FLOOR PLAN NOTES PAYABLE | FLOOR PLAN NOTES PAYABLE Floor plan notes payable consisted of the following: As of September 30, 2020 December 31, 2019 (In millions) Floor plan notes payable—trade (a) $ 67.1 $ 146.5 Floor plan notes payable offset account (6.7) (16.2) Floor plan notes payable—trade, net $ 60.4 $ 130.3 Floor plan notes payable—new non-trade (b) $ 618.3 $ 773.6 Floor plan notes payable—used non-trade 50.0 — Floor plan notes payable offset account (33.1) (115.9) Floor plan notes payable—non-trade, net $ 635.2 $ 657.7 ____________________________ (a) Amounts reflected for floor plan notes payable—trade as of September 30, 2020 and December 31, 2019, excluded $5.8 million and $21.9 million classified as Liabilities associated with assets held for sale. (b) Amounts reflected for floor plan notes payable—new non-trade as of December 31, 2019, excluded $40.9 million classified as Liabilities associated with assets held for sale. We have a floor plan facility with Ford Motor Credit Company ("Ford Credit") to purchase new Ford and Lincoln vehicle inventory. Our floor plan facility with Ford Credit was amended in July 2020 to extend the maturity date to July 31, 2021. We have established a floor plan notes payable offset account with Ford Credit that allows us to transfer cash to the account as an offset to our outstanding Floor Plan Notes Payable—Trade. In addition, we have a similar floor plan offset account with Bank of America that allows us to offset our Floor Plan Notes Payable—Non-Trade. These accounts allow us to transfer cash to reduce the amount of outstanding floor plan notes payable that would otherwise accrue interest, while retaining the ability to transfer amounts from the offset account into our operating cash accounts within one to two days. As of September 30, 2020 and December 31, 2019, we had $39.8 million and $132.1 million, respectively, in these floor plan offset accounts. At our option, we have the ability to re-designate a portion of our availability under the Revolving Credit Facility to the New Vehicle Floor Plan Facility or the Used Vehicle Floor Plan Facility. The maximum amount we are allowed to re-designate is determined based on our aggregate revolving commitment under the Revolving Credit Facility, less $50.0 million. In addition, we are able to re-designate any amounts moved to the New Vehicle Floor Plan Facility or Used Vehicle Floor Plan Facility back to the Revolving Credit Facility. As of December 31, 2019, $190.0 million of availability under our Revolving Credit Facility was re-designated to the New Vehicle Floor Plan Facility to take advantage of the lower commitment fee rates on the New Vehicle Floor Plan Facility when compared to the Revolving Credit Facility. On March 17, 2020, the entire $190.0 million was re-designated from the New Vehicle Floor Plan Facility to the Revolving Credit Facility. As of September 30, 2020, there was $50.0 million outstanding under the Used Vehicle Floor Plan Facility. Long-term debt consisted of the following: As of September 30, 2020 December 31, 2019 (In millions) 6.00% Senior Subordinated Notes due 2024 $ — $ 600.0 4.50% Senior Notes due 2028 405.0 — 4.75% Senior Notes due 2030 445.0 — Mortgage notes payable bearing interest at fixed rates 97.6 100.5 2018 Bank of America Facility (a) 85.4 88.3 2018 Wells Fargo Master Loan Facility (b) 88.4 25.0 2013 BofA Real Estate Facility 34.2 35.5 2015 Wells Fargo Master Loan Facility (c) 62.3 76.8 Finance lease liability 16.7 17.2 Total debt outstanding 1,234.6 943.3 Add—unamortized premium on 6.0% Senior Subordinated Notes due 2024 — 5.1 Add—unamortized premium on 4.50% Senior Notes due 2028 1.3 — Add—unamortized premium on 4.75% Senior Notes due 2030 2.2 — Less—debt issuance costs (14.3) (9.0) Long-term debt, including current portion 1,223.8 939.4 Less—current portion, net of current portion of debt issuance costs (49.7) (32.4) Long-term debt $ 1,174.1 $ 907.0 ____________________________ (a) Amounts reflected for the 2018 BofA Real Estate Facility (as defined herein) as of December 31, 2019, exclude $26.6 million classified as Liabilities associated with assets held for sale. (b) Amounts reflected for the 2018 Wells Fargo Master Loan Facility (as defined herein) as of September 30, 2020, exclude $5.1 million classified as Liabilities associated with assets held for sale. (c) Amounts reflected for the 2015 Wells Fargo Master Loan Facility (as defined herein) as of September 30, 2020 and December 31, 2019, exclude $11.5 million and $1.5 million classified as Liabilities associated with assets held for sale, respectively. 6.00% Senior Subordinated Notes due 2024 On February 3, 2020, we issued a conditional notice of redemption to the holders of our 6% Senior Subordinated Notes due 2024 (the "6% Notes"), notifying such holders that we intended to redeem all of the 6% Notes. On March 4, 2020, the 6% Notes were redeemed at 103% of par, plus accrued and unpaid interest to, but excluding, the date of redemption. We recorded a loss on extinguishment of the 6% Notes of $19.1 million which comprised a redemption premium of $18.0 million and the net write-off of the unamortized premium and debt issuance costs of $1.1 million related to the 6% Notes on the redemption date. New Senior Notes In contemplation of the 2019 Acquisition, on February 19, 2020, the Company completed its offering of senior unsecured notes (the "February 2020 Offering"), consisting of $525.0 million aggregate principal amount of 4.50% Senior Notes due 2028 (the "Existing 2028 Notes") and together with the Additional 2028 Notes (as defined below), the "2028 Notes") and $600.0 million aggregate principal amount of 4.75% Senior Notes due 2030 (the "Existing 2030 Notes" and, together with the Existing 2028 Notes, the "Existing Notes") and together with the Additional 2030 Notes (as defined below), the "2030 Notes"). The Company paid lender fees of $6.8 million in conjunction with the February Notes Offering and incurred additional debt issuance costs of $3.1 million. As a result of the termination of the 2019 Acquisition, the Company delivered a notice of special mandatory redemption to holders of its Existing 2028 Notes and Existing 2030 Notes pursuant to which it would redeem on a pro rata basis (1) $245.0 million of the Existing 2028 Notes and (2) $280.0 million of the 2030 Existing Notes, in each case, at 100% of the respective principal amount plus accrued and unpaid interest to but excluding, the special mandatory redemption date. On March 30, 2020, the Company completed the redemption and recorded a write-off of unamortized debt issuance costs of $1.5 million. In September 2020, the Company completed an issuance of $250.0 million aggregate principal amount of additional senior unsecured notes (the "September 2020 Offering") consisting of $125.0 million aggregate principal amount of additional 4.50% Senior Notes due 2028 (the "Additional 2028 Notes") at a price of 101.00% of par, plus accrued interest from September 1, 2020, and $125.0 million aggregate principal amount of additional 4.75% Senior Notes due 2030 (the "Additional 2030 Notes" and together with the Additional 2028 Notes, the "Additional Notes") at a price of 101.75% of par, plus accrued interest from September 1, 2020. After deducting the initial purchasers' discounts of $2.8 million, we received net proceeds of approximately $250.6 million from the September 2020 Offering. The $3.5 million premium paid by the initial purchasers of the Additional Notes was recorded as a component of long-term debt on our Condensed Consolidated Balance Sheet and is being amortized as a reduction of interest expense over the remaining term of the Notes. The proceeds of the September 2020 Offering were used to redeem the Seller Notes issued in connection with the Revised Transaction and repay approximately $50.0 million in aggregate principal amount outstanding under our Revolving Credit Facility. The lender fees and other debt issuance costs incurred are being amortized over the terms of the Notes using the effective interest method. The 2028 Notes and 2030 Notes mature on March 1, 2028 and March 1, 2030, respectively. Interest is payable semiannually, on March 1 and September 1 of each year. The February 2020 Offering, together with additional borrowings and cash on hand, was incurred to (i) fund, if consummated, the acquisition of substantially all of the assets of Park Place, (ii) redeem all of our outstanding $600.0 million aggregate principal amount of the 6.0% Notes and (iii) pay fees and expenses in connection with the foregoing. The remaining outstanding 2028 Notes and 2030 Notes are subject to customary covenants, events of default and optional redemption provisions. In addition, the remaining outstanding 2028 Notes and 2030 Notes are required to be registered under the Securities Act of 1933 within 270 days of the closing date for the offering. The Company completed the registration of the 2028 Notes and 2030 Notes in October 2020. We are a holding company with no independent assets or operations. For all relevant periods presented, our 6.0% Notes, 2028 Notes and 2030 Notes have been fully and unconditionally guaranteed, on a joint and several basis, by substantially all of our subsidiaries. Any subsidiaries that have not guaranteed such notes are "minor" (as defined in Rule 3-10(h) of Regulation S-X). As of September 30, 2020, there were no significant restrictions on the ability of our subsidiaries to distribute cash to us or our guarantor subsidiaries. Seller Notes The Seller Notes comprised $150.0 million in aggregate principal amount of 4.00% promissory note due August 2021 and $50.0 million in aggregate principal amount of a 4.00% promissory note due February 2022 and were issued on August 24, 2020 in conjunction with the Revised Transaction. In September 2020, the Company redeemed the Seller Notes with the proceeds of the September 2020 Offering. Amendments to 2019 Senior Credit Facility In connection with the 2019 Acquisition, we obtained amendments, among other things, to (1) increase the aggregate commitments under the Revolving Credit Facility to $350.0 million, (2) increase the aggregate commitments under the New Vehicle Floorplan Facility to $1.35 billion and (3) increase the aggregate commitments under the Used Vehicle Floorplan Facility to $200.0 million. These amendments to increase the aggregate commitments were to be effective concurrently with the consummation of the 2019 Acquisition. As a result of the termination of the 2019 Acquisition, the aforementioned amendments did not become effective. New BofA Real Estate Facility In connection with the 2019 Acquisition, on February 7, 2020 we entered into the New BofA Real Estate Facility, which provided for term loans in an aggregate amount not to exceed $280.6 million, upon the consummation of the 2019 Acquisition. As a result of the termination of the 2019 Acquisition, the anticipated borrowings under the New BofA Real Estate Facility have not occurred and the agreement governing the New BofA Real Estate Facility has terminated. 2018 Wells Fargo Master Loan Facility On June 26, 2020, the Company borrowed an additional $69.4 million under the 2018 Wells Fargo Master Loan Facility. |