Dealmakers:Jonathan Awner, Brenda Goerks, Rebecca Schwarzberg and Ken Wiggins
The Deal: The Akerman Senterfitt team represented AutoNation, the largest vehicle retailer in the United States, in its $204 million acquisition of six automobile dealerships in Texas. The purchase price was disclosed in a Securities and Exchange Commission filing Friday.
Details: The deal covered Dallas-area Audi, Porsche and three Volkswagen dealerships with annual sales of about $375 million from Boardwalk Auto Group, and the purchase of Spring Chrysler Jeep Dodge Ram in the Houston area with annual sales of about $200 million from Alfred Flores and Bruce Glascock.
"A half-billion [in revenues] is a lot. A typical car dealer might have $30 to $40 million in annual sales," said Awner, an Akerman shareholder and the lead lawyer for the transactions.
His team worked with local counsel on the purchase of the Houston dealerships.
"This is the biggest industry acquisition deal in the U.S. in a decade," AutoNation CEO Mike Jackson tweeted Dec. 4 when the transactions were announced.
Awner said the parties did not have a letter of intent until November, and both sellers were "extremely eager" to close by the end of the year.
The deal required not only agreement by the sellers and AutoNation but also approval from car manufacturers, licensing from the Texas Department of Motor Vehicles and Hart-Scott-Rodino antitrust filings, all in a space of four weeks.
"These are not tremendously hard, but basically we had to get everything done between Thanksgiving and Christmas," Awner said.
He said his team completed the deal "old-style," which meant lots of face-to-face contact and definitely no Skype.
"Think about buying a car. You’re never going to do that over the phone," Awner said.
Early on Awner spent a week in Texas, followed by three days straight before the Dec. 21 closing.
"If we had not been there and shown up in person, I don’t think we could have gotten it done," he said.
Goerks handled the real estate considerations. Some of the car lots were bought outright; others are being leased, Awner said.
The transaction included $142 million paid at closing and $62.1 million in liabilities related to capital leases and deferred purchase price commitments.
AutoNation made no acquisitions in 2012 until the Texas deal. In 2011 it spent $64.2 million on purchases, the company said in SEC filings.
Boardwalk Audi was in the top 20 in Audi sales in the U.S., while Boardwalk Porsche is one of the top 10 Porsche dealerships. The Spring store in Houston is No. 1 in Texas and No. 4 in the nation for Chrysler Jeep Dodge Ram new vehicle sales, AutoNation said.
The acquisitions bring to 19 the number of AutoNation outlets in the Dallas market and 17 in and around Houston.
The end of the year showed an uptick in mergers and acquisitions within the auto industry amid uncertainty about potential 2013 tax changes. In October and November, Penske Automotive Group Inc. bought dealerships in Wisconsin and California it said will contribute revenue of $255 million.
In the first three quarters of 2012, AutoNation reported $11.4 billion in revenue, up 13 percent from 2011, from 261 franchises spanning 32 brands in 15 states.
"We’re glad to help them expand their operations and opportunities for revenue in a period when many are seeing a resurgence of the U.S. auto industry," Awner said.
"Typically they’re looking for stores within their markets and stores that complement their brands," Awner said.
Quote: "Considering the size of the acquisition, this was an important step for our client," Awner said.
Background:Awner has worked deals for AutoNation for 15 years and handled the bulk of its acquisitions. Schwarzberg and Wiggins are associates in the firm’s corporate practice group. Goerks became a shareholder in Akerman’s real estate practice area in December.