Form SCHEDULE 13G/A ASBURY AUTOMOTIVE GROUP Filed by: ABRAMS CAPITAL MANAGEMENT, L.P.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 7)*
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Asbury Automotive Group, Inc. (Name of Issuer) |
Common Stock, par Value $0.01 per share (Title of Class of Securities) |
(CUSIP Number) |
06/30/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Abrams Capital Partners II, L.P. | ||||||||
| 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
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,716,441.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Abrams Capital, LLC | ||||||||
| 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
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,072,096.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
11.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Abrams Capital Management, LLC | ||||||||
| 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
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,155,492.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
11.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Abrams Capital Management, L.P. | ||||||||
| 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
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,155,492.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
11.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
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
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,162,992.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
11.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Asbury Automotive Group, Inc. | |
| (b) | Address of issuer's principal executive offices:
6655 Peachtree Dunwoody Road, Atlanta, Georgia 30328 | |
| Item 2. | ||
| (a) | Name of person filing:
Abrams Capital Partners II, L.P.
Abrams Capital, LLC
Abrams Capital Management, LLC
Abrams Capital Management, L.P.
David Abrams | |
| (b) | Address or principal business office or, if none, residence:
222 Berkeley Street, 21st Floor Boston, MA 02116 | |
| (c) | Citizenship:
Abrams Capital Partners II, L.P. - Delaware, Abrams Capital, LLC - Delaware, 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 No.:
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| 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 (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | 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) | 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). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Abrams Capital Partners II, L.P. - 1,716,441 shares
Abrams Capital, LLC - 2,072,096 shares
Abrams Capital Management, LLC - 2,155,492 shares
Abrams Capital Management, L.P. - 2,155,492 shares
David Abrams - 2,162,992 shares | |
| (b) | Percent of class:
Abrams Capital Partners II, L.P. - 9.2%
Abrams Capital, LLC - 11.1%
Abrams Capital Management, LLC - 11.6%
Abrams Capital Management, L.P. - 11.6%
David Abrams - 11.6% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Abrams Capital Partners II, L.P. - 0 shares
Abrams Capital, LLC - 0 shares
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 Partners II, L.P. - 1,716,441 shares
Abrams Capital, LLC - 2,072,096 shares
Abrams Capital Management, LLC - 2,155,492 shares
Abrams Capital Management, L.P. - 2,155,492 shares
David Abrams - 2,162,992 shares | ||
| (iii) Sole power to dispose or to direct the disposition of:
Abrams Capital Partners II, L.P. - 0 shares
Abrams Capital, LLC - 0 shares
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 Partners II, L.P. - 1,716,441 shares
Abrams Capital, LLC - 2,072,096 shares
Abrams Capital Management, LLC - 2,155,492 shares
Abrams Capital Management, L.P. - 2,155,492 shares
David Abrams - 2,162,992 shares | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature:
Shares reported herein for Abrams Capital Partners II, L.P. represent shares beneficially owned by Abrams Capital Partners II, L.P. Shares reported herein for Abrams Capital, LLC represent shares beneficially owned by Abrams Capital Partners II, L.P. and other private investment funds for which Abrams Capital, LLC serves as general partner. Shares reported herein for Abrams Capital Management, L.P. and Abrams Capital Management, LLC represent the above-referenced shares beneficially owned by Abrams Capital Partners II, L.P. and shares beneficially owned by other private investment funds for which Abrams Capital Management, L.P. serves as investment manager. Abrams Capital Management, LLC is the general partner of Abrams Capital Management, L.P. Shares reported herein for Mr. Abrams represent the above referenced shares reported for Abrams Capital, LLC, Abrams Capital Management, LLC, and shares personally held by Mr. Abrams. Mr. Abrams is the managing member of Abrams Capital, LLC and Abrams Capital Management, LLC. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.