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CARS Announces Pricing of Senior Notes Offering

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Cars.com Inc. (NYSE: CARS) announced the pricing of its offering of $400 million in senior unsecured notes with a fixed interest rate of 6.375%, maturing on November 1, 2028. The offering is set to close on October 30, 2020, subject to customary conditions. The proceeds will be utilized to repay borrowings under its existing credit facility. These notes will not be registered under the Securities Act and are offered only to qualified institutional buyers. This financial move aims to enhance liquidity and strengthen the company's balance sheet.

Positive
  • Successfully pricing of $400 million in senior unsecured notes.
  • Fixed interest rate of 6.375% provides predictable financing costs.
  • Proceeds will be used to repay existing borrowings, potentially improving financial stability.
Negative
  • Notes are not registered under the Securities Act, limiting access to a broader range of investors.
  • The company is increasing its debt, which could impact future financial flexibility.

CHICAGO, Oct. 28, 2020 /PRNewswire/ -- Cars.com Inc. (NYSE: CARS) ("CARS" or the "Company"), a leading digital marketplace and solutions provider for the automotive industry, announced today that it has successfully priced its offering of $400 million aggregate principal amount of 6.375% senior unsecured notes due 2028 (the "Notes"). The Notes will bear interest at a fixed rate of 6.375% per year, payable semi-annually, and will mature on November 1, 2028. The offering is expected to close on October 30, 2020, subject to customary closing conditions. CARS intends to use the net proceeds of the offering, together with cash on hand, to repay certain borrowings under its existing credit facility.

The Notes and the related guarantees have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), any state securities laws or the securities laws of any other jurisdiction. The Notes and related guarantees may not be offered or sold in the United States or to, or for the benefit of, U.S. persons absent registration or pursuant to an exemption from, or in a transaction not subject to, registration. The Notes and related guarantees were offered and will be sold only to persons reasonably believed to be "qualified institutional buyers" in accordance with Rule 144A under the Securities Act and to certain non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act.

This press release 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.

About CARS

CARS is a leading digital marketplace and solutions provider for the automotive industry that connects car shoppers with sellers. Launched in 1998 with the flagship marketplace Cars.com and headquartered in Chicago, the Company empowers shoppers with the data, resources and digital tools needed to make informed buying decisions and seamlessly connect with automotive retailers. In a rapidly changing market, CARS enables dealerships and OEMs with innovative technical solutions and data-driven intelligence to better reach and influence ready-to-buy shoppers, increase inventory turn and gain market share. 

In addition to Cars.com, CARS companies include Dealer Inspire, a technology provider building solutions that future-proof dealerships with more efficient operations and connected digital experiences, FUEL, which gives dealers and OEMs the opportunity to harness the untapped power of digital video by leveraging Cars.com's pure audience of in-market car shoppers, and DealerRater, a leading car dealer review and reputation management platform. 

The full suite of CARS properties include Cars.com™, Dealer Inspire®, DealerRater®, FUEL™, Auto.com™, PickupTrucks.com™ and NewCars.com®. For more information, visit www.Cars.com.

Forward Looking Statements

This press release contains "forward-looking statements" within the meaning of the federal securities laws. All statements other than statements of historical facts are forward-looking statements. Forward-looking statements include information concerning the proposed offering and the use of proceeds therefrom, the impact of the COVID-19 pandemic on our industry, our dealer customers and our results of operations, our business strategies, strategic alternatives, plans and objectives, market potential, outlook, trends, future financial performance, planned operational and product improvements, potential strategic transactions, liquidity, including draws from our revolving credit facility, expense management and other matters and involve known and unknown risks that are difficult to predict. As a result, our actual financial results, performance, achievements, strategic actions or prospects may differ materially from those expressed or implied by these forward-looking statements. These statements often include words such as "believe," "expect," "project," "anticipate," "outlook," "intend," "strategy," "plan," "estimate," "target," "seek," "will," "may," "would," "should," "could," "forecasts," "mission," "strive," "more," "goal" or similar expressions. Forward-looking statements are based on our current expectations, beliefs, strategies, estimates, projections and assumptions, based on our experience in the industry as well as our perceptions of historical trends, current conditions, expected future developments, current developments regarding the COVID-19 pandemic and other factors we think are appropriate. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by CARS and its management based on their knowledge and understanding of the business and industry, are inherently uncertain. These statements are expressed in good faith and we believe these judgments are reasonable. However, you should understand that these statements are not guarantees of strategic action, performance or results. Our actual results and strategic actions could differ materially from those expressed in the forward-looking statements. Given these uncertainties, forward-looking statements should not be relied on in making investment decisions.

Forward-looking statements are subject to a number of risks, uncertainties and other important factors, many of which are beyond our control, that could cause our actual results and strategic actions to differ materially from those expressed in the forward-looking statements contained in this press release. For a detailed discussion of many of these and other risks and uncertainties, see our Annual Report on Form 10-K for the year ended December 31, 2019, our subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and our other filings with the Securities and Exchange Commission, available on our website at investor.cars.com or via EDGAR at www.sec.gov. All forward-looking statements contained in this press release are qualified by these cautionary statements. You should evaluate all forward-looking statements made in this press release in the context of these risks and uncertainties. The forward-looking statements contained in this press release are based only on information currently available to us and speak only as of the date of this press release. We undertake no obligation, other than as may be required by law, to update or revise any forward-looking or cautionary statements to reflect changes in assumptions, the occurrence of events, unanticipated or otherwise, or changes in future operating results over time or otherwise.

The forward-looking statements in this report are intended to be subject to the safe harbor protection provided by the federal securities laws.

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SOURCE Cars.com Inc.

FAQ

What are the terms of Cars.com's recent senior notes offering?

Cars.com is offering $400 million in senior unsecured notes with a fixed interest rate of 6.375%, maturing on November 1, 2028.

When is the closing date for Cars.com's notes offering?

The closing date for the offering is set for October 30, 2020, subject to customary closing conditions.

How will Cars.com use the proceeds from the notes offering?

The proceeds will be used to repay certain borrowings under its existing credit facility.

Are the notes from Cars.com's offering registered?

No, the notes and related guarantees are not registered under the Securities Act and are offered primarily to qualified institutional buyers.

What is the maturity date of Cars.com's senior unsecured notes?

The senior unsecured notes will mature on November 1, 2028.

Cars.com Inc.

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