SUMMARY

This summary highlights selected information included in or incorporated by reference into this prospectus. The following summary does not contain all of the information that you should consider before deciding whether to participate in the exchange offer and is qualified in its entirety by the more detailed information appearing elsewhere in the prospectus and the documents incorporated herein by reference. You should carefully read the entire prospectus, including the information incorporated by reference herein, and particularly the information in the “Risk Factors” section beginning on page 30 of this prospectus, and in the documents incorporated by reference herein, before making an investment decision. See “Where You Can Find More Information About Us.” All references to the “Acquisition” refer to the recently completed acquisition of all of the assets of, and lease of the real property related to, 12 new vehicle dealership franchises, two collision centers and an auto auction comprising the Park Place Dealership group (the acquired assets, collectively, “Park Place”) pursuant to that certain Asset Purchase Agreement (the “Asset Purchase Agreement”), dated as of July 6, 2020, among the Company, certain members of the Park Place dealership group, Park Place Mid-Cities, Ltd., a Texas limited partnership, and the identified principal (collectively, the “Sellers”). Additionally, except as otherwise indicated or as the context otherwise requires, all references in this prospectus to “Asbury,” the “Company,” “we,” “us” or “our” refer to Asbury Automotive Group, Inc. and its subsidiaries. All references in this prospectus to the “Combined Company” refer to Asbury Automotive Group, Inc. and its subsidiaries, after giving pro forma effect to the Acquisition.

Overview

Asbury Automotive Group, Inc., headquartered in Duluth, Georgia, is the 7th largest U.S.-based franchised automotive retailer, operating 114 franchises (91 dealership locations) representing 31 brands of automobiles and 25 collision repair centers in 16 metropolitan markets within nine states as of August 31, 2020. We offer an extensive range of automotive products and services, including new and used vehicles; vehicle repair and maintenance services, replacement parts and collision repair services (collectively referred to as “parts and services” or “P&S”); and finance and insurance products (“F&I”). For the six months ended June 30, 2020, our new vehicle revenue brand mix consisted of 44% imports, 33% luxury, and 23% domestic brands.

On December 11, 2019, the Company, through its wholly-owned subsidiary, entered into definitive agreements with the Park Place Dealership group to purchase 19 new luxury dealership franchises (three Mercedes-Benz, three Sprinter, two Lexus, two Jaguar, two Land Rover, one Porsche, one Volvo and five ultra-luxury franchises (one Bentley, one Rolls-Royce, one McLaren, one Maserati and one Karma)), one open-point, two collision centers and an auction business for wholesaling used cars (the “2019 Park Place Transaction”). On March 24, 2020, due to the economic uncertainty surrounding the COVID-19 pandemic and the potential impact of the pandemic on its business, the Company exercised its right to terminate the 2019 Park Place Transaction in accordance with the terms of the definitive agreements.

In response to the downturn in our business, management took various actions in early April to attempt to mitigate the financial impact of COVID-19. As a result of these efforts, along with a strong May and June performance, the Company reengaged on the Park Place Dealership group acquisition under more favorable pricing and more flexible financing terms, including limiting the purchase of luxury dealership franchises to those most aligned with the Company’s core strategic business. On July 6, 2020, the Company entered into the Asset Purchase Agreement with respect to the Acquisition and on August 24, 2020, the Company completed the Acquisition.

Park Place Dealership group, based in Dallas, Texas, is one of the country’s largest luxury dealer groups, with an attractive portfolio of high volume, award-winning, luxury dealerships and high-quality real estate.

Park Place Dealership group is estimated to be the #2 dealer group in the U.S. based on revenue per dealership in 2019. The assets acquired from Park Place Dealership group consist of a collection of:

The remaining 7 franchises of Park Place Dealership group and certain other assets owned by Park Place Dealership group were not acquired by the Company in connection with the Acquisition.

As of July 6, 2020, four of Park Place’s stores were ranked among the top 10 stores in volume in the country among their franchise: Mercedes-Benz, Lexus, Porsche, and the Jaguar/Land Rover Store. In addition, the other Lexus store and the Volvo store were ranked among the top 25 stores in volume nationally.

Combination Rationale

We believe that the Acquisition creates a substantially larger and more diversified enterprise with enhanced profitable growth opportunities and a larger base of stable, recurring revenue from the high margin parts and service business. We believe the Acquisition strengthens our dual strategy of driving operational excellence and deploying capital to its highest return. We believe Park Place is a highly efficient operator of luxury stores, with a strong base of loyal clients and approximately 1,400 team members throughout the growing Dallas/Fort Worth market. We expect that our demonstrated success acquiring and integrating well-run businesses will provide us the opportunity to leverage the best practices of both businesses going forward.

The Acquisition increased the Company’s geographic mix to 27% of total revenue derived from the Dallas Metro market, and it will further diversify the Company’s overall portfolio. The luxury segment has historically delivered strong and stable margins that are significantly above those achieved by mid-line import and domestic brands. Luxury stores have historically been more resilient in economic downturns, have fewer dealers nationwide and derive a higher portion of gross profit from parts and service. The Dallas Metro market has a population of 7.4 million, which is the 4th largest in the United States. According to IHS Markit and MotorIntelligence, the Dallas/Fort Worth market had a 30% higher penetration of luxury new vehicle sales than the national average in 2019. Additionally, the Dallas/Fort Worth market is expected to experience population growth significantly higher than the national forecast through 2023 according to IHS Markit.

We believe that we can achieve meaningful run-rate synergies and operational improvements of at least $30.0 million within three years following the closing of the Acquisition, consisting of (1) a reduction in corporate costs, (2) lower servicing costs by maintaining key store-level accounting and administrative activities in our shared service centers, (3) the ability to leverage our scale to reduce costs related to purchasing certain equipment, supplies, and services through national vendor relationships and (4) expected operational improvements primarily with respect to F&I and to a lesser extent P&S. See “Risk Factors—Risks Related to the Business—We may be unable to realize the anticipated cost savings or operational improvements or may incur additional and/or unexpected costs in order to realize them.”

Asbury Automotive

We are one of the largest automotive retailers in the United States by revenue. As of August 31, 2020, we owned and operated 114 new vehicle franchises (91 dealership locations) representing 31 brands of automobiles and 25 collision repair centers in 16 metropolitan markets within nine states. Our stores offer an extensive range of automotive products and services, including new and used vehicles, P&S and F&I.

Our retail network is made up of dealerships operating primarily under the following locally-branded dealership groups.

Our operations provide a diverse revenue base that we believe mitigates the impact of fluctuations in new vehicle sales volumes and gross profit margins. In addition, our geographic footprint decreases our exposure to regional economic conditions and our brand diversification decreases our exposure to manufacturer-specific risks, such as brand perception or production disruptions. For the six months ended June 30, 2020, 45.7% of our gross profit was derived from our parts and service business, which historically has been more stable throughout economic cycles.

For the year ended December 31, 2019 and the six months ended June 30, 2020, the Company generated revenue of $7.2 billion and $3.1 billion, respectively, and Adjusted EBITDA of $345.0 million and $164.2 million, respectively.

Park Place

Founded in 1987, Park Place is a founder-owned business that has become one of the country’s largest and most prominent luxury dealer groups. Park Place engages in the retail and wholesale of new and used automobiles of multiple manufacturers, and also provides financing, auto parts, repair and maintenance services. The operating assets acquired include 12 new vehicle franchises, all of which are concentrated in the Dallas-Fort Worth-Arlington metroplex (“Dallas Metro”) market: 3 Mercedes-Benz, 3 Sprinter, 2 Lexus, 1 Jaguar and 1 Land Rover, 1 Porsche, and 1 Volvo. Also included is an auction business, known as the “Auto Auction” and two collision centers.

The Dallas Metro market has a population of 7.4 million, which is the 4th largest in the United States. According to Urban Science, the Dallas Metro market is expected to experience sustained continued market growth above the national average, including with respect to population growth, household annual income growth and household income distribution.

Additionally, we believe Park Place has a track record of having superior customer service and well-maintained dealerships which make the business well positioned to capture market share in a metro area that historically has a higher concentration of luxury new vehicle sales as compared to the national average.

For the year ended December 31, 2019 and the six months ended June 30, 2020, Park Place generated revenue of $1.7 billion and $0.7 billion, respectively, and Adjusted EBITDA of $67.6 million and $24.5 million, respectively. For a reconciliation of Park Place’s Adjusted EBITDA to net income, which is the most directly comparable GAAP financial measure, please see “—Summary Historical Consolidated Financial Information of Park Place.”

Industry Overview

In the United States, the franchised automotive dealer industry is the largest retail sector by revenue, where nearly all new cars and light trucks are purchased in the United States. According to Edmunds.com and NADA DATA 2019, the total addressable market for new and used vehicle sales in 2019 was $1.45 trillion on 57 million units, with new vehicles representing $0.6 trillion and 17 million units, and used vehicles representing $0.8 trillion and 40 million units. The U.S. franchised automotive retail market is highly fragmented, with no single dealership group accounting for more than 2% of industry revenue. Key trends that we expect to continue to impact our industry include:

The figure below illustrates the recovery of our new vehicle unit sales since April:

Our Competitive Strengths

Leading dealership group with growing scale in the fragmented auto retail sector. We are the 7th largest franchised dealership group in the United States based on revenue of the Combined Company for the year ended December 31, 2019. Our size and scale enhances our relationships with OEMs and key finance partners, leverages our investments in new technologies/systems and corporate overhead across a larger revenue base and maximizes the benefits of implementing best practices within our dealership group. Additionally, the concentration of our dealerships in certain markets and geographies increases operational and personnel efficiencies.

Top 10 U.S. Based Franchised Dealership Groups by Revenue for the Year Ended December 31, 2019

($ in millions)

Source: Automotive News.

Our gross profit is increasingly driven by more stable, higher-margin revenue streams. Since the last recession from 2008 to 2009, we have made significant investments in our fixed operations and implemented strategic initiatives that have created a more resilient, higher-margin business model that is less reliant on vehicle

sales. In our P&S business, we have added capacity, increased throughput and invested in technology to improve customer satisfaction, which has allowed us to expand our margins and take market share from independent service providers. In our F&I business, we have added headcount at the dealership level, increased the quality of our training programs and invested in consumer-friendly technologies, which have resulted in higher F&I income per vehicle. The figure below illustrates the transformation of our revenue and gross profit mix from the year ended December 31, 2008 as compared to the quarter ended June 30, 2020.

Asbury Revenue and Gross Profit Contribution (2008 vs Quarter Ended June 30, 2020)

Strong margin profile. We strive to drive operational excellence across our dealership platform to consistently deliver above industry average profit margins. We believe that our margins have and will continue to expand from the sharing of best practices between companies, the realization of identified run-rate synergies from duplicative corporate overhead functions and the implementation of Asbury’s products and processes within Park Place’s dealerships to increase the F&I income per vehicle sold. We have confidence in the success of these initiatives based on our track record of acquiring and integrating similar dealerships.

Highly variable cost structure and significant fixed cost absorption from stable P&S revenue. Our cost structure is highly variable at the dealership and corporate level, which minimizes the profit margin impact from any decline in vehicle sales. From 2008 to 2019, our selling, general and administrative expenses (“SG&A”) as a percentage of gross profit have declined from approximately 81% to approximately 68%, and the profits we generate from our P&S business cover an increasing portion of our fixed costs. We estimate that over 70% of our SG&A is variable. We have created a hybrid strategy to leverage fixed costs across our dealership portfolio that (1) allows our higher volume stores the flexibility to add headcount for improved local customer service and (2) offers our lower volume stores access to a high quality shared service center to maintain dealership-level profitability.

Strong free cash flow generation to reduce our leverage and support our strong credit profile. Our goal is to generate cash flow that will allow us to achieve a total net leverage (which we define as net debt (total debt less cash and cash equivalents) divided by EBITDA) target of 2.5x to 3.0x. Our financial policy and capital allocation strategy is focused on reducing funded debt. We expect our continued focus on operational excellence to further reduce our net leverage ratio. In addition, we will continue to monitor and manage working capital to maintain a strong liquidity profile.

Business Strategy

We seek to create long-term value in our business by striving to drive operational excellence and deploy capital to its highest risk adjusted returns. To achieve these objectives, we employ the strategies described below.

Invest in and attract top talent to improve backend operations and front-line service. We believe the core of our business success lies in our talent pool, so we are focused on obtaining and retaining the best people. Our executive management team has extensive experience in the auto retail sector, and is able to leverage experience from all positions throughout the Company. In addition, we believe that local management of dealership operations enables our retail network to provide market specific responses to sales, customer service and inventory requirements. The general manager of each of our dealerships is responsible for the operations, personnel and financial performance of that dealership as well as other day-to-day operations.

Implement best practices and improve productivity. We have discipline-specific executives who focus on increasing the penetration of current services and expanding the breadth of our offerings to customers through the implementation of best practices and continuous training on our technology solutions throughout our dealership network. In addition, we have marketing initiatives designed to attract customers to our online channels and mobile applications.

We tie management and employee compensation at various operational levels to performance through incentive-based pay systems based on various metrics, including dealership profitability, departmental profitability, customer satisfaction and individual performance, as appropriate. In addition, a portion of management’s compensation is variable-based in nature, including an annual cash bonus based on achieving certain EBITDA targets and a component of equity compensation tied to our financial performance in comparison to our peer group.

Provide an exceptional customer experience. We are focused on providing a high level of customer service and have designed our dealerships’ services to meet the needs of an increasingly sophisticated and demanding automotive consumer. We endeavor to establish relationships that we believe will result in both repeat business and additional business through customer referrals. Furthermore, we provide our dealership managers with appropriate incentives to employ efficient selling approaches, engage in extensive follow-up to develop long-term relationships with customers, and extensively train our sales staff to meet customer needs.

Centralize, streamline and automate processes. Our Dealership Support Center (“DSC”) management is responsible for our capital expenditure and operating strategy, while the implementation of our operating strategy rests with our market-based management teams and each dealership management team based on the policies and procedures established by DSC management. DSC management and our market-based management teams continuously evaluate the financial and operating results of our dealerships, as well as each dealership’s

geographical location, and from time to time, make decisions to evaluate new technologies and/or processes to further refine our operational processes.

Leverage our scale and cost structure to improve our operating efficiencies. We are positioned to leverage our significant scale so that we are able to achieve competitive operating margins by centralizing and streamlining various back-office functions. We are able to improve financial controls and lower servicing costs by maintaining key store-level accounting and administrative activities in our shared service centers, and we leverage our scale to reduce costs related to purchasing certain equipment, supplies, and services through national vendor relationships. Similarly, we are able to leverage our scale to implement these best practices when integrating newly acquired dealerships allowing us to continue to improve our operating efficiencies.

Successfully integrate Park Place and maximize the benefits of this transformational Acquisition. We have a well-defined integration plan for Park Place. Park Place already performed at a high level and is operated by seasoned general managers, with an average tenure of approximately 20 years. Our integration strategy is focused on achieving cost savings at a corporate level from duplicative functions and implementing our training programs and F&I product offerings at Park Place to achieve higher F&I income per vehicle sold. Asbury and Park Place utilize the same operational, human resources and accounting information technology systems, which

we expect to support as part of the integration process. Additionally, we have ample internal resources at Asbury to manage the integration process.

Deploy Capital to Highest Returns. Our capital allocation decisions are made within the context of maintaining sufficient liquidity and a prudent capital structure. We target a 2.5x to 3.0x net leverage ratio, and our primary focus for capital allocation will be to decrease our debt levels; however, we believe our cash position and borrowing capacity, combined with our current and expected future cash generation capability, provides us with financial flexibility to enhance shareholder value through capital deployment by reinvesting in our business, acquiring dealerships as well as repurchasing shares, when prudent.

Continue to invest in our business. We continually evaluate our existing dealership network and seek to make strategic investments that will increase the capacity of our dealerships and improve the customer experience. In addition, we continue to execute on our strategy of selectively acquiring our leased properties where financing rates make it attractive to be an owner and provide us a further means to finance our business.

Evaluate opportunities to refine our dealership portfolio. We continually evaluate the financial and operating results of our dealerships, as well as each dealership’s geographical location and, based on various financial and strategic rationales, may make decisions to dispose of dealerships to refine our dealership and real estate portfolio. We also evaluate dealership acquisition opportunities based on market position and geography, brand representation and availability, key personnel and other factors.

Recent Developments

The Acquisition

On August 24, 2020, the Company completed the Acquisition. In connection with the completion of the Acquisition, the Company paid a purchase price of $685.0 million of goodwill and approximately $50.0 million for parts, fixed assets, and leaseholds (excluding vehicle inventory). Under the Asset Purchase Agreement, the Company has an option to purchase a substantial portion of the leased real property.

The Acquisition was financed with $527.4 million in cash at closing, $127.5 million under the New Vehicle Floor Plan Facility, $35.0 million under the Used Vehicle Floor Plan Facility and the $200.0 million Seller Notes. New vehicle inventory was paid for by borrowings under the New Vehicle Floor Plan Facility. Interest accrues on the Seller Notes at 4.00% per annum, payable quarterly, with the first installment being due on November 23, 2020. The $150.0 million Seller Note matures and becomes due and payable on August 23, 2021 and the $50.0 million Seller Note matures and becomes due and payable on February 24, 2022. The Seller Notes may be prepaid at any time without penalty or premium and are guaranteed by the Company. In September 2020, we repaid in full the aggregate principal amount of the Seller Notes with the proceeds from the Additional Notes offering.

Impact of COVID-19

While we experienced a gradual rebound in our business in May and June, the COVID-19 pandemic has adversely impacted our business operations, store traffic, financial condition, liquidity and cash flow, as well as the operations, financial condition and liquidity of our suppliers, vendors and business partners, and the global economic condition in general. Despite auto retailers having been deemed essential services in most of the markets in which we operate, we experienced significant declines in new and used vehicle unit sales towards the latter half of March which carried over into April. The seasonally adjusted annual rate (“SAAR”) of new vehicle sales in the U.S. during the three months ended June 30, 2020 was 11.3 million compared to 17.1 million during

the three months ended June 30, 2019. During this time period, our parts and service business also operated well below capacity as consumer fears about COVID-19 and “shelter-in-place” or “stay-at-home” orders adversely affected traffic to our dealerships and resulted in motorists driving fewer miles. Consumer confidence deteriorated as the pandemic led to furloughs and increased unemployment across the country, impacting the number of consumers who qualify for credit. Despite this decline in consumer confidence, we experienced a gradual rebound in sales in May and June for both new and used vehicles with gross margins for the quarter ended June 30, 2020 improving over the same period in the prior year comparative period. The below figure illustrates the gradual rebound of our business including revenue and gross profit in May and June:

Our parts and service business also showed signs of recovery towards the end of the second quarter. We experienced a gradual rebound in customer pay repair order traffic and a related increase in gross profit for our parts and service business as illustrated by the figures below:

In response to the downturn in our business, management took various actions in early April to attempt to mitigate the financial impact of COVID-19. These actions included the furlough of approximately 2,300 employees, a reduction in store hours, the suspension of the Company’s 401(k) match and the termination of the 2019 Park Place Transaction. In addition, the Company implemented temporary reductions in pay for all employees, and the Company’s directors also agreed to waive portions of their annual cash retainers. We continued to evaluate these actions throughout the second quarter and made the difficult decision to permanently reduce the workforce by 1,300 employees to help align our expense structure with the current business environment. In July, we reinstated full pay and benefits for our employees impacted by the temporary pay reductions, and we will continue to monitor and respond as necessary to the Company’s operational needs during the ongoing outbreak of the COVID-19 pandemic and resulting economic uncertainty.

While our business experienced a gradual rebound in May and June, we are actively monitoring and managing our cash flows and have enacted cost-saving measures to respond to the uncertain environment. The Company has significantly reduced its marketing expenses, deferred most capital expenditures, and negotiated discounts with certain vendors through the end of the second quarter of 2020. The below figure illustrates our reduction in SG&A expense as a percentage of gross profit as a result of the Company’s efforts:

The flexibility of our cost structure has resulted in profitability throughout the COVID-19 pandemic, with May and June 2020 profitability exceeding that of the prior year period. Since the Company cannot predict the duration of and effects of the pandemic, we will continue to evaluate our options and manage the business as appropriate in order to preserve our financial flexibility during this challenging time.

During the first quarter of 2020, we recorded a $23.0 million non-cash impairment charge related to our intangible manufacturer franchise rights. We did not record an impairment charge related to goodwill and franchise rights for the second quarter of 2020. We may be required to record additional impairment charges if the COVID-19 global pandemic continues. We cannot accurately predict the amount and timing of any additional impairment charge at this time; however, any such impairment charge could have an adverse effect on our results of operations and stockholders’ equity.

As a precautionary measure, on March 18, 2020, the Company borrowed $237.0 million under our Revolving Credit Facility and $110.0 million under the Used Vehicle Floor Plan Facility. In June, we repaid $35.0 million of the Used Vehicle Floor Plan Facility. As of June 30, 2020, we had $17.0 million of remaining availability under the Used Vehicle Floor Plan Facility and no remaining availability under the Revolving Credit Facility. As of June 30, 2020, we had cash and cash equivalents of $613.2 million and an additional $116.7 million of funds in our floor plan offset accounts. We believe we will have sufficient liquidity to meet our debt service and working capital requirements; commitments and contingencies; debt repayment, maturity and repurchase obligations; acquisitions; capital expenditures; and any operating requirements for at least the next twelve months.

We had total available liquidity of $746.9 million as of June 30, 2020, which consisted of cash and cash equivalents of $613.2 million, $116.7 million of funds in our floor plan offset accounts and $17.0 million of availability under our used vehicle revolving floor plan facility. For further discussion of our liquidity, please refer to “Liquidity and Capital Resources” in Part I, Item 2 of our most recent Quarterly Report on Form 10-Q and Part II, Item 7 in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.

Our top priority remains the safety and protection of our customers, team members, and their families. We have modified certain business practices to conform to governmental restrictions and are taking precautionary measures as directed by government and regulatory authorities. Following the CDC’s recommendation, we are providing face masks to employees and guests as required. We have also increased the frequency of dealership cleanings, implemented the use of plastic seat and steering wheel covers when performing service on guest vehicles, thoroughly clean and sanitize loaner vehicles after each use, and have secured extra supplies of hand sanitizer, alcohol wipes, gloves and disinfectants for both employee and guest use at our dealerships. Many of our stores are also offering complimentary pick-up and delivery services to our customers, and we continue to offer online purchasing of new and used vehicles with delivery to the customer.

The effects of the COVID-19 pandemic continue to evolve. While we have seen a gradual rebound in May and June, the outbreak or future outbreaks in the markets in which we operate may cause changes in customer behaviors, including a potential reduction in traffic at our dealerships or consumer spending for vehicles and servicing. This may lead to increased asset recovery and valuation risks, such as impairment of additional long-lived assets. The uncertainties in the global economy may negatively impact our suppliers and other business partners, which may interrupt our supply chain and require other changes to our operations. These and other factors may adversely impact our financial condition, liquidity and cash flow. See “Risk Factors—Risks Related to the Business—The novel coronavirus disease (COVID-19) global pandemic has had and is expected to continue to have a material adverse impact on our business, financial condition and results of operations.”

Recent Acquisition and Dispositions

On or since June 30, 2020, we have acquired and sold dealerships or have entered into a number of agreements that are expected to modify the composition of our portfolio of dealerships, including the following:

Corporate Information

Our principal executive offices are located at 2905 Premiere Parkway NW, Suite 300, Duluth, Georgia. Our telephone number is (770) 418-8200. Our website address is http://www.asburyauto.com. Information contained on our website or that can be accessed through our website is not a part of, nor is it incorporated by reference into, this prospectus.

The Exchange Offer

The following is a brief summary of the principal terms of the exchange offer. Certain of the terms and conditions described below are subject to important limitations and exceptions. For a more complete description of the terms of the exchange offer, see “The Exchange Offer.”

The Exchange Notes

The following is a brief summary of the principal terms of the exchange notes. The terms of the exchange notes are identical in all material aspects to those of the original notes, except for transfer restrictions, registration rights and related special interest provisions relating to the original notes that will not apply to the exchange notes. Certain of the terms and conditions described below are subject to important limitations and exceptions. For a more complete description of the terms of the exchange notes, see “Description of the Notes.”

Summary Historical Consolidated Financial Information of Asbury

The summary below presents certain historical consolidated financial information and should be read in conjunction with the consolidated financial statements and related notes incorporated by reference into this prospectus. The summary historical income statement and other data for the six months ended June 30, 2020 and 2019, and the years ended December 31, 2019, 2018 and 2017 and balance sheet data as of June 30, 2020 and December 31, 2019 and 2018 should be read in conjunction with our unaudited and audited financial statements and related notes included in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 and our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which are incorporated by reference herein. The historical balance sheet data as of December 31, 2017 and June 30, 2019, is derived from our audited and unaudited, respectively, financial statements and related notes, which have previously been filed with the SEC, but which are not incorporated by reference herein. The results of operations for the six month periods ended June 30, 2020 and 2019 and fiscal years ended December 31, 2019, 2018 and 2017, and our financial position as of, June 30, 2020 and 2019, and December 31, 2019, 2018 and 2017 are not necessarily indicative of the operating results or financial position to be expected for any future period.

This information is only a summary and should be read in conjunction with “Special Note Regarding Forward-Looking Statements,” “Special Note Regarding Non-GAAP Financial Measures,” “Summary,” “Risk Factors,” and “Unaudited Pro Forma Condensed Combined Financial Information of the Combined Company” included elsewhere in this prospectus, and Part II, Item 7 entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, Part II, Item 1A entitled “Risk Factors” and Part I, Item 2 entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Quarterly Report on Form 10-Q, and with the audited and unaudited consolidated financial statements of Park Place and the accompanying notes included in our Current Report on Form 8-K/A filed with the SEC on September 30, 2020, which are incorporated by reference herein.

We believe the use of EBITDA and Adjusted EBITDA along with GAAP financial measures enhances the understanding of our operating results and may be useful to investors in comparing our operating performance with that of our competitors and estimating our enterprise value. EBITDA and Adjusted EBITDA are also useful tools in evaluating our core operating results given the significant variation that can result in any period from non-recurring or non-core items.

EBITDA and Adjusted EBITDA are not measurements of our financial performance recognized under GAAP. EBITDA and Adjusted EBITDA are used in addition to and in conjunction with results presented in accordance with GAAP, and should be considered as a supplement to, and not as a substitute for, net income or any other performance measure calculated or derived in accordance with GAAP. Furthermore, this measure is not necessarily comparable to similarly titled measures employed by other companies. EBITDA and Adjusted EBITDA have limitations as an analytical tool as it should not be considered in isolation or as a substitute for analysis of our results of operations as reported under GAAP.

The following provides a numerical reconciliation of EBITDA and Adjusted EBITDA to net income, which is the most directly comparable financial measure prepared in accordance with GAAP:

Summary Historical Consolidated Financial Information of Park Place

The following tables present the summary historical consolidated financial and operating information of Park Place for the periods indicated. The summary historical consolidated financial information for Park Place as of and for the year ended December 31, 2019 and as of and for the six months ended June 30, 2020 and 2019 have been prepared in accordance with GAAP. The balance sheet data and income statement data for Park Place as of and for the year ended December 31, 2019 is derived from Park Place’s audited historical consolidated financial statements included in our Current Report on Form 8-K/A filed with the SEC on September 30, 2020. The balance sheet data and income statement data as of and for the six month periods ended June 30, 2019 and 2020 has been derived from Park Place’s unaudited interim consolidated financial statements included in our Current Report on Form 8-K/A filed with the SEC on September 30, 2020 and incorporated by reference herein.

This information is only a summary and should be read in conjunction with “Special Note Regarding Non-GAAP Financial Measures,” “Risk Factors,” and the audited and unaudited consolidated financial statements of Park Place and the accompanying notes included in our Current Report on Form 8-K/A filed with the SEC on September 30, 2020, as well as the other financial information included or incorporated by reference herein.

EBITDA and Adjusted EBITDA are not measurements of Park Place’s financial performance recognized under GAAP. EBITDA and Adjusted EBITDA are used in addition to and in conjunction with results presented in accordance with GAAP, and should be considered as a supplement to, and not as a substitute for, net income or any other performance measure calculated or derived in accordance with GAAP. Furthermore, this measure is not necessarily comparable to similarly titled measures employed by other companies. EBITDA and Adjusted EBITDA have limitations as analytical tools and should not be considered in isolation or as substitutes for analysis of Park Place’s results of operations as reported under GAAP.

The following provides a numerical reconciliation of Adjusted EBITDA to net income, which is the most directly comparable financial measure prepared in accordance with GAAP:

Summary Unaudited Pro Forma Condensed Combined Financial Information of the Combined Company

The unaudited pro forma condensed combined financial statements (referred to as the “pro forma financial statements”) presented below are derived from the historical consolidated financial statements of the Company and Park Place, as adjusted to give effect to the Acquisition. For additional information related to the Acquisition, see the section of this prospectus entitled “Summary—Recent Developments—The Acquisition.”

The unaudited pro forma condensed combined balance sheet as of June 30, 2020, assumes that the Acquisition occurred on June 30, 2020.

The unaudited pro forma condensed combined statements of income for the six months ended June 30, 2020, and for the year ended December 31, 2019, assume that the Acquisition occurred on January 1, 2019.

The following unaudited pro forma condensed combined financial information should be read in conjunction with the following financial statements, all of which are incorporated by reference to our Annual Report on Form 10-K for the year ended December 31, 2019, our most recent Quarterly Report on Form 10-Q, and our Current Report on Form 8-K/A filed with the SEC on September 30, 2020:

The unaudited pro forma condensed combined financial information of the Combined Company gives effect to the divestiture of the Lexus Greenville Dealership because it is directly attributable to the Acquisition, but does not give effect to the anticipated disposition of the Nalley Ford Dealership. The unaudited pro forma condensed combined financial information also does not give effect to the repayment of $162.0 million of borrowings under the 2019 Senior Credit Facility (as defined below) subsequent to June 30, 2020.

The pro forma adjustments reported in these financial statements are based upon available information and certain assumptions that the Company’s management believes are reasonable. The unaudited pro forma condensed combined financial information of the Combined Company is presented for informational purposes only and is not intended to represent or be indicative of what the results of operations or financial condition would have been had the Acquisition actually occurred on the dates indicated, nor is it meant to be indicative of future results of operations or financial condition for any future period or as of any future date. The unaudited pro forma condensed combined financial information of the Combined Company should be read in conjunction with “Summary—Recent Developments—The Acquisition,” “Risk Factors,” “Use of Proceeds,” “Summary—Summary Historical Consolidated Financial Information of Asbury,” “Summary—Summary Historical Consolidated Financial Information of Park Place,” and with Part II, Item 7 entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, Part II, Item 1A entitled “Risk Factors” and Part I, Item 2 entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Quarterly Report on Form 10-Q, which are incorporated by reference herein.

Assumptions underlying the pro forma adjustments are described in the unaudited pro forma condensed combined financial information of the Combined Company and is incorporated by reference to our Current Report on Form 8-K/A filed with the SEC on September 30, 2020.

Pro Forma Condensed Combined Statements of Income of the Combined Company