Lithia Announces Upsizing and Pricing of Senior Notes Offering

MEDFORD, Ore. – Lithia Motors, Inc. (NYSE: LAD) today (Release: 9/30/2020 10:44:00 PM) announced the pricing of its public offering (the “Offering”) of 3,181,819 shares of its Class A common stock (the “common stock”) at a price to the public of $220.00 per share. In addition, the underwriters have been granted a 30-day option to purchase up to an additional 477,272 shares of common stock at the same public offering price, less underwriting discounts and commissions. The offering is expected to close on October 5, 2020, subject to the satisfaction of customary closing conditions.

In addition, today Lithia concurrently announced the pricing of its private offering of $550 million aggregate principal amount of its 4.375% senior notes due 2031 (the “Notes”), which represents an increase of $50 million from the offering size previously announced. This press release is neither an offer to sell nor a solicitation of an offer to buy the Notes.

Goldman Sachs & Co. LLC and J.P. Morgan are acting as joint lead book-running managers for the Offering. BofA Securities, Citigroup and Morgan Stanley are acting as joint book-running managers, and BTIG, Wells Fargo Securities, TD Securities, Truist Securities and Capital One Securities are acting as co-managers in the Offering.

A shelf registration statement relating to our common stock has been filed with the Securities and Exchange Commission (the “SEC”) and became automatically effective upon filing. The Offering is being made only by means of a prospectus supplement and an accompanying prospectus. A preliminary prospectus supplement relating to and describing the terms of the Offering was filed with the SEC on September 29, 2020 and is available on the SEC’s website at www.sec.gov. Copies of these documents and the final prospectus supplement, when available, may be obtained from: Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, Attention: Prospectus Department, by telephone at (866) 471-2526, or by email at prospectus-ny@ny.email.gs.com; or J.P. Morgan Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: 1-866-803-9204, or by email at prospectus-eq_fi@jpmchase.com.

This press release is neither an offer to sell nor a solicitation of an offer to buy shares of our common stock or any other securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, shares of our common stock or any other securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

About Lithia

Lithia Motors, Inc. is a growth company powered by people and innovation with a 5-year plan to profitably consolidate the largest retail sector in our country. They are a leading provider of personal transportation solutions in the United States and are among the fastest-growing companies in the Fortune 500 (#6 on 10-Year EPS Growth, #4 10-Year TSR in 2020). By providing a wide array of products throughout the entire lifecycle of the consumer’s vehicle ownership experience, they build magnetic brand loyalty. Operational excellence is achieved by focusing the business on convenient and transparent consumer experiences supported by proprietary data science to increase market share, consumer loyalty and team performance. Lithia’s omni-channel strategy will continue to pragmatically disrupt the industry by leveraging experienced teams, vast owned inventories, technology, and physical network. By purchasing strong businesses, they further strengthen this network, leveraging their national digital home channel Driveway and building upon their massive regenerating capital engine. Together, these endeavors create a unique and compelling high-growth strategy that provides transportation solutions wherever, whenever and however consumers desire.