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Sonic Automotive (NYSE: SAH) fully draws new $150M unsecured bridge loan

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Sonic Automotive, Inc. entered into a new Bridge Facility Credit Agreement with PNC Bank providing a senior unsecured term loan of $150 million. The company immediately borrowed the full amount, creating a short‑term financing source alongside its existing PNC Mortgage Facility.

The bridge loan matures on the earlier of 364 days after closing or a refinancing of the PNC Mortgage Facility. Borrowings bear interest at either Term SOFR plus 2.50% per annum or a Base Rate plus 1.50% per annum, at the company’s option, and may be prepaid without penalty.

The agreement includes customary covenants that can limit additional indebtedness, dividends, capital spending, and major asset transactions, as well as standard events of default such as cross‑defaults and change of control that could trigger immediate repayment of the outstanding balance.

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Insights

Sonic adds a $150M unsecured bridge loan with tight, short-term terms.

Sonic Automotive has arranged a $150 million senior unsecured bridge facility with PNC, fully drawn at closing. The loan sits alongside the existing PNC Mortgage Facility and is designed as short-term funding given its maximum 364-day tenor and refinancing trigger.

Pricing is floating, at Term SOFR plus 2.50% or a Base Rate plus 1.50%, which can expose interest expense to rate movements. Standard covenants can restrict new debt, dividends, capital expenditures, and major asset deals, while cross-default and change-of-control clauses mean other credit issues could accelerate repayment obligations.

The ability to prepay without penalty gives Sonic flexibility to replace this bridge with longer-term capital once a refinancing of the PNC Mortgage Facility or other funding solution is arranged. Subsequent company disclosures will clarify how and when the bridge exposure is reduced.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Bridge facility size $150 million Senior unsecured term loan under Bridge Facility Credit Agreement
Amount drawn $150 million Full amount borrowed on closing date
Maximum maturity 364 days Loan matures 364 days after closing or upon PNC Mortgage Facility refinancing, whichever earlier
SOFR-based margin 2.50% per annum Interest at Term SOFR plus 2.50% at company option
Base Rate margin 1.50% per annum Interest at Base Rate plus 1.50% at company option
Bridge Facility Credit Agreement financial
"entered into a Bridge Facility Credit Agreement (the “Bridge Facility Credit Agreement”)"
senior unsecured term loan facility financial
"provides for a senior unsecured term loan facility in an aggregate principal amount"
Term SOFR financial
"bear interest at a rate equal to (i) Term SOFR (as defined in the Bridge Facility Credit Agreement) plus 2.50% per annum"
Term SOFR is a benchmark interest rate that reflects the cost of borrowing money over a specific period, based on actual transactions in the financial markets. It is used by lenders and borrowers to set the interest rates on loans and financial contracts, helping to ensure rates are fair and transparent. For investors, understanding term SOFR helps gauge borrowing costs and the overall direction of interest rates in the economy.
Base Rate financial
"or (ii) the Base Rate (as defined in the Bridge Facility Credit Agreement) plus 1.50% per annum"
The base rate is the primary interest rate set by a central authority or used as a benchmark for pricing loans, savings and other financial products. Think of it as the anchor in a floating system: when the base rate moves, borrowing costs, corporate financing and consumer spending tend to shift too, which can change company profits and investor returns across the market.
events of default financial
"The Bridge Facility Credit Agreement contains usual and customary events of default, including cross defaults"
Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.
cross defaults financial
"usual and customary events of default, including cross defaults to other material indebtedness"
Understanding 8-K Material Events →
0001043509FALSE00010435092026-04-022026-04-02

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): March 27, 2026
____________________________________
SONIC AUTOMOTIVE, INC.
(Exact name of registrant as specified in its charter)
 ____________________________________
Delaware
(State or other jurisdiction
of incorporation)
1-13395
56-2010790
(Commission
File Number)
(IRS Employer
Identification No.)
         4401 Colwick Road
Charlotte,
North Carolina
28211
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (704) 566-2400
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:
☐
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)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A Common Stock, par value $0.01 per share
SAH
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 1.01. Entry into a Material Definitive Agreement.

On March 27, 2026 (the “Closing Date”), Sonic Automotive, Inc. (the “Company”) entered into a Bridge Facility Credit Agreement (the “Bridge Facility Credit Agreement”) with PNC Bank, National Association (“PNC”), as administrative agent and lender. The Bridge Facility Credit Agreement provides for a senior unsecured term loan facility in an aggregate principal amount of $150 million (the “Bridge Facility”). Also on the Closing Date, the Company borrowed $150 million under the Bridge Facility Credit Agreement, the full amount available under the Bridge Facility. The loans under the Bridge Facility will mature on the earlier of (i) the date that is 364 days after the Closing Date and (ii) the occurrence of a refinancing of the PNC Mortgage Facility (as defined below).

The Bridge Facility Credit Agreement contains similar terms and conditions to that certain Credit Agreement, dated as of November 22, 2019, among the Company, the subsidiaries of the Company from time to time party thereto, the financial institutions party thereto, as lenders, and PNC, as administrative agent, (as amended, amended and restated or otherwise modified from time to time, the “PNC Mortgage Facility”). The PNC Mortgage Facility remains outstanding as of the date hereof.

Amounts outstanding under the Bridge Facility bear interest at a rate equal to (i) Term SOFR (as defined in the Bridge Facility Credit Agreement) plus 2.50% per annum, or (ii) the Base Rate (as defined in the Bridge Facility Credit Agreement) plus 1.50% per annum, at the Company’s option. The Company may from time to time prepay amounts borrowed under the Bridge Facility without premium or penalty.

The Bridge Facility Credit Agreement contains usual and customary representations and warranties, and usual and customary affirmative and negative covenants, including covenants which could restrict or prohibit indebtedness, payment of dividends and other restricted payments, capital expenditures and material dispositions and acquisitions of assets. The Bridge Facility Credit Agreement contains usual and customary events of default, including cross defaults to other material indebtedness, change of control events and events of default customary for syndicated commercial credit facilities. Upon the occurrence of an event of default under the Bridge Facility Credit Agreement, the Company could be required to immediately repay all outstanding amounts under the Bridge Facility.

PNC is also a party to other existing lending arrangements with the Company and its subsidiaries, including the PNC Mortgage Facility described above. The Company and its affiliates may from time to time have commercial banking, investment banking, mortgage financing, retail lending and other lending relationships with PNC and/or its affiliates.

The foregoing summary of the Bridge Facility Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of such agreement, a copy of which is filed as an exhibit to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.

Item 2.03.    Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 is incorporated by reference into this Item 2.03.
Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits.

  Exhibit  
No.
Description
10.1
Bridge Facility Credit Agreement, dated as of March 27, 2026, among Sonic Automotive, Inc.; each lender party thereto; and PNC Bank, National Association, as administrative agent and a lender.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SONIC AUTOMOTIVE, INC.
April 2, 2026
By:
/s/ STEPHEN K. COSS
Stephen K. Coss
Senior Vice President and General Counsel

Source: View Original Filing on SEC EDGAR

FAQ

What new financing did Sonic Automotive (SAH) arrange with PNC Bank?

Sonic Automotive entered a Bridge Facility Credit Agreement with PNC Bank for a senior unsecured term loan of $150 million. The company borrowed the entire amount at closing, adding short-term funding alongside its existing PNC Mortgage Facility with PNC.

When does Sonic Automotive’s new $150 million bridge loan mature?

The bridge loan matures on the earlier of 364 days after the closing date or when the PNC Mortgage Facility is refinanced. This short duration underscores that the facility is intended as temporary financing rather than long-term permanent capital.

What interest rate does Sonic Automotive pay on the bridge facility?

Borrowings under the bridge facility bear interest at either Term SOFR plus 2.50% per annum or the Base Rate plus 1.50% per annum, at Sonic Automotive’s option. This floating-rate structure links interest costs directly to prevailing market benchmark rates.

Can Sonic Automotive prepay the $150 million bridge loan early?

Yes. Sonic Automotive may prepay amounts outstanding under the bridge facility at any time without premium or penalty. This flexibility lets the company reduce or eliminate the bridge debt once alternative financing or internal cash becomes available.

What covenants are included in Sonic Automotive’s bridge credit agreement?

The bridge agreement includes customary affirmative and negative covenants, which can restrict or prohibit additional indebtedness, dividend payments and other restricted payments, capital expenditures, and material asset dispositions or acquisitions. These terms are typical for similar syndicated commercial credit facilities.

What events could trigger default on Sonic Automotive’s bridge facility?

Events of default include cross-defaults to other material indebtedness, change of control events, and other customary defaults for syndicated commercial credit facilities. If an event of default occurs, Sonic Automotive could be required to immediately repay all outstanding amounts under the bridge loan.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

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