Page 5 of 7 – SEC Filing
| CUSIP No. 043436104 | 13D | Page 5 of 7 |
| Item 1. | Security and Issuer. |
This statement on Schedule 13D relates to the common stock, par
value $0.01 per share (the Common Stock) of Asbury Automotive Group, Inc., a Delaware corporation (the Issuer). The principal executive offices of the Issuer are located at 2905 Premiere Parkway, NW,
Suite 300, Duluth, Georgia.
| Item 2. | Identity and Background. |
(a) This Schedule 13D is being filed on behalf of (i) Abrams Capital
Management, LLC (Abrams CM LLC), (ii) Abrams Capital Management, L.P. (Abrams CM LP) and (iii) David Abrams (together with each of the foregoing, the Reporting Persons).
(b) The business address of each of the Reporting Persons is c/o Abrams Capital Management, L.P., 222 Berkeley Street, 21st Floor, Boston, Massachusetts
02116.
(c) Abrams CM LP provides investment management services to the Abrams CM LP Accounts (as defined in Item 5 below). Abrams CM LLC serves as
general partner of Abrams CM LP. Mr. Abrams is the managing member of Abrams CM LLC.
(d) None of the Reporting Persons has, during the last
five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons has, during
the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or State securities laws or finding any violation with respect to such laws.
(f) See Item 6 of
the cover page of each Reporting Person.
| Item 3. | Source and Amount of Funds or Other Consideration. |
The 1,085,091 shares of Common Stock reported herein
as being beneficially owned by the Reporting Persons were purchased in open market transactions for an aggregate $59,959,208.37, using working capital of the Abrams CM LP Accounts.
| Item 4. | Purpose of Transaction. |
The Reporting Persons acquired their respective shares of
Common Stock for investment purposes only. The Reporting Persons previously reported their beneficial ownership of Common Stock in a statement on Schedule 13G filed on February 14, 2018. Neither the filing of this Schedule 13D nor anything
contained herein shall be deemed an admission that the Reporting Persons are (1) required to file this Schedule 13D pursuant to Rule 13d-1(e) or subject to the restrictions contained therein or
(2) no longer eligible to file a Schedule 13G with respect to the Issuer pursuant to Rule 13d-1(b) or otherwise.
The Reporting Persons are aware of the Form 8-K filing made by the Issuer on February 27, 2018
pursuant to which it was disclosed that Scott Thompson resigned from the Issuers board of directors (the Board) as a result of the Boards failure to include him on the recommended slate of directors for 2018. Due to
Mr. Thompsons resignation and the circumstance surrounding it, the Reporting Persons are concerned about the governance of the Issuer and intend to discuss such concerns with other shareholders, directors, and management of the Issuer as
well as other interested parties. Furthermore, the Reporting Persons may take certain other actions, including, without limitation, proposing the nomination of candidates for election to the Board, soliciting proxies, and/or proposing or taking one
or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.
The Reporting Persons expect to consider
and evaluate on an ongoing basis all of their alternatives with respect to their investment in, and intentions with respect to, the Issuer. The Reporting Persons have engaged and expect in the future to engage in discussions with management and
members of the Board or other representatives of the Issuer concerning the Reporting Persons investment in the Issuer, including with respect to management and board succession and planning as well as strategic alternatives or other
transactions involving the Issuer. The Reporting Persons may also engage in discussions with management and members of the Board or other representatives of the Issuer concerning the business and strategic direction of the Issuer and with respect to
opportunities to enhance shareholder value. The Reporting Persons may in the future engage in discussions with other shareholders of the Issuer to discuss matters of mutual interest, which may include discussions regarding the strategic
direction of the Issuer, management and board succession and planning as well as opportunities to enhance shareholder value.
