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SC 13G Filing
Asbury Automotive (ABG) SC 13GAsbury Automotive Group Inc
Filed: 14 Feb 18, 12:00am
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 | ||
Asbury Automotive Group, Inc. |
Common Stock, par value $0.01 per share |
043436104 |
December 31, 2017 |
(Date of Event which Requires Filing of this Statement) |
1 | Names of Reporting Persons. Abrams Capital Management, LLC Abrams Capital Management, L.P. David Abrams |
2 | Check the Appropriate Box if a Member of a Group (See Instructions) |
(a) [ ] | |
(b) [ ] | |
3 | SEC Use Only |
4 | Citizenship or Place of Organization. Abrams Capital Management, LLC – Delaware Abrams Capital Management, L.P. – Delaware David Abrams – United States |
Number of Shares Beneficially Owned by Each Reporting Person With | 5 Sole Voting Power Abrams Capital Management, LLC – 0 shares Abrams Capital Management, L.P. – 0 shares David Abrams – 0 shares |
6 Shared Voting Power Abrams Capital Management, LLC – 1,085,091 shares Abrams Capital Management, L.P. – 1,085,091 shares David Abrams – 1,085,091 shares | |
7 Sole Dispositive Power Abrams Capital Management, LLC – 0 shares Abrams Capital Management, L.P. – 0 shares David Abrams – 0 shares | |
8 Shared Dispositive Power Abrams Capital Management, LLC – 1,085,091 shares Abrams Capital Management, L.P. – 1,085,091 shares David Abrams – 1,085,091 shares |
9 | Aggregate Amount Beneficially Owned by Each Reporting Person Abrams Capital Management, LLC – 1,085,091 shares Abrams Capital Management, L.P. – 1,085,091 shares David Abrams – 1,085,091 shares |
10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] |
11 | Percent of Class Represented by Amount in Row (9) Abrams Capital Management, LLC – 5.21% Abrams Capital Management, L.P. – 5.21% David Abrams – 5.21% |
12 | Type of Reporting Person (See Instructions) Abrams Capital Management, LLC – HC/OO (Limited Liability Company) Abrams Capital Management, L.P. – IA/OO (Limited Partnership) David Abrams – HC/IN |
Item 1 |
(a) | Name of Issuer |
Asbury Automotive Group, Inc. | |
(b) | Address of Issuer’s Principal Executive Offices |
2905 Premiere Parkway NW, Suite 300, Duluth, Georgia 30097 |
Item 2 |
(a) | Name of Person Filing |
Abrams Capital Management, LLC Abrams Capital Management, L.P. David Abrams | |
(b) | Address of Principal Business Office or, if none, Residence |
Abrams Capital Management, LLC Abrams Capital Management, L.P. David Abrams c/o Abrams Capital Management, L.P. 222 Berkeley Street, 21st Floor Boston, MA 02116 | |
(c) | Citizenship |
Abrams Capital Management, LLC - Delaware Abrams Capital Management, L.P. - Delaware David Abrams - United States | |
(d) | Title of Class of Securities |
Common Stock, par value $0.01 per share | |
(e) | CUSIP Number |
043436104 |
Item 3 | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
(a) | [ ] | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
(b) | [ ] | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
(c) | [ ] | Insurance Company as defined in Section 3(a)(19) of the Act; |
(d) | [ ] | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8); |
(e) | [X] | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
(f) | [ ] | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
(g) | [X] | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
(h) | [ ] | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
(i) | [ ] | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
(j) | [ ] | A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J); |
(k) | [ ] | Group, in accordance with §240.13d-1(b)(1)(ii)(K). |
Item 4 | Ownership |
Item 4(a) | Amount Beneficially Owned** |
Abrams Capital Management, LLC – 1,085,091 shares Abrams Capital Management, L.P. – 1,085,091 shares David Abrams – 1,085,091 shares |
Item 4(b) | Percent of Class |
Abrams Capital Management, LLC – 5.21% Abrams Capital Management, L.P. – 5.21% David Abrams – 5.21% | |
Item 4(c) | Number of shares as to which each such person has voting and dispositive power: |
(i) | sole power to vote or to direct the vote |
Abrams Capital Management, LLC – 0 shares Abrams Capital Management, L.P. – 0 shares David Abrams – 0 shares |
(ii) | shared power to vote or to direct the vote |
Abrams Capital Management, LLC – 1,085,091 shares Abrams Capital Management, L.P. – 1,085,091 shares David Abrams – 1,085,091 shares | |
(iii) | sole power to dispose or to direct the disposition of |
Abrams Capital Management, LLC – 0 shares Abrams Capital Management, L.P. – 0 shares David Abrams – 0 shares | |
(iv) | shared power to dispose or to direct the disposition of |
Abrams Capital Management, LLC – 1,085,091 shares Abrams Capital Management, L.P. – 1,085,091 shares David Abrams – 1,085,091 shares |
Item 5 | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [ ]. | |
Item 6 | Ownership of More than Five Percent on Behalf of Another Person |
Not applicable. | |
Item 7 | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company |
Not applicable. | |
Item 8 | Identification and Classification of Members of the Group |
Not applicable. | |
Item 9 | Notice of Dissolution of Group |
Not applicable. |
Item 10 | Certification |
Exhibits | Exhibit |
99.1 | Joint Filing Agreement by and among the Reporting Persons. |
ABRAMS CAPITAL MANAGEMENT, LLC | |
By: /s/ David Abrams | |
David Abrams, Managing Member | |
ABRAMS CAPITAL MANAGEMENT, L.P. | |
By: Abrams Capital Management, LLC, | |
its General Partner | |
By: /s/ David Abrams | |
David Abrams, Managing Member | |
DAVID ABRAMS | |
By: /s/ David Abrams | |
David Abrams, individually |