8-K - LAD - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): October 1, 2020 (September 30, 2020)

LITHIA MOTORS, INC

(Exact name of registrant as specified in its charter)

Oregon	001-14733	93-0572810
(State or other jurisdiction of<br> <br>incorporation or organization)	(Commission<br> <br>File Number)	(I.R.S. Employer<br> <br>Identification No.)
150 N. Bartlett Street, Medford, Oregon	97501
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(Address of principal executive offices)	(Zip Code)

(541) 776-6401

Registrant’s telephone number, including area code

Not Applicable

(Former Name or Former Address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br> <br>Symbol(s)	Name of each exchange<br> <br>on which registered
Class A common stock without par value	LAD	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

Item 8.01.	Other Items.

On September 30, 2020, Lithia Motors, Inc. (“the Company”) issued a press release announcing that it has priced its previously announced underwritten public offering of 3,181,819 shares of its Class A common stock (the “Common Stock Offering”) (3,659,091 shares if the underwriters in the Common Stock Offering exercise in full their option to purchase additional shares) at a price to the public of $220.00 per share. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On September 30 2020, the Company issued a press release announcing that it has priced its private offering (the “Notes Offering”) of $550 million in aggregate principal amount of its 4.375% senior notes due 2031, which represents an increase of $50 million from the offering size previously announced. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

The information in this Current Report on Form 8-K, including the information contained in the exhibits attached hereto, is neither an offer to sell nor a solicitation of an offer to buy any securities.

Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits

Exhibit<br>No.	Description
99.1	Press Release of Lithia Motors, Inc. dated September 30, 2020 (relating to the Common Stock Offering)
99.2	Press Release of Lithia Motors, Inc. dated September 30, 2020 (relating to the Notes Offering)
104	Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	LITHIA MOTORS, INC.
Dated: October 1, 2020	By:	/s/ Tina Miller
		Tina Miller
		Senior Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

Lithia Announces Pricing of Public Offering of Common Stock

Medford, Oregon, September 30, 2020 - Lithia Motors, Inc. (NYSE: LAD) today announced the pricing of its public offering (the “Offering”) of 3,181,819 shares of its Class A common stock (the “common stock”) at a price to the public of $220.00 per share. In addition, the underwriters have been granted a 30-day option to purchase up to an additional 477,272 shares of common stock at the same public offering price, less underwriting discounts and commissions. The offering is expected to close on October 5, 2020, subject to the satisfaction of customary closing conditions.

In addition, today Lithia concurrently announced the pricing of its private offering of $550 million aggregate principal amount of its 4.375% senior notes due 2031 (the “Notes”), which represents an increase of $50 million from the offering size previously announced. This press release is neither an offer to sell nor a solicitation of an offer to buy the Notes.

Goldman Sachs & Co. LLC and J.P. Morgan are acting as joint lead book-running managers for the Offering. BofA Securities, Citigroup and Morgan Stanley are acting as joint book-running managers, and BTIG, Wells Fargo Securities, TD Securities, Truist Securities and Capital One Securities are acting as co-managers in the Offering.

A shelf registration statement relating to our common stock has been filed with the Securities and Exchange Commission (the “SEC”) and became automatically effective upon filing. The Offering is being made only by means of a prospectus supplement and an accompanying prospectus. A preliminary prospectus supplement relating to and describing the terms of the Offering was filed with the SEC on September 29, 2020 and is available on the SEC’s website at www.sec.gov. Copies of these documents and the final prospectus supplement, when available, may be obtained from: Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, Attention: Prospectus Department, by telephone at (866) 471-2526, or by email at prospectus-ny@ny.email.gs.com; or J.P. Morgan Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: 1-866-803-9204, or by email at prospectus-eq_fi@jpmchase.com.

This press release is neither an offer to sell nor a solicitation of an offer to buy shares of our common stock or any other securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, shares of our common stock or any other securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

About Lithia

Lithia Motors, Inc. is a growth company powered by people and innovation with a 5-year plan to profitably consolidate the largest retail sector in our country. They are a leading provider of personal transportation solutions in the United States and are among the fastest-growing companies in the Fortune 500 (#6 on 10-Year EPS Growth, #4 10-Year TSR in 2020). By providing a wide array of products throughout the entire lifecycle of the consumer’s vehicle ownership experience, they build magnetic brand loyalty. Operational excellence is achieved by focusing the business on convenient and transparent consumer experiences supported by proprietary data science to increase market share, consumer loyalty and team performance. Lithia’s omni-channel strategy will continue to pragmatically disrupt the industry by leveraging experienced teams, vast owned inventories, technology, and physical network. By purchasing strong businesses, they further strengthen this network, leveraging their national digital home channel Driveway and building upon their massive regenerating capital engine. Together, these endeavors create a unique and compelling high-growth strategy that provides transportation solutions wherever, whenever and however consumers desire.

Forward-Looking Statements

Certain statements in this press release, and at times made by our officers and representatives, constitute forward-looking statements within the meaning of the “Safe Harbor” provisions of the Private Securities Litigation Reform Act of 1995. Generally, you can identify forward-looking statements by terms such as “project”, “outlook”, “target”, “may”, “will”, “would”, “should”, “seek”, “expect”, “plan”, “intend”, “forecast”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “likely”, “goal”, “strategy”, “future”, “maintain”, and “continue” or the negative of these terms or other comparable terms. Examples of forward-looking statements in this press release include, among others, statements regarding the Offering and our concurrent private offering of the Notes.

Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Forward-looking statements are not guarantees of future performance, and our actual results of operations, financial condition and liquidity and development of the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements in this press release. Therefore, you should not rely on any of these forward-looking statements. The risks and uncertainties that could cause actual results to differ materially from estimated or projected results include, without limitation:

•	Future economic and financial conditions (both nationally and locally), including as a result of the COVID-19 pandemic;
•	Changes in customer demand, our relationship with, and the financial and operational stability of, vehicle<br>manufacturers and other suppliers;
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•	Risks associated with our indebtedness (including available borrowing capacity, compliance with financial<br>covenants and ability to refinance or repay indebtedness on favorable terms);
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•	The adequacy of our cash flow and earnings and other conditions which may affect our ability to pay our quarterly<br>dividend at the planned level;
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•	Disruptions to our technology network including computer systems and software, as well as natural events such as<br>severe weather, fires, floods and earthquakes or man-made or other disruptions of our operating systems, structures, facilities or equipment; and
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•	Government regulations and legislation, and other risks set forth throughout “Part II, Item 7.<br>Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in “Part I, Item 1A. Risk Factors” of our most recent Annual Report on Form 10-K, “Part II,<br>Item 1A. Risk Factors” of our Quarterly Report on Form 10-Q filed on July 24, 2020, and from time to time in our other filings with the SEC.
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Any forward-looking statement made by us in this press release is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

Eric Pitt

Vice President, Investor Relations & Treasurer

Lithia Motors, Inc.

epitt@lithia.com

541-864-1748

EX-99.2

Exhibit 99.2

Lithia Announces Upsizing and Pricing of Senior Notes Offering

Medford, Oregon, September 30, 2020 - Lithia Motors, Inc. (NYSE: LAD) today announced the pricing of $550 million in aggregate principal amount of its 4.375% senior notes due 2031 (the “Notes”) in a private offering (the “Private Offering”), which represents an increase of $50 million from the offering size previously announced. The Private Offering is expected to close on October 9, 2020, subject to customary closing conditions.

Lithia intends to use the net proceeds of the Private Offering for general corporate purposes, which may include financing possible acquisitions, repaying or refinancing debt, working capital and capital expenditures.

In addition, today Lithia concurrently announced that it has priced its previously announced registered public offering of 3,181,819 shares of its Class A common stock (the “common stock”) (3,659,091 shares if the underwriters in the common stock offering exercise in full their option to purchase additional shares) at a public offering price of $220.00 per share. This press release is neither an offer to sell nor a solicitation of an offer to buy shares of our common stock.

The Private Offering is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Notes will be offered and sold only to persons reasonably believed to be qualified institutional buyers in the United States pursuant to Rule 144A under the Securities Act and outside the United States pursuant to Regulation S under the Securities Act. The Notes have not been, and will not be, registered under the Securities Act, or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the rules promulgated thereunder.

This press release is being issued pursuant to Rule 135c under the Securities Act, and is neither an offer to sell nor a solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the Notes or any other securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

About Lithia

Forward-Looking Statements

Certain statements in this press release, and at times made by our officers and representatives, constitute forward-looking statements within the meaning of the “Safe Harbor” provisions of the Private Securities Litigation Reform Act of 1995. Generally, you can identify forward-looking statements by terms such as “project”, “outlook”, “target”, “may”, “will”, “would”, “should”, “seek”, “expect”, “plan”, “intend”, “forecast”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “likely”, “goal”, “strategy”, “future”, “maintain”, and “continue” or the negative of these terms or other comparable terms. Examples of forward-looking statements in this press release include, among others, statements regarding the Private Offering and our concurrent public offering of common stock.

•	Future economic and financial conditions (both nationally and locally), including as a result of the COVID-19 pandemic;
•	Changes in customer demand, our relationship with, and the financial and operational stability of, vehicle<br>manufacturers and other suppliers;
---	---
•	Risks associated with our indebtedness (including available borrowing capacity, compliance with financial<br>covenants and ability to refinance or repay indebtedness on favorable terms);
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•	The adequacy of our cash flow and earnings and other conditions which may affect our ability to pay our quarterly<br>dividend at the planned level;
---	---
•	Disruptions to our technology network including computer systems and software, as well as natural events such as<br>severe weather, fires, floods and earthquakes or man-made or other disruptions of our operating systems, structures, facilities or equipment; and
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•	Government regulations and legislation, and other risks set forth throughout “Part II, Item 7.<br>Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in “Part I, Item 1A. Risk Factors” of our most recent Annual Report on Form 10-K, “Part II,<br>Item 1A. Risk Factors” of our Quarterly Report on Form 10-Q filed on July 24, 2020, and from time to time in our other filings with the SEC.
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Eric Pitt

Vice President, Investor Relations & Treasurer

Lithia Motors, Inc.

epitt@lithia.com

541-864-1748