware | 65-0944626 | |||||
BBCSS, Inc. | Arizona | 58-2434441 | Centennial Collision, Inc. | Delaware | 46-4564206 | |||||
Beach City Chevrolet Company, Inc. | California | 95-1879646 | CERRITOS BODY WORKS HOLDING, LLC | Delaware | 20-5225440 | |||||
BEACH CITY HOLDING, LLC | Delaware | 20-5226233 | Cerritos Body Works, Inc. | California | 33-0374316 | |||||
Beacon Motors, Inc. | Florida | 65-0582254 | CHAMPION CHEVROLET HOLDING, LLC | Delaware | 20-5224897 | |||||
Bell Motors, LLC | Delaware | 52-2102862 | CHAMPION CHEVROLET, LLC | Delaware | 65-0944618 | |||||
Bellevue Automotive, Inc. | Delaware | 94-3009590 | Champion Ford, Inc. | Texas | 76-0171196 | |||||
Bellevue Collision, Inc. | Delaware | 46-4552919 | Charlie Hillard, Inc. | Texas | 75-0922515 | |||||
BENGAL MOTOR COMPANY, LTD. | Florida | 59-2985277 | Charlie Thomas Chevrolet GP, LLC | Delaware | 73-1670803 | |||||
Bengal Motors, Inc. | Florida | 65-0165367 | Charlie Thomas Chevrolet, Ltd. | Texas | 20-0058033 | |||||
Charlie Thomas Chrysler-Plymouth, Inc. | Texas | 76-0010351 | CT Intercontinental, Ltd. | Texas | 20-0057835 | |||||
Charlie Thomas Courtesy Leasing, Inc. | Texas | 74-1850452 | CT Motors, Inc. | Texas | 76-0387042 | |||||
Charlie Thomas F. GP, LLC | Delaware | 33-1062335 | D/L Motor Company | Florida | 59-3237877 | |||||
Charlie Thomas Ford, Ltd. | Texas | 20-0058561 | Dealership Realty Corporation | Texas | 76-0218062 | |||||
Charlie Thomas Courtesy Ford, Ltd. | Texas | 06-1699682 | Delray Luxury Imports, Inc. | Delaware | 46-4552813 | |||||
Charlie Thomas Courtesy GP, LLC | Delaware | 73-1670811 | Desert Buick-GMC Trucks, L.L.C. | Delaware | 52-2102859 |
TABLE OF ADDITIONAL REGISTRANTS (CONTINUED)
Exact name of additional registrant as specified in its charter |
State or Other Jurisdiction of Incorporation or Organization |
IRS Employer Identification Number |
Exact name of additional registrant as specified in its charter |
State or Other Jurisdiction of Incorporation or Organization |
IRS Employer Identification Number | |||||
CHESROWN AUTO, LLC | Delaware | 65-0944619 | Desert Chrysler-Plymouth, Inc. | Delaware | 88-0121640 | |||||
CHESROWN CHEVROLET, LLC | Delaware | 65-0944620 | Desert Dodge, Inc. | Nevada | 88-0227814 | |||||
Chesrown Collision Center, Inc. | Colorado | 84-1358588 | Desert GMC, L.L.C. | Delaware | 52-2102860 | |||||
Chesrown Ford, Inc. | Colorado | 84-1164224 | Dobbs Ford of Memphis, Inc. | Delaware | 65-1065025 | |||||
Chevrolet World, Inc. | Florida | 59-2216673 | Dobbs Ford, Inc. | Florida | 59-1584177 | |||||
Chuck Clancy Ford of Marietta, LLC | Delaware | 47-0922626 | Dobbs Mobile Bay, Inc. | Alabama | 62-1196110 | |||||
CJ VALENCIA HOLDING, LLC | Delaware | 20-5226043 | Dobbs Motors of Arizona, Inc. | Arizona | 93-0929951 | |||||
Coastal Cadillac, Inc. | Florida | 59-3023188 | Don Mealey Chevrolet, Inc. | Florida | 59-1553076 | |||||
Consumer Car Care Corporation | Tennessee | 62-1151481 | Don Mealey Imports, Inc. | Florida | 59-3099049 | |||||
Contemporary Cars, Inc. | Florida | 59-1635976 | Don-A-Vee Jeep-Eagle, Inc. | California | 33-0203778 | |||||
Cook-Whitehead Ford, Inc. | Florida | 59-1165955 | Drivers Mart Worldwide, Inc. | Virginia | 38-3275555 | |||||
Corporate Properties Holding, Inc. | Delaware | 65-0948961 | Eastern Region Management, LLC | Delaware | 52-2135867 | |||||
Corpus Christi ANUSA, LLC | Delaware | 46-4705830 | EASTGATE FORD, INC. | Ohio | 31-0736141 | |||||
Corpus Christi Collision Center, Inc. | Delaware | 45-4496075 | Ed Mullinax Ford, LLC | Delaware | 57-1174464 | |||||
COSTA MESA CARS HOLDING, LLC | Delaware | 20-5226339 | Edgren Motor Company, Inc. | California | 94-1561041 | |||||
Costa Mesa Cars, Inc. | California | 33-0626084 | EDGREN MOTOR HOLDING, LLC | Delaware | 20-5225254 | |||||
Courtesy Auto Group, Inc. | Florida | 59-2360236 | EL MONTE IMPORTS HOLDING, LLC | Delaware | 20-5226399 | |||||
Courtesy Broadway, LLC | Colorado | 20-5417194 | El Monte Imports, Inc. | Delaware | 65-0881906 | |||||
Covington Pike Motors, Inc. | Tennessee | 58-1366612 | EL MONTE MOTORS HOLDING, LLC | Delaware | 20-5226498 | |||||
CT Intercontinental GP, LLC | Delaware | 33-1062337 | El Monte Motors, Inc. | Delaware | 65-0881905 | |||||
EMICH SUBARU WEST, LLC | Delaware | 65-0944597 | George Sutherlin Nissan, LLC | Delaware | 47-0922627 | |||||
Empire Services Agency, Inc. | Florida | 65-0329882 | Germantown Luxury Imports, LLC | Delaware | 46-4640265 | |||||
Financial Services GP, LLC | Delaware | 02-0695729 | Government Boulevard Motors, Inc. | Alabama | 62-1502108 | |||||
Financial Services, Ltd. | Texas | 20-0057657 | Gulf Management, Inc. | Florida | 59-2908603 | |||||
First Team Automotive Corp. | Delaware | 59-3440254 | Hayward Dodge, Inc. | Delaware | 94-1689551 | |||||
First Team Ford of Manatee, Ltd. | Florida | 59-3446538 | Henderson ANUSA, LLC | Delaware | 46-4800106 | |||||
First Team Ford, Ltd. | Florida | 59-3366156 | Hillard Auto Group, Inc. | Texas | 75-1965005 | |||||
Hollywood Imports Limited, Inc. | Florida | 59-2025810 | ||||||||
First Team Management, Inc. | Florida | 59-2714981 | HORIZON CHEVROLET, INC. | Ohio | 34-1245635 | |||||
FIT KIT HOLDING, LLC | Delaware | 20-5225481 | HOUSE OF IMPORTS HOLDING, LLC | Delaware | 20-5226553 | |||||
Fit Kit, Inc. | California | 33-0115670 | House of Imports, Inc. | California | 95-2498811 | |||||
Florida Auto Corp. | Delaware | 65-0837116 | Houston ANUSA, LLC | Delaware | 46-4667987 | |||||
Ford of Kirkland, Inc. | Washington | 91-1425985 | Houston Auto M. Imports Greenway, Ltd. | Texas | 20-0057720 |
TABLE OF ADDITIONAL REGISTRANTS (CONTINUED)
Exact name of additional registrant as specified in its charter |
State or Other Jurisdiction of Incorporation or Organization |
IRS Employer Identification Number |
Exact name of additional registrant as specified in its charter |
State or Other Jurisdiction of Incorporation or Organization |
IRS Employer Identification Number | |||||
Fox Chevrolet, LLC | Delaware | 47-0922620 | Houston Auto M. Imports North, Ltd. | Texas | 20-0058197 | |||||
FOX MOTORS, LLC | Delaware | 47-0922619 | Houston Imports Greenway GP, LLC | Delaware | 56-2307542 | |||||
Fred Oakley Motors, Inc. | Delaware | 75-1524534 | Houston Imports North GP, LLC | Delaware | 56-2307540 | |||||
FREMONT LUXURY IMPORTS HOLDING, LLC | Delaware | 20-5226133 | HVA IMPORTS, LLC | Delaware | 52-2135875 | |||||
Ft. Lauderdale Nissan, Inc. | Florida | 65-0273822 | HVM IMPORTS, LLC | Delaware | 65-0944227 | |||||
G.B. IMPORT SALES & SERVICE HOLDING, LLC | Delaware | 20-5224826 | HVS Motors, LLC | Delaware | 65-0944662 | |||||
G.B. IMPORT SALES & SERVICE, LLC | Delaware | 65-0944605 | HVVW Motors, LLC | Delaware | 65-0944181 | |||||
GA CDJR Motors, LLC | Delaware | 45-4505030 | IRVINE IMPORTS HOLDING, LLC | Delaware | 20-5225601 | |||||
GA Columbus Imports, LLC | Delaware | 46-4553266 | Irvine Imports, Inc. | California | 33-0374310 | |||||
GA F Imports, LLC | Delaware | 46-4571435 | IRVINE TOYOTA/NISSAN/VOLVO LIMITED PARTNERSHIP | Georgia | 88-0377749 | |||||
GA H Imports, LLC | Delaware | 45-4505078 | JEMAUTCO, INC. | Ohio | 31-1153168 | |||||
GA HY Imports, LLC | Delaware | 46-4537858 | JERRY GLEASON CHEVROLET, INC. | Illinois | 36-2840037 | |||||
GENE EVANS FORD, LLC | Delaware | 65-0944608 | Jerry Gleason Dodge, Inc. | Illinois | 36-4074146 | |||||
Jim Quinlan Chevrolet Co. | Delaware | 59-1055603 | MAGIC ACQUISITION HOLDING, LLC | Delaware | 20-5226582 | |||||
Joe MacPherson Ford | California | 33-0180618 | Maitland Luxury Imports, Inc. | Delaware | 45-4497658 | |||||
Joe MacPherson Imports No. I | California | 33-0745137 | Marks Family Dealerships, Inc. | Texas | 74-1405873 | |||||
Joe MacPherson Infiniti | California | 33-0127306 | Marks Transport, Inc. | Texas | 76-0444883 | |||||
JOE MACPHERSON INFINITI HOLDING, LLC | Delaware | 20-5224941 | MC/RII, LLC | Ohio | 31-1751162 | |||||
JOHN M. LANCE FORD, LLC | Delaware | 65-0944184 | Mealey Holdings, Inc. | Florida | 59-3280283 | |||||
J-R Motors Company North | Colorado | 84-1167355 | ||||||||
J-R Motors Company South | Colorado | 84-1167319 | Midway Chevrolet, Inc. | Texas | 75-1631858 | |||||
JRJ Investments, Inc. | Nevada | 88-0199942 | Mike Hall Chevrolet, Inc. | Delaware | 74-1940031 | |||||
Katy ANUSA, LLC | Delaware | 46-4816671 | Mike Shad Chrysler Plymouth Jeep Eagle, Inc. |
Florida | 65-0731779 | |||||
Kenyon Dodge, Inc. | Florida | 59-0479520 | Mike Shad Ford, Inc. | Florida | 65-0730472 | |||||
Kings Crown Ford, Inc. | Delaware | 59-2018826 | Mission Blvd. Motors, Inc. | California | 94-3179908 | |||||
L.P. Evans Motors WPB, Inc. | Florida | 59-0684221 | Mortimer Collision, LLC | Delaware | 47-0922622 | |||||
L.P. Evans Motors, Inc. | Florida | 59-0601584 | MR. WHEELS HOLDING, LLC | Delaware | 20-5225351 | |||||
Lance Children, Inc. | Ohio | 34-1789728 | Mr. Wheels, Inc. | California | 95-3050274 | |||||
Las Vegas ANUSA, LLC | Delaware | 46-4756234 | Mullinax East, LLC | Delaware | 57-1174463 | |||||
Leesburg Imports, LLC | Delaware | 06-1712528 | MULLINAX FORD NORTH CANTON, INC. | Ohio | 34-1706005 |
TABLE OF ADDITIONAL REGISTRANTS (CONTINUED)
Exact name of additional registrant as specified in its charter |
State or Other Jurisdiction of Incorporation or Organization |
IRS Employer Identification Number |
Exact name of additional registrant as specified in its charter |
State or Other Jurisdiction of Incorporation or Organization |
IRS Employer Identification Number | |||||
Leesburg Motors, LLC | Delaware | 06-1712525 | Mullinax Ford South, Inc. | Florida | 59-2745619 | |||||
Les Marks Chevrolet, Inc. | Texas | 76-0375065 | Mullinax Used Cars, Inc. | Ohio | 34-1663489 | |||||
Lew Webbs Ford, Inc. | California | 33-0677560 | Naperville Imports, Inc. | Delaware | 65-1151451 | |||||
LEW WEBBS IRVINE NISSAN HOLDING, LLC | Delaware | 20-5225321 | NEWPORT BEACH CARS HOLDING, LLC | Delaware | 20-5224604 | |||||
Lew Webbs Irvine Nissan, Inc. | California | 33-0374313 | NEWPORT BEACH CARS, LLC | Delaware | 65-0944175 | |||||
Lewisville Collision, Inc. | Delaware | 46-4553097 | Nichols Ford, Ltd. | Texas | 20-0057609 | |||||
Lewisville Imports GP, LLC | Delaware | 16-1640974 | Nichols GP, LLC | Delaware | 33-1062338 | |||||
Lewisville Imports, Ltd. | Texas | 06-1647785 | Nissan of Brandon, Inc. | Florida | 59-2872723 | |||||
Lot 4 Real Estate Holdings, LLC | Delaware | 32-0103034 | Northpoint Chevrolet, LLC | Delaware | 47-0922630 | |||||
Luxury Orlando Imports, Inc. | Delaware | 45-4496251 | Northwest Financial Group, Inc. | Washington | 91-1666832 | |||||
Luxury Woodlands Imports, Inc. | Delaware | 46-4552034 | NY LNR Luxury Imports, Inc. | Delaware | 46-4541298 | |||||
MacHoward Leasing | California | 95-2267692 | NY Luxury Motors of Mt. Kisco, Inc. | Delaware | 45-4497466 | |||||
MACHOWARD LEASING HOLDING, LLC | Delaware | 20-5224996 | NY Mt. Kisco Luxury Imports, Inc. | Delaware | 46-4541484 | |||||
MacPherson Enterprises, Inc. | California | 95-2706038 | NY Palisades Luxury Imports, Inc. | Delaware | 45-4496937 | |||||
Magic Acquisition Corp. | Delaware | 65-0711428 | NY White Plains Luxury Imports, Inc. | Delaware | 46-4541840 | |||||
Oxnard European Motors, LLC | Delaware | 26-3036624 | Republic Risk Management Services, Inc. | Florida | 65-0782124 | |||||
Oxnard Venture Holdings, Inc. | Delaware | 26-3454865 | Resources Aviation, Inc. | Florida | 65-0858501 | |||||
Payton-Wright Ford Sales, Inc. | Texas | 75-1231297 | RI Merger Corp. | Colorado | 84-1492421 | |||||
Pembroke Motors, Inc. | Delaware | 65-0948962 | RI/BB Acquisition Corp. | Delaware | 52-2127466 | |||||
Peyton Cramer Automotive | California | 33-0612289 | RI/BBNM Acquisition Corp. | Arizona | 86-0914399 | |||||
PEYTON CRAMER AUTOMOTIVE HOLDING, LLC | Delaware | 20-5226609 | RI/Hollywood Nissan Acquisition Corp. | Delaware | 65-0784675 | |||||
PEYTON CRAMER F. HOLDING, LLC | Delaware | 20-5225040 | RI/LLC Acquisition Corp. | Colorado | 84-1459545 | |||||
Peyton Cramer Ford | California | 95-3410394 | RI/RMC Acquisition GP, LLC | Delaware | 33-1062340 | |||||
Peyton Cramer Infiniti | California | 33-0567152 | RI/RMC Acquisition, Ltd. | Texas | 20-0057572 | |||||
PEYTON CRAMER INFINITI HOLDING, LLC | Delaware | 20-5226653 | RI/RMT Acquisition GP, LLC | Delaware | 02-0695720 | |||||
Peyton Cramer Jaguar | California | 33-0567150 | RI/RMT Acquisition, Ltd. | Texas | 20-0058111 | |||||
RI/WFI Acquisition Corporation | Delaware | 52-2124969 | ||||||||
PEYTON CRAMER LM HOLDING, LLC | Delaware | 20-5224570 | RKR Motors, Inc. | Florida | 65-0070349 | |||||
Phoenix ANUSA, LLC | Delaware | 46-4733662 | Plano Collision, Inc. | Delaware | 46-4564729 | |||||
Pierce Automotive Corporation | Arizona | 86-0811184 | Roseville Motor Corporation | California | 94-2922942 | |||||
PIERCE, LLC | Delaware | 65-0944638 | ROSEVILLE MOTOR HOLDING, LLC | Delaware | 20-5225195 |
TABLE OF ADDITIONAL REGISTRANTS (CONTINUED)
Exact name of additional registrant as specified in its charter |
State or Other Jurisdiction of Incorporation or Organization |
IRS Employer Identification Number |
Exact name of additional registrant as specified in its charter |
State or Other Jurisdiction of Incorporation or Organization |
IRS Employer Identification Number | |||||
Pitre Chrysler-Plymouth-Jeep of Scottsdale, Inc. | Delaware | 86-0928955 | Sacramento Collision, Inc. | Delaware | 46-4553176 | |||||
Plains Chevrolet GP, LLC | Delaware | 06-1699677 | Sahara Imports, Inc. | Nevada | 86-0869592 | |||||
Plains Chevrolet, Ltd. | Texas | 20-0058622 | SAHARA NISSAN, INC. | Nevada | 88-0133547 | |||||
Port City Imports, Inc. | Texas | 74-2403712 | ||||||||
Prime Auto Cosmetics, Inc. | Delaware | 46-4552973 | ||||||||
Prime Auto Resources, Inc. | California | 33-0718037 | SHAMROCK F. HOLDING, LLC | Delaware | 20-5226693 | |||||
Quality Nissan GP, LLC | Delaware | 06-1699678 | Shamrock Ford, Inc. | California | 94-2220473 | |||||
Quality Nissan, Ltd. | Texas | 20-0058629 | Six Jays LLC | Colorado | 84-1364768 | |||||
Quinlan Motors, Inc. | Florida | 59-3268936 | SMI MOTORS HOLDING, LLC | Delaware | 20-5226719 | |||||
R. Coop Limited | Colorado | 84-1251979 | SMI Motors, Inc. | California | 95-4399082 | |||||
R.L. Buscher II, Inc. | Colorado | 84-1171763 | South Broadway Motors, LLC | Delaware | 65-0944625 | |||||
R.L. Buscher III, Inc. | Colorado | 84-1171764 | Southwest Motors of Denver, LLC | Delaware | 65-0944643 | |||||
Real Estate Holdings, Inc. | Florida | 65-0789583 | STAR MOTORS, LLC | Delaware | 65-0944646 | |||||
RENTON H IMPORTS, INC. | Delaware | 84-1491657 | Steakley Chevrolet GP, LLC | Delaware | 02-0695725 | |||||
Republic Resources Company | Delaware | 51-0370517 | Steakley Chevrolet, Ltd. | Texas | 20-0058140 | |||||
Steeplechase Motor Company | Texas | 76-0244476 | TN F Imports, LLC | Delaware | 45-4504984 | |||||
STEVE MOORE CHEVROLET DELRAY, LLC | Delaware | 65-0944647 | TORRANCE NISSAN HOLDING, LLC | Delaware | 20-5224866 | |||||
STEVE MOORE CHEVROLET, LLC | Delaware | 65-0944670 | TORRANCE NISSAN, LLC | Delaware | 65-0944661 | |||||
STEVENS CREEK HOLDING, LLC | Delaware | 20-5225154 | Tousley Ford, Inc. | Minnesota | 41-0609970 | |||||
Stevens Creek Luxury Imports Holding, LLC | Delaware | 45-4503334 | TOYOTA CERRITOS LIMITED PARTNERSHIP | Georgia | 88-0377743 | |||||
Stevens Creek Luxury Imports, Inc. | Delaware | 45-4496303 | Triangle Corporation | Delaware | 52-2025037 | |||||
Stevens Creek Motors, Inc. | California | 94-3010181 | T-West Sales & Service, Inc. | Nevada | 88-0235466 | |||||
Sunrise Nissan of Jacksonville, Inc. | Florida | 59-3427446 | TX Alliance Motors, Inc. | Texas | 74-2941297 | |||||
Sunrise Nissan of Orange Park, Inc. | Florida | 59-1357686 | TX Ennis Autoplex Motors, Inc. | Texas | 75-2301576 | |||||
Sunset Pontiac-GMC Truck South, Inc. | Florida | 59-3128431 | TX Motors of North Richland Hills, Inc. | Delaware | 75-1574866 | |||||
Sunset Pontiac-GMC, Inc. | Michigan | 38-1919584 | TX Motors on Katy Freeway, Inc. | Texas | 74-2941811 | |||||
Superior Nissan, Inc. | North Carolina | 62-1306501 | TX Motors on Southwest Loop, Inc. | Texas | 75-2095119 | |||||
SUTHERLIN CHRYSLER-PLYMOUTH JEEP-EAGLE, LLC | Delaware | 65-0944667 | TX West Houston Motors, Inc. | Texas | 74-2705707 | |||||
Sutherlin H. Imports, LLC | Delaware | 47-0922631 | Valencia Auto Imports Holding, LLC | Delaware | 45-4503286 | |||||
Sutherlin Imports, LLC | Delaware | 65-0944664 | VALENCIA B. IMPORTS HOLDING, LLC | Delaware | 20-5225959 | |||||
SUTHERLIN NISSAN, LLC | Delaware | 65-0944665 | Valencia B. Imports, Inc. | Delaware | 20-0152054 | |||||
Tasha Incorporated | California | 94-2512050 | Valencia Dodge | California | 95-3935812 |
TABLE OF ADDITIONAL REGISTRANTS (CONTINUED)
Exact name of additional registrant as specified in its charter |
State or Other Jurisdiction of Incorporation or Organization |
IRS Employer Identification Number |
Exact name of additional registrant as specified in its charter |
State or Other Jurisdiction of Incorporation or Organization |
IRS Employer Identification Number | |||||
Tempe Auto Imports, Inc. | Delaware | 46-4551989 | VALENCIA DODGE HOLDING, LLC | Delaware | 20-5226772 | |||||
TERRY YORK MOTOR CARS HOLDING, LLC | Delaware | 20-5226742 | VALENCIA H. IMPORTS HOLDING, LLC | Delaware | 20-5226809 | |||||
Terry York Motor Cars, Ltd. | California | 95-3549353 | Valencia H. Imports, Inc. | Delaware | 20-0152004 | |||||
Texan Ford Sales, Ltd. | Texas | 20-0058068 | VALLEY CHEVROLET, LLC | Delaware | 47-0922623 | |||||
Texan Ford, Inc. | Texas | 76-0207034 | VANDERBEEK MOTORS HOLDING, LLC | Delaware | 20-5226839 | |||||
Texan Sales GP, LLC | Delaware | 02-0695727 | Vanderbeek Motors, Inc. | California | 94-2494800 | |||||
Texas Management Companies LP, LLC | Delaware | 52-2135873 | Vanderbeek Olds/GMC Truck, Inc. | California | 68-0072435 | |||||
VANDERBEEK TRUCK HOLDING, LLC | Delaware | 20-5373982 | ||||||||
The Pierce Corporation II, Inc. | Arizona | 86-0743383 | VILLAGE MOTORS, LLC | Delaware | 65-0944660 | |||||
Tinley Park A. Imports, Inc. | Delaware | 52-2124968 | Vince Wiese Chevrolet, Inc. | Delaware | 95-2703429 | |||||
Tinley Park J. Imports, Inc. | Delaware | 52-2104777 | VINCE WIESE HOLDING, LLC | Delaware | 20-5226871 | |||||
Tinley Park V. Imports, Inc. | Delaware | 84-1041105 | VistaCal Luxury Imports, Inc. | Delaware | 46-4551856 | |||||
TN CDJR Motors, LLC | Delaware | 45-4504914 | W.O. Bankston Nissan, Inc. | Texas | 75-1279211 | |||||
WALLACE DODGE, LLC | Delaware | 65-0944659 | Westgate Chevrolet, Ltd. | Texas | 20-0058608 | |||||
WALLACE FORD, LLC | Delaware | 65-0944658 | Westmont A. Imports, Inc. | Delaware | 65-0725800 | |||||
WALLACE LINCOLN-MERCURY, LLC | Delaware | 65-0944657 | Westmont B. Imports, Inc. | Delaware | 65-1151452 | |||||
WALLACE NISSAN, LLC | Delaware | 65-0944655 | Westmont Collision, Inc. | Delaware | 46-4552876 | |||||
Webb Automotive Group, Inc. | California | 33-0338459 | Westmont M. Imports, Inc. | Delaware | 65-1151453 | |||||
West Colorado Motors, LLC | Delaware | 65-0944593 | Woody Capital Investment Company II | Colorado | 84-1167986 | |||||
West Houston Luxury Imports, Inc. | Delaware | 46-4552448 | Woody Capital Investment Company III | Colorado | 84-1167988 | |||||
West Side Motors, Inc. | Tennessee | 62-1030139 | Working Mans Credit Plan, Inc. | Texas | 75-2458731 | |||||
Westgate Chevrolet GP, LLC | Delaware | 06-1699676 | WPB Collision, Inc. | Delaware | 52-2109996 |
* | All Additional Registrants have the following principal executive office: |
c/o AutoNation, Inc.
200 SW 1st Ave
Fort Lauderdale, Florida 33301
(954) 769-6000
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 January 14, 2015.* | |
Exhibit 3. | A copy of the Comptroller of the Currency Certification of Fiduciary Powers for Wells Fargo Bank, National Association, dated January 6, 2014.* | |
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 trustees Form T-1 filed as exhibit to the Filing 305B2 dated March 13, 2015 of file number 333-190926. |
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 6th day of February, 2019.
WELLS FARGO BANK, NATIONAL ASSOCIATION |
/s/ Stefan Victory |
Stefan Victory |
Vice President |
EXHIBIT 6
February 6, 2019
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 December 31, 2018, 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 |
$ | 22,427 | ||||||
Interest-bearing balances |
149,483 | |||||||
Securities: |
||||||||
Held-to-maturity securities |
144,679 | |||||||
Available-for-sale securities |
255,037 | |||||||
Equity Securities with readily determinable fair value not held for trading |
79 | |||||||
Federal funds sold and securities purchased under agreements to resell: |
||||||||
Federal funds sold in domestic offices |
114 | |||||||
Securities purchased under agreements to resell |
41,906 | |||||||
Loans and lease financing receivables: |
||||||||
Loans and leases held for sale |
7,833 | |||||||
Loans and leases, net of unearned income |
923,885 | |||||||
LESS: Allowance for loan and lease losses |
9,504 | |||||||
Loans and leases, net of unearned income and allowance |
914,381 | |||||||
Trading Assets |
40,722 | |||||||
Premises and fixed assets (including capitalized leases) |
7,982 | |||||||
Other real estate owned |
457 | |||||||
Investments in unconsolidated subsidiaries and associated companies |
12,863 | |||||||
Direct and indirect investments in real estate ventures |
229 | |||||||
Intangible assets |
39,280 | |||||||
Other assets |
51,879 | |||||||
|
|
|||||||
Total assets |
$ | 1,689,351 | ||||||
|
|
|||||||
LIABILITIES |
||||||||
Deposits: |
||||||||
In domestic offices |
$ | 1,282,404 | ||||||
Noninterest-bearing |
399,731 | |||||||
Interest-bearing |
882,673 | |||||||
In foreign offices, Edge and Agreement subsidiaries, and IBFs |
59,567 | |||||||
Noninterest-bearing |
1,084 | |||||||
Interest-bearing |
58,483 | |||||||
Federal funds purchased and securities sold under agreements to repurchase: |
||||||||
Federal funds purchased in domestic offices |
6,516 | |||||||
Securities sold under agreements to repurchase |
5,959 |
Dollar Amounts In Millions |
||||
Trading liabilities |
11,537 | |||
Other borrowed money |
||||
(includes mortgage indebtedness and obligations under capitalized leases) |
115,522 | |||
Subordinated notes and debentures |
11,751 | |||
Other liabilities |
30,852 | |||
|
|
|||
Total liabilities |
$ | 1,524,108 | ||
EQUITY CAPITAL |
||||
Perpetual preferred stock and related surplus |
0 | |||
Common stock |
519 | |||
Surplus (exclude all surplus related to preferred stock) |
114,541 | |||
Retained earnings |
53,527 | |||
Accumulated other comprehensive income |
-3,686 | |||
Other equity capital components |
0 | |||
|
|
|||
Total bank equity capital |
164,901 | |||
Noncontrolling (minority) interests in consolidated subsidiaries |
342 | |||
|
|
|||
Total equity capital |
165,243 | |||
|
|
|||
Total liabilities, and equity capital |
$ | 1,689,351 | ||
|
|
I, John R. Shrewsberry, Sr. 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.
John R. Shrewsberry
Sr. 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.
Directors
James Quigley
Theodore F. Craver, Jr.
Karen B. Peetz