Asbury now coast to coast, gains in-house F&I products in Larry H. Miller deal

Asbury is also entering Arizona as one of six new states for its expansion. The original version of this story listed only five states.

When Asbury Automotive Group Inc.'s pending acquisition of Larry H. Miller Dealerships is complete, Asbury CEO David Hult will have gone from leading the industry's smallest publicly traded dealership group to one of the largest.

The $3.2 billion megadeal for Larry H. Miller's 61 stores announced Wednesday positions Asbury to spread its dealership network coast to coast, add thousands of new customers for its Clicklane digital retailing platform and operate its own finance-and-insurance company.

"We believe that this acquisition is truly transformative for Asbury," Hult said in a statement.

In addition to the $5.7 billion in expected annual revenue from Larry H. Miller, Asbury also announced Wednesday that it has stores representing another $900 million in annual revenue under contract. It's the second supersized deal since Hult was promoted to the CEO post in 2018, following Asbury's $735 purchase of eight Park Place luxury dealerships in Texas last year.

It joins a slew of megadeals struck in 2021 across the industry. Those include Lithia Motors Inc.'s April purchase of Michigan's Suburban Collection and announcements made this month by Group 1 Automotive Inc. to acquire 30 dealerships from Prime Automotive Group by late November and by Sonic Automotive Inc. to acquire RFJ Auto Partners Holdings Inc. in December.

George Karolis, president of the Presidio Group, a Denver- and Atlanta-based investment banking and advisory firm, described Asbury's move as a game changer for the company.

"They're not that far out West" now, said Karolis, who once led mergers and acquisitions for Asbury before joining Presidio in 2019. "They were in California years ago, and Oregon, and sold those dealerships to be more of a super-regional group at the time. Now, obviously, this gives them more of a national footprint and more geography to continue to spread their wings from."

The pending acquisitions announced this week mean Asbury is on track to meet its goal to acquire dealerships that add $5 billion in annual revenue to the retailer in the first year of its five-year plan, Hult said. That acquisition target was part of an overarching plan to expand total company revenue to $20 billion as of 2025. Asbury posted revenue of $7.13 billion in 2020.

Asbury, of Duluth, Ga., ranked No. 6 on Automotive News' most recent list of the top 150 dealership groups based in the U.S., with retail sales of 95,165 vehicles. Larry H. Miller Dealerships ranked eighth on that list, with retail sales of 61,097 vehicles in 2020.

On a total company revenue basis, Asbury projected Wednesday that the Larry H. Miller deal and the deals for other stores under contract would move it ahead of all rivals other than AutoNation Inc., Lithia and Penske Automotive Group Inc. Hult said the calculations Asbury made to arrive at that projection took into account the revenue competitors such as Lithia, Group 1 and Sonic are set to gain from their own major acquisition deals this year.

The Miller acquisition will add sales of 115,000 new and used vehicles a year to Asbury and expand its footprint to 152 dealerships, including seven Larry H. Miller used-vehicle-only stores. It will add six new states — Arizona, California, Washington, Idaho, Utah and New Mexico — to Asbury's portfolio and expand the public group's presence in Colorado. The deal also includes 11 Larry H. Miller collision centers.

Larry H. Miller's 54 franchised stores are in many markets Asbury had sought to enter and carry the mainstream brands Asbury aimed to have in those areas, Hult said.

"We've really laid out exactly where we want to be, the states we want to be in, with the brand mix we want to be in," Hult said.

Asked whether the sale would cause challenges with any automakers or trigger store divestments, Hult said one brand might pose an issue, but he didn't name that brand. Hult otherwise characterized completion of the deal as a matter of obtaining automaker approval through conversations alone.

Despite the used-only stores being acquired, Hult told analysts Wednesday that Asbury opposed the idea of creating its own used-vehicle chain, preferring instead to generate used-vehicle revenue primarily through its franchised stores.

"We'll stay hard and true to that model," he said.

Still, Asbury "absolutely" wanted to keep the seven Miller used-only stores, Hult said. "It's part of their DNA," he said.

When Asbury buys another group, it's because of the target's already successful business model, according to Hult.

"We're not going to start to move the furniture around," he said.

That extends to Larry H. Miller's 5,300-employee workforce, Hult said. As with its Park Place deal, "we take on everybody," he said.

Hult intends for that to include Larry H. Miller Dealerships President Dean Fitzpatrick and the rest of the auto platform's management team.

"We clearly want them," Hult said. "This is an extremely well-run group"

Representatives for Larry H. Miller Dealerships declined requests for immediate interviews with Miller family members or company executives.

Asbury said it expects the transaction to deliver accretive earnings per share by 2022 and earnings before interest, taxes, depreciation and amortization of $360 million.

"Day-one cost savings" are also expected, Hult said. That includes savings gained from the departure of the Miller family and the elimination of costs associated with the layer of umbrella management positioned above the level of the dealership group and F&I provider subsidiaries.

That F&I provider, Total Care Auto, allowed Larry H. Miller — and soon Asbury — to sell its own F&I products. Hult described it as a lucrative business, one that delivers profits on the original sale of F&I products — and then generates a second round of profits for the group's dealerships when customers make repair or service claims.

"That money all stays in-house, or a good majority of it" Hult said.

He said 90 percent of Total Care Auto's claims wind up being made at Larry H. Miller locations.

Total Care Auto produces about $240 million in revenue, has about 2 million contracts open and delivers EBITDA margins of more than 20 percent, according to Asbury.

"It's really a great business model," Hult said. And the ability to scale Total Care Auto across the Asbury network "really puts a nice business model together for us and really stabilizes our organization."

Jack Walsworth contributed to this report.