autonation, inc.d18rn0p25nwr6d.cloudfront.net/cik-0000350698/93cf780d-63c1-40c6-b1f6-e... ·...

Table of Contents

As Filed with the Securities and Exchange Commission on February 22, 2019Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM S-3REGISTRATION STATEMENT

UNDERTHE SECURITIES ACT OF 1933

AutoNation, Inc.(Exact name of registrant as specified in its charter)

SEE TABLE OF ADDITIONAL REGISTRANTS

Delaware 73-1105145(State or Other Jurisdiction ofIncorporation or Organization)

(IRS EmployerIdentification Number)

200 SW 1st AveFort Lauderdale, FL 33301

(954) 769-6000(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

C. Coleman EdmundsExecutive Vice President, General Counsel and Corporate Secretary

200 SW 1st AveFort Lauderdale, FL 33301

(954) 769-6000(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Actregistration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filingwith the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities oradditional class of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☒ Accelerated filer ☐

Smaller reporting company ☐

Non-accelerated filer ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE

Title of Each Class ofSecurities to be Registered

Amountto be

Registered (1)

ProposedMaximum

Offering PricePer Unit (1)

ProposedMaximumAggregate

Offering Price(1) Amount of

Registration Fee(2)Common Stock, $0.01 par value Preferred Stock, $0.01 par value Debt Securities Warrants Subscription Rights Depositary Shares Stock Purchase Contracts Units(3) Guarantees of Debt Securities(4)

(1) Omitted pursuant to Form S-3 General Instruction II.E. An indeterminate aggregate initial offering price, principal amount or number of the securitiesof each identified class is being registered as may from time to time be issued at indeterminate prices or upon conversion, exchange or exercise ofsecurities registered hereunder to the extent any such securities are, by their terms, convertible into, or exchangeable or exercisable for, suchsecurities. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities.

(2) In accordance with Rule 456(b) and Rule 457 (r) under the Securities Act, the Registrant is deferring payment of the registration fee.(3) Any securities registered hereunder may be sold separately or as units with other securities registered hereunder.(4) Guarantees of the debt securities may be issued by subsidiaries of AutoNation, Inc. that are listed on the following pages under the caption “Table of

Additional Registrants.” Pursuant to Rule 457(n) under the Securities Act, no separate registration fee is payable in respect of the registration of theguarantees.

Table of Contents

TABLE OF ADDITIONAL REGISTRANTS

Exact name of additionalregistrant as

specified in its charter

State or OtherJurisdiction ofIncorporation orOrganization

IRSEmployer

IdentificationNumber




IRSEmployer


7 ROD REAL ESTATE NORTH, A LimitedLiability Company

Wyoming

84-1167321

AN Collision Center of Las Vegas, Inc.

Nevada

88-0168433

7 ROD REAL ESTATE SOUTH, A LimitedLiability Company

Wyoming

84-1167320

AN COLLISION CENTER OFNORTH HOUSTON, INC.

Delaware

26-3118395

Abraham Chevrolet-Miami, Inc.

Delaware

65-0802822

AN COLLISION CENTER OFSARASOTA, INC.

Florida

65-0721017

Abraham Chevrolet-Tampa, Inc. Delaware 65-0802820 AN Collision Center of Tempe, Inc. Delaware 86-0928952

ACER Fiduciary, Inc.

Delaware

65-0945065

AN CORPORATE MANAGEMENTPAYROLL CORP.

Delaware

26-3725783

AL F-L Motors, LLC Delaware 45-4504161 AN Corpus Christi GP, LLC Delaware 32-0031563

AL Fort Payne Motors, LLC

Delaware

46-4582474

AN Corpus Christi Imports Adv. GP,LLC

Delaware

90-0080282

Albert Berry Motors, Inc. Texas 74-1487498 AN Corpus Christi Imports Adv., LP Texas 90-0080295

Allen Samuels Chevrolet of Corpus Christi,Inc.

Texas

74-2652504

AN Corpus Christi Imports GP, LLC

Delaware

27-0041420

Allen Samuels Chevrolet of Waco, Inc. Texas 74-1776820 AN Corpus Christi Imports II GP, LLC Delaware 27-0041425

Allison Bavarian California 94-2707588 AN Corpus Christi Imports II, LP Texas 32-0031566

ALLISON BAVARIAN HOLDING, LLC Delaware 20-5224408 AN Corpus Christi Imports, LP Texas 32-0031567

ALL-STATE RENT A CAR, INC.

Nevada

88-0143152

AN CORPUS CHRISTI MOTORS,INC.

Delaware

20-5547917

American Way Motors, Inc. Tennessee 62-1333714 AN Corpus Christi T. Imports GP, LLC Delaware 27-0041422

AN AutoParts, Inc. Delaware 46-4553033 AN Corpus Christi T. Imports, LP Texas 13-4214051

AN CADILLAC OF WPB, LLC Delaware 35-2234609 AN County Line Ford, Inc. Texas 75-1687008

AN Central Region Management, LLC Delaware 01-0756957 AN Dealership Holding Corp. Florida 65-0608572

AN Chevrolet—Arrowhead, Inc. Delaware 91-1933520 AN F. Imports of Atlanta, LLC Delaware 57-1174466

AN CJ VALENCIA, INC.

Delaware

20-2859034

AN F. Imports of Hawthorne Holding,LLC

Delaware

65-0944669

AN Collision Center FTL South, Inc. Delaware 46-4538029 AN F. Imports of Hawthorne, LLC Delaware 65-1040982

AN COLLISION CENTER OF ADDISON,INC.

Delaware

75-1053127

AN F. Imports of North Denver, LLC

Delaware

52-2124965

AN F. Imports of North Phoenix, Inc. Delaware 86-0928953 AN Luxury Imports of Sanford, LLC Delaware 65-0952134

AN F. Imports of Roseville Holding, LLC Delaware 20-5226908 AN Luxury Imports of Sarasota, Inc. Delaware 20-0551681

AN F. Imports of Roseville, Inc.

Delaware

76-0489587

AN LUXURY IMPORTS OFSPOKANE, INC.

Delaware

27-1210937

AN Fort Myers Imports, LLC Delaware 65-0944636 AN Luxury Imports of Tucson, Inc. Delaware 26-1182858

AN Fremont Luxury Imports, Inc. Delaware 86-0928954 AN Luxury Imports, Ltd. Texas 90-0121575

Table of Contents

TABLE OF ADDITIONAL REGISTRANTS (CONTINUED)




IRSEmployer





IRSEmployer


AN H. Imports of Atlanta, LLC Delaware 35-2229690 AN Motors of Brooksville, Inc. Florida 59-2690846

AN IMPORTS OF FT. LAUDERDALE,INC.

Delaware

20-5147883

AN MOTORS OF DALLAS, INC.

Delaware

26-1769977

AN Imports of Seattle, Inc.

Delaware

65-0978211

AN MOTORS OF DELRAY BEACH,INC.

Delaware

20-1405067

AN IMPORTS OF SPOKANE, INC. Delaware 26-4461138 AN Motors of Ft. Lauderdale, Inc. Florida 65-0721018

AN Imports of Stevens Creek Holding, LLC. Delaware 20-5226306 AN Motors of Memphis, Inc. Tennessee 62-1038471

AN Imports of Stevens Creek Inc. Delaware 52-2119516 AN MOTORS OF PEMBROKE, LLC Delaware 65-0944183

AN Imports on Weston Road, Inc.

Florida

59-1968718

AN MOTORS OF SCOTTSDALE,LLC

Delaware

52-2102864

AN LUXURY IMPORTS GP, LLC

Delaware

90-0121570

AN MOTORS ON FEDERALHIGHWAY, LLC

Delaware

65-0944179

AN LUXURY IMPORTS HOLDING, LLC Delaware 20-5682480 AN Motors on South Padre, LP Texas 32-0031564

AN Luxury Imports of Coconut Creek, Inc. Delaware 86-0928950 AN North Phoenix Collision, Inc. Delaware 34-1555317

AN Luxury Imports of Marietta, LLC

Delaware

65-0964278

AN Pontiac GMC Houston North GP,LLC

Delaware

16-1641915

AN LUXURY IMPORTS OF PALMBEACH, INC.

Delaware

20-8671889

AN Pontiac GMC Houston North, LP

Texas

13-4214055

AN LUXURY IMPORTS OF PEMBROKEPINES, INC.

Delaware

22-3869449

AN San Jose Luxury Imports Holdings,LLC

Delaware

20-5225929

AN Luxury Imports of Phoenix, Inc. Delaware 26-4461301 AN San Jose Luxury Imports, Inc. California 94-2633163

AN LUXURY IMPORTS OF SAN DIEGO,INC.

Delaware

20-5682367

AN Seattle Motors, Inc.

Delaware

91-1197824

AN SUBARU MOTORS, INC. Delaware 20-5685964 Auto Company 2016-16, Inc. Delaware 81-1424011

AN T. Imports of Atlanta, LLC Delaware 47-0922628 Auto Company 2016-17, Inc. Delaware 81-1456473

AN Texas Region Management, Ltd. Texas 02-0654987 Auto Company 2016-18, Inc. Delaware 81-1456551

AN Tucson Imports, LLC Delaware 52-2102866 Auto Company 2016-19, Inc. Delaware 81-1456608

AN Valencia Auto Imports, Inc. Delaware 35-2437399 Mesa Collision, Inc. Delaware 81-1349321

AN Western Region Management, LLC Delaware 01-0756952 Auto Company 2016-20, Inc. Delaware 81-1456666

AN/CF Acquisition Corp. Delaware 65-0927849 Tier2 Corporation Delaware 81-1349481

Henderson Collision, Inc. Delaware 36-3087611 JLR Luxury Imports of Fremont, Inc. Delaware 81-1349630

AN/KPBG Motors, Inc. Washington 91-1739519 TX-CC Galleria, Inc. Delaware 81-1367856

AN/MF Acquisition Corp. Delaware 65-0961375 TX-CC Spring, Inc. Delaware 81-1367949

AN/MNI Acquisition Corp. Delaware 65-1024377 TX-CC Dallas, Inc. Delaware 81-1368063

AN/PF Acquisition Corp. Delaware 65-0927848 GA-CC Columbus, Inc. Delaware 81-1368158

Table of Contents





IRSEmployer





IRSEmployer


ANUSA Holding, LLC Delaware 46-4813183 CA-CC Fremont, Inc. Delaware 81-1387803

Appleway Chevrolet, Inc. Washington 91-0538143 AUTO COMPANY 2017-01, INC. Delaware 82-2235018

ASE Motors Holding Corp. Texas 75-2271986 AUTO COMPANY 2017-02, INC. Delaware 82-2235320

AUTO CAR HOLDING, LLC Delaware 20-5225856 AUTO COMPANY 2017-03, INC. Delaware 82-2235433

Auto Car, Inc. California 68-0129623 AUTO COMPANY 2017-04, INC. Delaware 82-2253649

Chandler Collision, Inc. Delaware 81-1349193 AUTO COMPANY 2017-05, INC. Delaware 82-2253812

Tucson Collision, Inc. Delaware 81-1387945 AUTO COMPANY 2017-06, INC. Delaware 82-2253886

Irvine Body Shop, Inc. Delaware 81-1388043 AUTO COMPANY 2017-07, INC. Delaware 82-2309635

Imports on PCH, Inc. Delaware 81-1388255 AUTO COMPANY 2017-08, INC. Delaware 82-2309733

Auto Company 2016-13, Inc. Delaware 81-1423815 AUTO COMPANY 2017-09, INC. Delaware 82-2309788

AutoNation Suite 101, Inc. Delaware 81-1423892 AUTO COMPANY 2017-10, INC. Delaware 82-2309903

Auto Company 2016-15, Inc. Delaware 81-1423956 Auto Company IX, Inc. Delaware 45-4497193

Auto Company VI, Inc. Delaware 45-4496998 Gilbert ANUSA, LLC Delaware 81-1368257

Auto Company VII, Inc. Delaware 45-4497100 Auto Dealership 2016-4, LLC Delaware 81-1368355

Auto Company VIII, Inc. Delaware 45-4497147 Auto Dealership 2016-5, LLC Delaware 81-1388406

Auto Company XI, Inc. Delaware 45-4497510 Auto Dealership 2016-6, LLC Delaware 81-1388478

Auto Company XII, Inc. Delaware 45-4497553 Auto Dealership 2016-7, LLC Delaware 81-1424093

Auto Company XIII, Inc. Delaware 45-4497721 Mobile Motors, LLC Delaware 81-1424163

Auto Company XIV, Inc. Delaware 45-4497604 Auto Dealership 2016-9, LLC Delaware 81-1456370

Auto Company XIX, Inc. Delaware 46-4541407 AUTO DEALERSHIP 2017-01, LLC Delaware 82-2166964

Auto TechLabs, Inc. Delaware 46-4564833 ACP Auto Parts, LLC Delaware 82-2167040

ACP Holding Corp. Delaware 46-4565019 AUTO DEALERSHIP 2017-03, LLC Delaware 82-2172386

Tempe Body Shop, Inc. Delaware 46-4565133 AUTO DEALERSHIP 2017-04, LLC Delaware 82-2172446

Gilbert Body Shop, Inc. Delaware 46-4565251 AUTO DEALERSHIP 2017-05, LLC Delaware 82-2193903

Auto Company XVII, Inc. Delaware 46-4541217 AUTO DEALERSHIP 2017-06, LLC Delaware 82-2194015

Auto Company XXI, Inc. Delaware 46-4541577 AUTO DEALERSHIP 2017-07, LLC Delaware 82-2208234

Auto Company XXII, Inc. Delaware 46-4541640 AUTO DEALERSHIP 2017-08, LLC Delaware 82-2208332

Auto Company XXIII, Inc. Delaware 46-4541717 AUTO DEALERSHIP 2017-09, LLC Delaware 82-2234761

Auto Company XXV, Inc. Delaware 46-4541976 AUTO DEALERSHIP 2017-10, LLC Delaware 82-2234819

Buena Park Luxury Imports, Inc. Delaware 46-4542058 AUTO DEALERSHIP 2017-11, LLC Delaware 82-2253295

Table of Contents





IRSEmployer





IRSEmployer


Auto Company XXVII, Inc. Delaware 46-4542110 AUTO DEALERSHIP 2017-12, LLC Delaware 82-2253416

Auto Company XXVIII, Inc. Delaware 46-4542327 AUTO DEALERSHIP 2017-13, LLC Delaware 82-2271051

Auto Dealership 2016-1, LLC Delaware 81-1348781 AUTO DEALERSHIP 2017-14, LLC Delaware 82-2271134



AUTO DEALERSHIP 2017-17, LLC Delaware 82-2298944 Auto Dealership XXIII, LLC Delaware 46-4657168

AUTO DEALERSHIP 2017-18, LLC Delaware 82-2300370 AUTO HOLDING, LLC Delaware 52-2107831

AUTO DEALERSHIP 2017-19, LLC Delaware 82-2300487 AUTO MISSION HOLDING, LLC Delaware 20-5226182

AUTO DEALERSHIP 2017-20, LLC Delaware 82-2310000 Auto Mission Ltd. California 94-3141091

AUTO DEALERSHIP 2017-21, LLC Delaware 82-2310058 Auto Motors of Englewood, LLC Delaware 46-4598610

AUTO DEALERSHIP 2017-22, LLC Delaware 82-2310125 Auto West, Inc. California 94-2946518

AUTO DEALERSHIP 2017-23, LLC Delaware 82-2319272 Autohaus Holdings, Inc. Delaware 80-0052569

AUTO DEALERSHIP 2017-24, LLC Delaware 82-2319437 AutoNation Benefits Company, Inc. Florida 34-1135160

AUTO DEALERSHIP 2017-25, LLC

Delaware

82-2319485

AutoNation Corporate Management,LLC

Delaware

22-3850167

AUTO DEALERSHIP 2017-26, LLC Delaware 82-2335188 AutoNation Enterprises Incorporated Florida 65-0608578


Delaware

82-2335228

AUTONATION FINANCIALSERVICES, LLC

Delaware

65-0725080

AUTO DEALERSHIP 2017-28, LLC Delaware 82-2335269 AutoNation Fort Worth Motors, Ltd. Texas 65-1152832

AUTO DEALERSHIP 2017-29, LLC Delaware 82-2350673 AutoNation GM GP, LLC Delaware 65-0944592

AUTO DEALERSHIP 2017-30, LLC Delaware 82-2350728 AutoNation Holding Corp. Delaware 65-0723604

Auto Dealership III, LLC Delaware 45-4503383 AutoNation Imports of Katy GP, LLC Delaware 56-2307537

Auto Dealership IV, LLC Delaware 45-4503422 AutoNation Imports of Katy, L.P. Texas 65-0957160

Auto Dealership IX, LLC

Delaware

45-4503953

AutoNation Imports of Lithia Springs,LLC

Delaware

65-1003051

Auto Dealership V, LLC Delaware 45-4503462 AutoNation Imports of Longwood, Inc. Delaware 65-1032195

Auto Dealership VI, LLC

Delaware

45-4503772

AutoNation Imports of Palm Beach,Inc.

Delaware

65-1102140

Auto Dealership VII, LLC

Delaware

45-4503837

AutoNation Imports of Winter Park,Inc.

Delaware

65-1032110

Auto Dealership VIII, LLC Delaware 45-4503899 AutoNation Motors Holding Corp. Delaware 65-1132563

Auto Dealership X, LLC

Delaware

45-4504002

AutoNation Motors of Lithia Springs,Inc.

Delaware

65-1002966

Table of Contents





IRSEmployer





IRSEmployer


AutoNation North Texas Management GP,LLC

Delaware

33-1037931

Bethesda Luxury Imports, LLC

Delaware

46-4611681

AutoNation Orlando Venture Holdings, Inc. Delaware 65-1137521 Bill Ayares Chevrolet, LLC Delaware 47-0922618

AutoNation Realty Corporation Delaware 65-0711536 BLEDSOE DODGE, LLC Delaware 65-0944613

AutoNation USA of Perrine, Inc. Delaware 65-0899807 Bob Townsend Ford, Inc. Delaware 31-0669965

AUTONATION V. IMPORTS OFDELRAY BEACH, LLC

Delaware

36-4558039

Body Shop Holding Corp.

Delaware

52-2124065

AutoNation.com, Inc.

Delaware

65-0945066

Brown & Brown Chevrolet -Superstition Springs, LLC

Arizona

86-0904747

Bankston Auto, Inc. Texas 75-1336358 Brown & Brown Chevrolet, Inc. Arizona 86-0128003

Bankston Chrysler Jeep of Frisco, L.P. Texas 65-1052692 Brown & Brown Nissan Mesa, L.L.C. Arizona 86-0795376

Bankston CJ GP, LLC Delaware 56-2307538 Brown & Brown Nissan, Inc. Arizona 86-0677220

BANKSTON FORD OF FRISCO, LTD.CO. Texas 75-2529822 BULL MOTORS, LLC Delaware 65-0944614

Bankston Nissan in Irving, Inc. Texas 75-1325663 C. Garrett, Inc. Colorado 84-1264053

Bankston Nissan Lewisville GP, LLC Delaware 73-1670796 CARLISLE MOTORS, LLC Delaware 65-0944616

Bankston Nissan Lewisville, Ltd. Texas 06-1699681 CARWELL HOLDING, LLC Delaware 20-5224795

Bargain Rent-A-Car California 95-3821161 CARWELL, LLC Delaware 65-0944617

Batfish, LLC Colorado 84-1261352 Centennial Automotive, LLC Delaware 65-0944626

BBCSS, Inc. Arizona 58-2434441 Centennial Collision, Inc. Delaware 46-4564206

Beach City Chevrolet Company, Inc.

California

95-1879646

CERRITOS BODY WORKSHOLDING, LLC

Delaware

20-5225440

BEACH CITY HOLDING, LLC Delaware 20-5226233 Cerritos Body Works, Inc. California 33-0374316

Beacon Motors, Inc.

Florida

65-0582254

CHAMPION CHEVROLETHOLDING, LLC

Delaware

20-5224897

Bell Motors, LLC Delaware 52-2102862 CHAMPION CHEVROLET, LLC Delaware 65-0944618

Bellevue Automotive, Inc. Delaware 94-3009590 Champion Ford, Inc. Texas 76-0171196

Bellevue Collision, Inc. Delaware 46-4552919 Charlie Hillard, Inc. Texas 75-0922515

BENGAL MOTOR COMPANY, LTD. Florida 59-2985277 Charlie Thomas Chevrolet GP, LLC Delaware 73-1670803

Bengal Motors, Inc. Florida 65-0165367 Charlie Thomas Chevrolet, Ltd. Texas 20-0058033

Charlie Thomas Chrysler-Plymouth, Inc. Texas 76-0010351 CT Intercontinental, Ltd. Texas 20-0057835

Charlie Thomas Courtesy Leasing, Inc. Texas 74-1850452 CT Motors, Inc. Texas 76-0387042

Charlie Thomas F. GP, LLC Delaware 33-1062335 D/L Motor Company Florida 59-3237877

Charlie Thomas Ford, Ltd. Texas 20-0058561 Dealership Realty Corporation Texas 76-0218062

Charlie Thomas’ Courtesy Ford, Ltd. Texas 06-1699682 Delray Luxury Imports, Inc. Delaware 46-4552813

Charlie Thomas’ Courtesy GP, LLC Delaware 73-1670811 Desert Buick-GMC Trucks, L.L.C. Delaware 52-2102859

Table of Contents





IRSEmployer





IRSEmployer


CHESROWN AUTO, LLC Delaware 65-0944619 Desert Chrysler-Plymouth, Inc. Delaware 88-0121640

CHESROWN CHEVROLET, LLC Delaware 65-0944620 Desert Dodge, Inc. Nevada 88-0227814

Chesrown Collision Center, Inc. Colorado 84-1358588 Desert GMC, L.L.C. Delaware 52-2102860

Chesrown Ford, Inc. Colorado 84-1164224 Dobbs Ford of Memphis, Inc. Delaware 65-1065025

Chevrolet World, Inc. Florida 59-2216673 Dobbs Ford, Inc. Florida 59-1584177

Chuck Clancy Ford of Marietta, LLC Delaware 47-0922626 Dobbs Mobile Bay, Inc. Alabama 62-1196110

CJ VALENCIA HOLDING, LLC Delaware 20-5226043 Dobbs Motors of Arizona, Inc. Arizona 93-0929951

Coastal Cadillac, Inc. Florida 59-3023188 Don Mealey Chevrolet, Inc. Florida 59-1553076

Consumer Car Care Corporation Tennessee 62-1151481 Don Mealey Imports, Inc. Florida 59-3099049

Contemporary Cars, Inc. Florida 59-1635976 Don-A-Vee Jeep-Eagle, Inc. California 33-0203778

Cook-Whitehead Ford, Inc. Florida 59-1165955 Driver’s Mart Worldwide, Inc. Virginia 38-3275555

Corporate Properties Holding, Inc. Delaware 65-0948961 Eastern Region Management, LLC Delaware 52-2135867

Corpus Christi ANUSA, LLC Delaware 46-4705830 EASTGATE FORD, INC. Ohio 31-0736141

Corpus Christi Collision Center, Inc. Delaware 45-4496075 Ed Mullinax Ford, LLC Delaware 57-1174464

COSTA MESA CARS HOLDING, LLC Delaware 20-5226339 Edgren Motor Company, Inc. California 94-1561041

Costa Mesa Cars, Inc. California 33-0626084 EDGREN MOTOR HOLDING, LLC Delaware 20-5225254

Courtesy Auto Group, Inc.

Florida

59-2360236

EL MONTE IMPORTS HOLDING,LLC

Delaware

20-5226399

Courtesy Broadway, LLC Colorado 20-5417194 El Monte Imports, Inc. Delaware 65-0881906

Covington Pike Motors, Inc.

Tennessee

58-1366612

EL MONTE MOTORS HOLDING,LLC

Delaware

20-5226498

CT Intercontinental GP, LLC Delaware 33-1062337 El Monte Motors, Inc. Delaware 65-0881905

EMICH SUBARU WEST, LLC Delaware 65-0944597 George Sutherlin Nissan, LLC Delaware 47-0922627

Empire Services Agency, Inc. Florida 65-0329882 Germantown Luxury Imports, LLC Delaware 46-4640265

Financial Services GP, LLC Delaware 02-0695729 Government Boulevard Motors, Inc. Alabama 62-1502108

Financial Services, Ltd. Texas 20-0057657 Gulf Management, Inc. Florida 59-2908603

First Team Automotive Corp. Delaware 59-3440254 Hayward Dodge, Inc. Delaware 94-1689551

First Team Ford of Manatee, Ltd. Florida 59-3446538 Henderson ANUSA, LLC Delaware 46-4800106

First Team Ford, Ltd. Florida 59-3366156 Hillard Auto Group, Inc. Texas 75-1965005

Hollywood Imports Limited, Inc. Florida 59-2025810

First Team Management, Inc. Florida 59-2714981 HORIZON CHEVROLET, INC. Ohio 34-1245635

FIT KIT HOLDING, LLC

Delaware

20-5225481

HOUSE OF IMPORTS HOLDING,LLC

Delaware

20-5226553

Fit Kit, Inc. California 33-0115670 House of Imports, Inc. California 95-2498811

Florida Auto Corp. Delaware 65-0837116 Houston ANUSA, LLC Delaware 46-4667987

Ford of Kirkland, Inc.

Washington

91-1425985

Houston Auto M. Imports Greenway,Ltd.

Texas

20-0057720

Table of Contents





IRSEmployer





IRSEmployer


Fox Chevrolet, LLC Delaware 47-0922620 Houston Auto M. Imports North, Ltd. Texas 20-0058197

FOX MOTORS, LLC Delaware 47-0922619 Houston Imports Greenway GP, LLC Delaware 56-2307542

Fred Oakley Motors, Inc. Delaware 75-1524534 Houston Imports North GP, LLC Delaware 56-2307540

FREMONT LUXURY IMPORTSHOLDING, LLC

Delaware

20-5226133

HVA IMPORTS, LLC

Delaware

52-2135875

Ft. Lauderdale Nissan, Inc. Florida 65-0273822 HVM IMPORTS, LLC Delaware 65-0944227

G.B. IMPORT SALES & SERVICEHOLDING, LLC

Delaware

20-5224826

HVS Motors, LLC

Delaware

65-0944662

G.B. IMPORT SALES & SERVICE, LLC Delaware 65-0944605 HVVW Motors, LLC Delaware 65-0944181

GA CDJR Motors, LLC Delaware 45-4505030 IRVINE IMPORTS HOLDING, LLC Delaware 20-5225601

GA Columbus Imports, LLC Delaware 46-4553266 Irvine Imports, Inc. California 33-0374310

GA F Imports, LLC

Delaware

46-4571435

IRVINE TOYOTA/NISSAN/VOLVOLIMITED PARTNERSHIP

Georgia

88-0377749

GA H Imports, LLC Delaware 45-4505078 JEMAUTCO, INC. Ohio 31-1153168

GA HY Imports, LLC Delaware 46-4537858 JERRY GLEASON CHEVROLET, INC. Illinois 36-2840037

GENE EVANS FORD, LLC Delaware 65-0944608 Jerry Gleason Dodge, Inc. Illinois 36-4074146

Jim Quinlan Chevrolet Co.

Delaware

59-1055603

MAGIC ACQUISITION HOLDING,LLC

Delaware

20-5226582

Joe MacPherson Ford California 33-0180618 Maitland Luxury Imports, Inc. Delaware 45-4497658

Joe MacPherson Imports No. I California 33-0745137 Marks Family Dealerships, Inc. Texas 74-1405873

Joe MacPherson Infiniti California 33-0127306 Marks Transport, Inc. Texas 76-0444883

JOE MACPHERSON INFINITIHOLDING, LLC

Delaware

20-5224941

MC/RII, LLC

Ohio

31-1751162

JOHN M. LANCE FORD, LLC Delaware 65-0944184 Mealey Holdings, Inc. Florida 59-3280283

J-R Motors Company North Colorado 84-1167355

J-R Motors Company South Colorado 84-1167319 Midway Chevrolet, Inc. Texas 75-1631858

JRJ Investments, Inc. Nevada 88-0199942 Mike Hall Chevrolet, Inc. Delaware 74-1940031

Katy ANUSA, LLC

Delaware

46-4816671

Mike Shad ChryslerPlymouth Jeep Eagle, Inc.

Florida

65-0731779

Kenyon Dodge, Inc. Florida 59-0479520 Mike Shad Ford, Inc. Florida 65-0730472

King’s Crown Ford, Inc. Delaware 59-2018826 Mission Blvd. Motors, Inc. California 94-3179908

L.P. Evans Motors WPB, Inc. Florida 59-0684221 Mortimer Collision, LLC Delaware 47-0922622

L.P. Evans Motors, Inc. Florida 59-0601584 MR. WHEELS HOLDING, LLC Delaware 20-5225351

Lance Children, Inc. Ohio 34-1789728 Mr. Wheels, Inc. California 95-3050274

Las Vegas ANUSA, LLC Delaware 46-4756234 Mullinax East, LLC Delaware 57-1174463

Leesburg Imports, LLC

Delaware

06-1712528

MULLINAX FORD NORTH CANTON,INC.

Ohio

34-1706005

Table of Contents





IRSEmployer





IRSEmployer


Leesburg Motors, LLC Delaware 06-1712525 Mullinax Ford South, Inc. Florida 59-2745619

Les Marks Chevrolet, Inc. Texas 76-0375065 Mullinax Used Cars, Inc. Ohio 34-1663489

Lew Webb’s Ford, Inc. California 33-0677560 Naperville Imports, Inc. Delaware 65-1151451

LEW WEBB’S IRVINE NISSANHOLDING, LLC

Delaware

20-5225321

NEWPORT BEACH CARSHOLDING, LLC

Delaware

20-5224604

Lew Webb’s Irvine Nissan, Inc. California 33-0374313 NEWPORT BEACH CARS, LLC Delaware 65-0944175

Lewisville Collision, Inc. Delaware 46-4553097 Nichols Ford, Ltd. Texas 20-0057609

Lewisville Imports GP, LLC Delaware 16-1640974 Nichols GP, LLC Delaware 33-1062338

Lewisville Imports, Ltd. Texas 06-1647785 Nissan of Brandon, Inc. Florida 59-2872723

Lot 4 Real Estate Holdings, LLC Delaware 32-0103034 Northpoint Chevrolet, LLC Delaware 47-0922630

Luxury Orlando Imports, Inc. Delaware 45-4496251 Northwest Financial Group, Inc. Washington 91-1666832

Luxury Woodlands Imports, Inc. Delaware 46-4552034 NY LNR Luxury Imports, Inc. Delaware 46-4541298

MacHoward Leasing California 95-2267692 NY Luxury Motors of Mt. Kisco, Inc. Delaware 45-4497466

MACHOWARD LEASING HOLDING,LLC

Delaware

20-5224996

NY Mt. Kisco Luxury Imports, Inc.

Delaware

46-4541484

MacPherson Enterprises, Inc. California 95-2706038 NY Palisades Luxury Imports, Inc. Delaware 45-4496937

Magic Acquisition Corp. Delaware 65-0711428 NY White Plains Luxury Imports, Inc. Delaware 46-4541840

Oxnard European Motors, LLC

Delaware

26-3036624

Republic Risk Management Services,Inc.

Florida

65-0782124

Oxnard Venture Holdings, Inc. Delaware 26-3454865 Resources Aviation, Inc. Florida 65-0858501

Payton-Wright Ford Sales, Inc. Texas 75-1231297 RI Merger Corp. Colorado 84-1492421

Pembroke Motors, Inc. Delaware 65-0948962 RI/BB Acquisition Corp. Delaware 52-2127466

Peyton Cramer Automotive California 33-0612289 RI/BBNM Acquisition Corp. Arizona 86-0914399

PEYTON CRAMER AUTOMOTIVEHOLDING, LLC

Delaware

20-5226609

RI/Hollywood Nissan AcquisitionCorp.

Delaware

65-0784675

PEYTON CRAMER F. HOLDING, LLC Delaware 20-5225040 RI/LLC Acquisition Corp. Colorado 84-1459545

Peyton Cramer Ford California 95-3410394 RI/RMC Acquisition GP, LLC Delaware 33-1062340

Peyton Cramer Infiniti California 33-0567152 RI/RMC Acquisition, Ltd. Texas 20-0057572

PEYTON CRAMER INFINITI HOLDING,LLC

Delaware

20-5226653

RI/RMT Acquisition GP, LLC

Delaware

02-0695720

Peyton Cramer Jaguar California 33-0567150 RI/RMT Acquisition, Ltd. Texas 20-0058111

RI/WFI Acquisition Corporation Delaware 52-2124969

PEYTON CRAMER LM HOLDING, LLC Delaware 20-5224570 RKR Motors, Inc. Florida 65-0070349

Phoenix ANUSA, LLC Delaware 46-4733662 Plano Collision, Inc. Delaware 46-4564729

Pierce Automotive Corporation Arizona 86-0811184 Roseville Motor Corporation California 94-2922942

PIERCE, LLC

Delaware

65-0944638

ROSEVILLE MOTOR HOLDING,LLC

Delaware

20-5225195

Table of Contents





IRSEmployer





IRSEmployer


Pitre Chrysler-Plymouth-Jeep of Scottsdale,Inc.

Delaware

86-0928955

Sacramento Collision, Inc.

Delaware

46-4553176

Plains Chevrolet GP, LLC Delaware 06-1699677 Sahara Imports, Inc. Nevada 86-0869592

Plains Chevrolet, Ltd. Texas 20-0058622 SAHARA NISSAN, INC. Nevada 88-0133547

Port City Imports, Inc. Texas 74-2403712

Prime Auto Cosmetics, Inc. Delaware 46-4552973

Prime Auto Resources, Inc. California 33-0718037 SHAMROCK F. HOLDING, LLC Delaware 20-5226693

Quality Nissan GP, LLC Delaware 06-1699678 Shamrock Ford, Inc. California 94-2220473

Quality Nissan, Ltd. Texas 20-0058629 Six Jays LLC Colorado 84-1364768

Quinlan Motors, Inc. Florida 59-3268936 SMI MOTORS HOLDING, LLC Delaware 20-5226719

R. Coop Limited Colorado 84-1251979 SMI Motors, Inc. California 95-4399082

R.L. Buscher II, Inc. Colorado 84-1171763 South Broadway Motors, LLC Delaware 65-0944625

R.L. Buscher III, Inc. Colorado 84-1171764 Southwest Motors of Denver, LLC Delaware 65-0944643

Real Estate Holdings, Inc. Florida 65-0789583 STAR MOTORS, LLC Delaware 65-0944646

RENTON H IMPORTS, INC. Delaware 84-1491657 Steakley Chevrolet GP, LLC Delaware 02-0695725

Republic Resources Company Delaware 51-0370517 Steakley Chevrolet, Ltd. Texas 20-0058140

Steeplechase Motor Company Texas 76-0244476 TN F Imports, LLC Delaware 45-4504984

STEVE MOORE CHEVROLET DELRAY,LLC

Delaware

65-0944647

TORRANCE NISSAN HOLDING,LLC

Delaware

20-5224866

STEVE MOORE CHEVROLET, LLC Delaware 65-0944670 TORRANCE NISSAN, LLC Delaware 65-0944661

STEVENS CREEK HOLDING, LLC Delaware 20-5225154 Tousley Ford, Inc. Minnesota 41-0609970

Stevens Creek Luxury Imports Holding, LLC

Delaware

45-4503334

TOYOTA CERRITOS LIMITEDPARTNERSHIP

Georgia

88-0377743

Stevens Creek Luxury Imports, Inc. Delaware 45-4496303 Triangle Corporation Delaware 52-2025037

Stevens Creek Motors, Inc. California 94-3010181 T-West Sales & Service, Inc. Nevada 88-0235466

Sunrise Nissan of Jacksonville, Inc. Florida 59-3427446 TX Alliance Motors, Inc. Texas 74-2941297

Sunrise Nissan of Orange Park, Inc. Florida 59-1357686 TX Ennis Autoplex Motors, Inc. Texas 75-2301576

Sunset Pontiac-GMC Truck South, Inc.

Florida

59-3128431

TX Motors of North Richland Hills,Inc.

Delaware

75-1574866

Sunset Pontiac-GMC, Inc. Michigan 38-1919584 TX Motors on Katy Freeway, Inc. Texas 74-2941811

Superior Nissan, Inc. North Carolina 62-1306501 TX Motors on Southwest Loop, Inc. Texas 75-2095119

SUTHERLIN CHRYSLER-PLYMOUTHJEEP-EAGLE, LLC

Delaware

65-0944667

TX West Houston Motors, Inc.

Texas

74-2705707

Sutherlin H. Imports, LLC Delaware 47-0922631 Valencia Auto Imports Holding, LLC Delaware 45-4503286

Sutherlin Imports, LLC

Delaware

65-0944664

VALENCIA B. IMPORTS HOLDING,LLC

Delaware

20-5225959

SUTHERLIN NISSAN, LLC Delaware 65-0944665 Valencia B. Imports, Inc. Delaware 20-0152054

Tasha Incorporated California 94-2512050 Valencia Dodge California 95-3935812

Table of Contents





IRSEmployer





IRSEmployer


Tempe Auto Imports, Inc. Delaware 46-4551989 VALENCIA DODGE HOLDING, LLC Delaware 20-5226772

TERRY YORK MOTOR CARS HOLDING,LLC

Delaware

20-5226742

VALENCIA H. IMPORTS HOLDING,LLC

Delaware

20-5226809

Terry York Motor Cars, Ltd. California 95-3549353 Valencia H. Imports, Inc. Delaware 20-0152004

Texan Ford Sales, Ltd. Texas 20-0058068 VALLEY CHEVROLET, LLC Delaware 47-0922623

Texan Ford, Inc.

Texas

76-0207034

VANDERBEEK MOTORSHOLDING, LLC

Delaware

20-5226839

Texan Sales GP, LLC Delaware 02-0695727 Vanderbeek Motors, Inc. California 94-2494800

Texas Management Companies LP, LLC Delaware 52-2135873 Vanderbeek Olds/GMC Truck, Inc. California 68-0072435

VANDERBEEK TRUCK HOLDING,LLC

Delaware

20-5373982

The Pierce Corporation II, Inc. Arizona 86-0743383 VILLAGE MOTORS, LLC Delaware 65-0944660

Tinley Park A. Imports, Inc. Delaware 52-2124968 Vince Wiese Chevrolet, Inc. Delaware 95-2703429

Tinley Park J. Imports, Inc. Delaware 52-2104777 VINCE WIESE HOLDING, LLC Delaware 20-5226871

Tinley Park V. Imports, Inc. Delaware 84-1041105 VistaCal Luxury Imports, Inc. Delaware 46-4551856

TN CDJR Motors, LLC Delaware 45-4504914 W.O. Bankston Nissan, Inc. Texas 75-1279211

WALLACE DODGE, LLC Delaware 65-0944659 Westgate Chevrolet, Ltd. Texas 20-0058608

WALLACE FORD, LLC Delaware 65-0944658 Westmont A. Imports, Inc. Delaware 65-0725800

WALLACE LINCOLN-MERCURY, LLC Delaware 65-0944657 Westmont B. Imports, Inc. Delaware 65-1151452

WALLACE NISSAN, LLC Delaware 65-0944655 Westmont Collision, Inc. Delaware 46-4552876

Webb Automotive Group, Inc. California 33-0338459 Westmont M. Imports, Inc. Delaware 65-1151453

West Colorado Motors, LLC Delaware 65-0944593 Woody Capital Investment Company II Colorado 84-1167986

West Houston Luxury Imports, Inc. Delaware 46-4552448 Woody Capital Investment Company III Colorado 84-1167988

West Side Motors, Inc. Tennessee 62-1030139 Working Man’s Credit Plan, Inc. Texas 75-2458731

Westgate Chevrolet GP, LLC Delaware 06-1699676 WPB Collision, Inc. Delaware 52-2109996 * All Additional Registrants have the following principal executive office:

c/o AutoNation, Inc.200 SW 1st AveFort Lauderdale, Florida 33301(954) 769-6000

Table of Contents

PROSPECTUS

AutoNation, Inc.COMMON STOCK

PREFERRED STOCKDEBT SECURITIES

GUARANTEES OF DEBT SECURITIESWARRANTS

SUBSCRIPTION RIGHTSDEPOSITARY SHARES

STOCK PURCHASE CONTRACTSUNITS

We may from time to time offer to sell, together or separately, common stock, preferred stock, debt securities, guarantees of debt securities, warrants,subscription rights to purchase common stock or preferred stock, depositary shares or stock purchase contracts, as well as units that include any of thesesecurities. The debt securities may consist of debentures, notes or other types of debt and may be guaranteed by certain of our subsidiaries. The preferredstock, debt securities, warrants and stock purchase contracts may be convertible into, or exercisable or exchangeable for, common or preferred stock orother securities.

We will provide specific terms of these securities in one or more supplements to this prospectus at the time of offering. Any prospectus supplement mayalso add, update or change information contained in this prospectus. You should read this prospectus and any relevant prospectus supplement or free writingprospectus, as well as the documents incorporated or deemed to be incorporated by reference in this prospectus, carefully before you make your investmentdecision with respect to any offering.

Our common stock is listed on the New York Stock Exchange and trades under the ticker symbol “AN.” Each prospectus supplement will indicate if thesecurities offered thereby will be listed on any securities exchange.

This prospectus may not be used to sell securities unless accompanied by a prospectus supplement or a free writing prospectus.

We may offer securities through underwriting syndicates managed or co-managed by one or more underwriters, or directly to purchasers. The prospectussupplement or free writing prospectus for an offering of securities will describe in detail the plan of distribution for that offering. For general informationabout the distribution of securities offered, please see “Plan of Distribution” on page 7 of this prospectus.

Investing in our securities involves risks, including those described under “ Risk Factors ” beginning on page 4 of thisprospectus. You should carefully read and consider these risk factors and the risk factors included in our periodicreports, in any prospectus supplement or free writing prospectus relating to specific offerings of securities and in otherdocuments that we file with the Securities and Exchange Commission.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete. Any representation to the contrary is acriminal offense.

The date of this prospectus is February 22, 2019

Table of Contents

TABLE OF CONTENTS Page FORWARD-LOOKING STATEMENTS 1 ABOUT THIS PROSPECTUS 3 THE COMPANY 4 RISK FACTORS 4 USE OF PROCEEDS 4 DESCRIPTION OF CAPITAL STOCK 5 DESCRIPTION OF OTHER SECURITIES 6 PLAN OF DISTRIBUTION 7 WHERE YOU CAN FIND ADDITIONAL INFORMATION 7 LEGAL MATTERS 8 EXPERTS 8

i

Table of Contents

FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference herein contain forward looking statements within the meaning of Section 27A of theSecurities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Allstatements, other than statements of historical fact, included or incorporated by reference herein, are, or may deemed to be, forward-looking statements.Words such as “anticipate,” “expect,” “intend,” “goal,” “plan,” “believe,” “continue,” “may,” “will,” “could,” and variations of such words and similarexpressions are intended to identify such forward-looking statements. Statements regarding our strategy, future operations, financial position, estimatedfinancial results, planned transactions, projected costs, as well as other statements that describe our objectives, goals or plans, are forward-lookingstatements.

We intend for our forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private SecuritiesLitigation Reform Act of 1995, and we set forth this statement in order to comply with such safe harbor provisions. Our forward-looking statements reflectour current expectations concerning future results and events, and they involve known and unknown risks, uncertainties and other factors that are difficult topredict and may cause our actual results, performance or achievements to be materially different from any future results, performance and achievementsexpressed or implied by these statements. The risks, uncertainties, and other factors that our stockholders and prospective investors should consider include,but are not limited to, the following:

• The automotive retail industry is sensitive to changing economic conditions and various other factors, including fuel prices, interest rates and

tariffs. Our business and results of operations are substantially dependent on vehicle sales levels in the United States and in our particulargeographic markets, as well as the gross profit margins that we can achieve on our sales of vehicles, all of which are very difficult to predict.

• Our new vehicle sales are impacted by the incentive, marketing, and other programs of vehicle manufacturers.

• We are dependent upon the success and continued financial viability of the vehicle manufacturers and distributors with which we holdfranchises.

• We are investing significantly in our brand extension strategy, and if our strategic initiatives are not successful, we will have incurredsignificant expenses without the benefit of improved financial results.

• If we are not able to maintain and enhance our retail brands and reputation or to attract consumers to our own digital channels, or if eventsoccur that damage our retail brands, reputation, or sales channels, our business and financial results may be harmed.

• New laws, regulations, or governmental policies regarding fuel economy and greenhouse gas emission standards, or changes to existing

standards, may affect vehicle manufacturers’ ability to produce cost-effective vehicles or vehicles that consumers demand, which couldadversely impact our business, results of operations, financial condition, cash flow, and prospects.

• Natural disasters and adverse weather events can disrupt our business.

• We are subject to restrictions imposed by, and significant influence from, vehicle manufacturers that may adversely impact our business,financial condition, results of operations, cash flows, and prospects, including our ability to acquire additional stores.

• We are subject to numerous legal and administrative proceedings, which, if the outcomes are adverse to us, could materially adversely affectour business, results of operations, financial condition, cash flows, and prospects.

• Our operations are subject to extensive governmental laws and regulations. If we are found to be in purported violation of or subject toliabilities under any of these laws or regulations, or if new laws or

1

Table of Contents

regulations are enacted that adversely affect our operations, our business, operating results, and prospects could suffer.

• A failure of our information systems or any security breach or unauthorized disclosure of confidential information could have a materialadverse effect on our business.

• Our debt agreements contain certain financial ratios and other restrictions on our ability to conduct our business, and our substantialindebtedness could adversely affect our financial condition and operations and prevent us from fulfilling our debt service obligations.

• We are subject to interest rate risk in connection with our vehicle floorplan payables, revolving credit facility, and commercial paper programthat could have a material adverse effect on our profitability.

• Goodwill and other intangible assets comprise a significant portion of our total assets. We must test our goodwill and other intangible assets for

impairment at least annually, which could result in a material, non-cash write-down of goodwill or franchise rights and could have a materialadverse impact on our results of operations and shareholders’ equity.

• Our largest stockholders, as a result of their ownership stakes in us, may have the ability to exert substantial influence over actions to be taken

or approved by our stockholders. In addition, future share repurchases and fluctuations in the levels of ownership of our largest stockholderscould impact the volume of trading, liquidity, and market price of our common stock.

Please refer to our most recent Annual Report on Form 10-K and to our subsequent filings with the Securities and Exchange Commission (the “SEC”) foradditional discussion of the foregoing risks. Forward-looking statements speak only as of the date on which they are made, and we undertake no obligationto publicly update or revise any forward-looking statements to reflect subsequent events or circumstances, except as required by law.

2

Table of Contents

ABOUT THIS PROSPECTUS

This prospectus is part of an “automatic shelf” registration statement that we filed with the Securities and Exchange Commission, or the SEC, as a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act of 1933, as amended, or the Securities Act. Under this shelf registration process, wemay sell, from time to time, an indeterminate amount of any combination of the securities described in this prospectus in one or more offerings. Thisprospectus provides you with a general description of the securities we may offer, which is not meant to be a complete description of each security. Eachtime that we sell securities, a prospectus supplement or a free writing prospectus containing specific information about the terms of that offering will beprovided, including the specific amounts, prices and terms of the securities offered and the manner in which they will be offered. The prospectussupplement and any other offering material (including any free writing prospectus) may also add to, update or change information contained in thisprospectus or in documents we have incorporated by reference into this prospectus. We urge you to read both this prospectus and any prospectussupplement and any other offering material (including any free writing prospectus) prepared by or on behalf of us for a specific offering of securities,together with the additional information described under the heading “Where You Can Find Additional Information” on page 7 of this prospectus. We havenot authorized anyone to provide any information other than that contained or incorporated by reference in this prospectus, any prospectus supplement orany free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance asto the reliability of, any other information that others may give you. We are not making an offer to sell or soliciting an offer to purchase these securities inany jurisdiction where the offer or sale is not permitted.

You should not assume that the information contained in this prospectus, any prospectus supplement or any free writing prospectus is accurate on any dateother than the date on the front cover of such documents or that any information we have incorporated by reference is correct on any date subsequent to thedate of the document incorporated by reference, even though this prospectus or any prospectus supplement or free writing prospectus is delivered orsecurities are sold on a later date. Neither the delivery of this prospectus or any applicable prospectus supplement or free writing prospectus nor anydistribution of securities pursuant to such documents shall, under any circumstances, create any implication that there has been no change in the informationset forth in this prospectus or any applicable prospectus supplement or free writing prospectus or in our affairs since the date of this prospectus or anyapplicable prospectus supplement or free writing prospectus. Our business, financial condition, results of operations and prospects may have changed sincethose dates.

For convenience, the terms “AutoNation,” “the Company,” “we,” “us,” and “our” are used in this prospectus to refer to AutoNation, Inc. and itssubsidiaries, unless otherwise required by the context. Our dealership operations are conducted by our subsidiaries.

3

Table of Contents

THE COMPANY

ThissummaryhighlightscertaininformationaboutAutoNation,Inc.Becauseitisasummary,itdoesnotcontainalltheinformationyoushouldconsiderbeforeinvestinginoursecurities.Youshouldreadcarefullythisentireprospectus,anyprospectussupplementorfreewritingprospectusandthedocumentsthatweincorporatehereinandthereinbyreference,includingthesectionsentitled“RiskFactors”andourfinancialstatementsandrelatednotes.Youmayobtainacopyofthedocumentsthatweincorporatebyreferencewithoutchargebyfollowingtheinstructionsinthesectionbelowentitled“WhereYouCanFindAdditionalInformation.”

AutoNation, Inc., through its subsidiaries, is the largest automotive retailer in the United States. As of December 31, 2018, we owned and operated 326 newvehicle franchises from 239 stores located in the United States, predominantly in major metropolitan markets in the Sunbelt region. Our stores, which webelieve include some of the most recognizable and well-known in our key markets, sell 33 different new vehicle brands. The core brands of new vehiclesthat we sell, representing approximately 92% of the new vehicles that we sold in 2018, are manufactured by Toyota (including Lexus), Honda, Ford,General Motors, FCA US, Mercedes-Benz, Nissan, BMW, and Volkswagen (including Audi and Porsche). We also own and operate 85 AutoNation-branded collision centers, and together with our vehicle dealerships, our AutoNation USA stores and our automotive auctions, we owned and operated over325 locations coast to coast.

We offer a diversified range of automotive products and services, including new vehicles, used vehicles, “parts and service,” which includes automotiverepair and maintenance services as well as wholesale parts and collision businesses, and automotive “finance and insurance” products, which includevehicle service and other protection products, as well as the arranging of financing for vehicle purchases through third-party finance sources.

We were incorporated in Delaware in 1991. Our principal executive offices are located at 200 SW 1st Ave, Fort Lauderdale, FL 33301, and our telephonenumber at that address is (954) 769-6000. We maintain a website at www.autonation.com.Information contained in or accessed through our website andsocial media channels does not constitute a part of this prospectus.

RISK FACTORS

Investing in our securities involves risks. Before you decide whether to purchase any of our securities, in addition to the other information, documents orreports included or incorporated by reference into this prospectus and any prospectus supplement or other offering materials (including any free writingprospectus), you should carefully consider the risk factors described in the section entitled “Risk Factors” in any prospectus supplement or free writingprospectus, our most recent Annual Report on Form 10-K, any Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed subsequent to suchAnnual Report on Form 10-K, each of which is incorporated by reference into this prospectus and any prospectus supplement in its entirety, and as the samemay be amended, supplemented or superseded from time to time by our filings under the Securities Exchange Act of 1934, as amended, or the ExchangeAct. For more information, see the section entitled “Where You Can Find Additional Information” on page 7 of this prospectus. These risks couldmaterially and adversely affect our business, financial condition or operating results and could result in a partial or complete loss of your investment.Furthermore, additional risks and uncertainties not presently known to us, or that we currently deem immaterial, may also affect our operations.

USE OF PROCEEDS

Unless otherwise indicated in a prospectus supplement or a free writing prospectus, the net proceeds from the sale of the securities will be used for generalcorporate purposes, which may include working capital, acquisitions, construction of new facilities, repayment or refinancing of debt, share repurchases andother business opportunities.

4

Table of Contents

DESCRIPTION OF CAPITAL STOCK

The following description of our capital stock is based on our Third Amended and Restated Certificate of Incorporation, as amended (our “Certificate ofIncorporation”), our Amended and Restated By-Laws (our “By-Laws”) and applicable provisions of law. We have summarized certain portions of ourCertificate of Incorporation and By-Laws below. The summary is not complete and is subject to, and is qualified in its entirety by, the applicable provisionsof the Delaware General Corporation Law (“DGCL”), our Certificate of Incorporation and our By-Laws, which are incorporated by reference herein. Youshould read our Certificate of Incorporation and By-Laws for the provisions that are important to you.

Copies of our Certificate of Incorporation and By-Laws are available upon request. Please see “Where You Can Find Additional Information” below. Asused in this “Description of Capital Stock,” the terms “our,” “ours” and “us” refer only to AutoNation, Inc., a Delaware corporation, and not, unlessotherwise indicated, to any of its subsidiaries.

Capital Stock

Under our Certificate of Incorporation, our authorized capital stock consists of 1,500,000,000 shares of common stock, par value $0.01 per share, and5,000,000 shares of preferred stock, par value $0.01 per share. As of February 20, 2019, there were 90,058,836 shares of common stock issued andoutstanding and no shares of preferred stock issued and outstanding.

Common Stock

Our common stock is listed on the New York Stock Exchange under the ticker symbol “AN.” Each holder of shares of our common stock is entitled to onevote for each share held of record on the applicable record date on all matters submitted to a vote of stockholders. Subject to any preferential dividend rightsgranted to the holders of any shares of our preferred stock that may at the time be outstanding, holders of our common stock are entitled to receivedividends as may be declared from time to time by our Board of Directors (“Board”) out of funds legally available therefor. Upon any liquidation ordissolution of AutoNation, holders of our common stock are entitled to share pro rata in all remaining assets available for distribution to stockholders afterpayment or providing for our liabilities and the liquidation preference of any outstanding preferred stock. Holders of our common stock have no preemptiveright to purchase, subscribe for or otherwise acquire any unissued or treasury shares or other securities.

Preferred Stock

Our Certificate of Incorporation authorizes our Board to create preferred stock in one or more classes or series and to fix for each such class or series thevoting powers, designations, preferences and relative, participating, optional or other special rights and any qualifications, limitations or restrictions thereof.Our Board is authorized to, among other things, provide that any such class or series of preferred stock may be (i) entitled to voting powers, full or limited;(ii) subject to redemption at such time or times and at such price or prices as our Board may establish; (iii) entitled to receive dividends (which may becumulative or non-cumulative) at such rates, on such conditions, and at such times, and payable in preference to, or in such relation to, the dividendspayable on any other class or classes or any other series as our Board may establish; (iv) entitled to such rights upon the dissolution of us, or upon anydistribution of our assets, as our Board may establish; or (v) convertible into, or exchangeable for, shares of any other class or classes of stock, or of anyother series of the same or any other class or classes of stock, of ours at such price or prices or at such rates of exchange and with such adjustments as ourBoard may establish. Issuance of preferred stock could discourage bids for the common stock at a premium as well as create a depressive effect on themarket price of the common stock. As of the date hereof, no shares of preferred stock are outstanding.

5

Table of Contents

Certain Anti-Takeover Provisions of Our Certificate of Incorporation and By-Laws and the DGCL

Certain provisions in our Certificate of Incorporation and By-Laws and the DGCL may have the effect of delaying, deferring or discouraging another partyfrom acquiring us. These provisions, which are summarized below, are expected to discourage coercive takeover practices and inadequate takeover bids.These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our Board.

Advance Notice of Stockholder Proposals or Nominations

Our By-Laws provide that stockholders at an annual meeting may only consider proposals or nominations specified in the notice of meeting or broughtbefore the meeting by or at the direction of the Board or by a stockholder who was a stockholder of record on the record date for the meeting, who isentitled to vote at the meeting and who has given to our Corporate Secretary timely written notice, in proper form, of the stockholder’s intention to bringthat proposal or nomination before the meeting. In addition to certain other applicable requirements, for a stockholder proposal or nomination to be properlybrought before an annual meeting by a stockholder, such stockholder generally must have given notice thereof in proper written form to our CorporateSecretary not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting of stockholders. OurBy-Laws may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed or may discourage ordefer a potential acquiror from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempting to obtain control of us.

Special Meetings of Stockholders

Our By-Laws deny stockholders the right to call a special meeting of stockholders. Our By-Laws provide that only the Board may call special meetings ofthe stockholders. Stockholders are permitted under our By-Laws to act by written consent in lieu of a meeting.

Delaware General Corporation Law

We are a Delaware corporation and consequently are also subject to certain anti-takeover provisions of the DGCL. Subject to certain exceptions,Section 203 of the DGCL prevents a publicly held Delaware corporation from engaging in a “business combination” with any “interested stockholder” forthree years following the date that the person became an interested stockholder, unless the interested stockholder attained such status with the approval ofour Board or unless the business combination is approved in a prescribed manner. A “business combination” includes, among other things, a merger orconsolidation involving us and the “interested stockholder” and the sale of more than 10% of our assets. In general, an “interested stockholder” is any entityor person beneficially owning 15% or more of our outstanding voting stock and any entity or person affiliated with or controlling or controlled by suchentity or person. Section 203 makes it more difficult for an interested stockholder to effect various business combinations with a corporation for a three-yearperiod. This statute could prohibit or delay mergers or other takeover or change in control attempts not approved in advance by our Board and as a resultcould discourage attempts to acquire us, which could depress the market price of our common stock.

DESCRIPTION OF OTHER SECURITIES

We will set forth in the applicable prospectus supplement or free writing prospectus a description of any debt securities, guarantees of debt securities,warrants, subscription rights to purchase common stock or preferred stock, depositary shares, stock purchase contracts or units that may be offered underthis prospectus.

6

Table of Contents

PLAN OF DISTRIBUTION

The securities being offered hereby may be sold by us from time to time in one or more transactions, including without limitation:

• through underwriters or dealers;

• through agents;

• directly to purchasers, including our affiliates;

• through a combination of any such methods of sale; or

• through any other methods described in the applicable prospectus supplement or free writing prospectus.

We will identify the specific plan of distribution, including any underwriters, dealers, agents or direct purchasers and their compensation, in the applicableprospectus supplement or free writing prospectus, as the case may be.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website at www.sec.gov thatcontains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, including AutoNation.

The SEC allows us to “incorporate by reference” information into this document. This means that we can disclose important information to you by referringyou to another document filed separately with the SEC. The information incorporated by reference is considered to be a part of this document, except forany information superseded by information that is included directly in this document or incorporated by reference subsequent to the date of this document.

This prospectus incorporates by reference the documents listed below and any future filings that we make with the SEC under Section 13(a), 13(c), 14 or15(d) of the Exchange Act (other than information in the documents or filings that is deemed to have been furnished and not filed) after the date of thisprospectus and prior to the termination of the offering.

• Our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 filed with the SEC on February 22, 2019;

• Our Current Reports on Form 8-K filed with the SEC on January 9, 2019, January 24, 2019 and February 22, 2019 (with respect to Item 5.02and Exhibit 10.1 of Item 9.01 only); and

• The description of our common stock contained in our Form 8-A filed with the SEC on June 17, 1997.

You may also request a copy of any documents incorporated by reference in this prospectus (including any exhibits that are specifically incorporated byreference in them), at no cost, by writing or telephoning us at the following address or telephone number:

AutoNation, Inc.200 SW 1st Ave

Fort Lauderdale, FL 33301Attention: Legal DepartmentTelephone: (954) 769-6000

7

Table of Contents

LEGAL MATTERS

C. Coleman G. Edmunds, Executive Vice President, General Counsel and Corporate Secretary of the Company and Skadden, Arps, Slate, Meagher & FlomLLP, Chicago, Illinois will pass upon the validity of any securities issued under this prospectus. Mr. Edmunds owns shares of our common stock, and holdsstock options and restricted stock awards and may receive additional awards in the future. Any underwriters will be represented by their own legal counsel.

EXPERTS

The consolidated financial statements of AutoNation, Inc. and its subsidiaries as of December 31, 2018 and 2017, and for each of the years in the three-yearperiod ended December 31, 2018, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2018have been incorporated by reference herein and in the registration statement in reliance upon the reports of KPMG LLP, independent registered publicaccounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

8

Table of Contents

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the costs and expenses to be borne by us in connection with the sale of the securities being registered hereby.

Amount to be Paid SEC registration fee $ * Printing fees and expenses $ ** Legal fees and expenses $ ** Accounting fees and expenses $ ** Trustee and transfer agent fees and expenses $ ** Rating agency and listing fees $ ** Miscellaneous expenses $ **

TOTAL $ ** * To be defined pursuant to Rule 456(b) under the Securities Act and calculated in connection with an offering of securities under this Registration

Statement pursuant to Rule 457(r) under the Securities Act.** An estimate of the aggregate expenses in connection with the sale and distribution of the securities being offered will be included in the applicable

prospectus supplement.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company’s Third Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) provides that the Board shall have all powersand authority which may be granted to a board of directors of a corporation under the Delaware General Corporation Law (the “DGCL”) to provideindemnification for directors, officers, employees, and/or agents of the Company to the fullest extent permitted by law, subject however, to the rules againstlimitation on liability of directors as set forth in Section 102 of the DGCL, as amended from time to time.

In accordance with the requirements of Section 102 of the DGCL, the Certificate of Incorporation further provides that no director of the Company shall bepersonally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breachby a director of the duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct ora knowing violation of law, (iii) for unlawful payments of dividends, or for unlawful stock purchases or redemptions, or (iv) for any transaction from whichthe director derived an improper personal benefit.

The Amended and Restated By-Laws of the Company (the “By-Laws”) provide for a series of indemnification powers and procedures that follow thelanguage of Section 145 of the DGCL. Article VII of the By-Laws provides that the Company shall indemnify any person who was or is a party or isthreatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative(other than an action by or in the right of the Company) by reason of the fact that such person is or was a director or officer of the Company, or is or was adirector or officer of the Company serving at the request of the Company as a director or officer, employee or agent of another corporation, partnership,joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlementactually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner suchperson reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, such personhad no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction,or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that such person did not act in good faith and in a manner whichsuch person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, hadreasonable cause to believe that his or her conduct was unlawful.

II-1

Table of Contents

The By-Laws provide that the Company’s obligation to indemnify directors and officers of the Company applies to actions brought by or in the right of theCompany as well, but only to the extent of defense and settlement expenses and not to any satisfaction of a judgment or settlement of the claim itself, andwith the further limitation that in such actions no indemnification shall be made (i) unless the indemnified person acted in good faith and in a manner suchperson reasonably believed to be in or not opposed to the best interests of the Company or (ii) in the event such person seeking indemnity was adjudged tobe liable to the Company, unless the court, in its discretion, believes that in light of all the circumstances indemnification should nonetheless apply.

The By-Laws provide that the Company may, to the extent authorized from time to time by the Board, provide rights to indemnification and to theadvancement of expenses to employees and agents of the Company similar to those rights conferred to directors and officers of the Company underArticle VII.

The By-Laws provide that any decision as to indemnification, unless ordered by a court, shall be made: (a) by a majority vote of the directors who are notparties to such action, suit or proceeding (“disinterested directors”), even though less than a quorum; (b) by a committee of disinterested directorsdesignated by a majority vote of all disinterested directors, even though less than a quorum; (c) if there are no such disinterested directors, or if suchdirectors so direct, by independent legal counsel in a written opinion; or (d) by the stockholders. However, the By-Laws provide that a present or formerdirector or officer of the Company who has been successful on the merits or otherwise in defense of any action, suit or proceeding for whichindemnification would be appropriate as described above shall be indemnified without the necessity of authorization in the specific case.

The By-Laws provide that the Company shall pay expenses incurred by an officer or director in defending a civil, criminal, administrative or investigativeaction, suit or proceeding in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by such person to repay suchamount if it shall ultimately be determined that such person is not entitled to indemnification. Indemnification pursuant to these provisions is not exclusiveof any other rights to which those seeking indemnification may be entitled under the Certificate of Incorporation, any bylaw, agreement, contract, vote ofstockholders or disinterested directors or otherwise and shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceasedto be a director or officer.

The Company may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Company. Under an insurance policymaintained by the Company, the directors and officers of the Company are insured, within the limits and subject to the limitations of the policy, againstcertain expenses in connection with the defense of certain claims, actions, suits or proceedings, and certain liabilities which might be imposed as a result ofsuch claims, actions, suits or proceedings, which may be brought against them by reason of being or having been such directors or officers.

The above summary is qualified in its entirety by reference to the complete text of the DGCL, Certificate of Incorporation and the By-Laws.

II-2

Table of Contents

ITEM 16. EXHIBITS Exhibit No. Description of Exhibits

1.1 Form(s) of Underwriting Agreement*

4.1

Indenture, dated as of April 14, 2010, between AutoNation, Inc. and Wells Fargo Bank, National Association, as trustee (incorporatedby reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 15, 2010)

4.2

Third Amended and Restated Certificate of Incorporation of AutoNation, Inc. (incorporated by reference to Exhibit 3.1 to theCompany’s Quarterly Report on Form 10-Q filed with the SEC on August 13, 1999)

4.3

Amended and Restated By-Laws of AutoNation, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report onForm 8-K, filed with the SEC on December 16, 2016)

4.2 Form of debt securities*

4.3 Form of guarantee*

4.4 Form of any certificate of designation, preferences and rights with respect to any preferred stock issued hereunder*

4.5 Form of any preferred stock certificate*

4.6 Form of warrant agreement*

5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP

5.2 Opinion of C. Coleman G. Edmunds, Executive Vice President, General Counsel and Corporate Secretary of the Company

23.1 Consent of KPMG LLP

23.2 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1)

23.3 Consent of C. Coleman G. Edmunds (included in Exhibit 5.2)

24.1 Powers of Attorney (included on the signature pages of the Registration Statement)

25.1 Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939 of Wells Fargo Bank, National Association * To be filed by amendment or incorporated by reference in connection with the offering of any securities, as appropriate.

II-3

https://content.edgar-online.com/ExternalLink/EDGAR/0001193125-10-083798.html?hash=98b4062c5af5e8fc051ae8a7fa1ec196373a0872135f1c23af0cf69ed6e125d0&dest=DEX41_HTM

https://content.edgar-online.com/ExternalLink/EDGAR/0001193125-10-083798.html?hash=98b4062c5af5e8fc051ae8a7fa1ec196373a0872135f1c23af0cf69ed6e125d0&dest=DEX41_HTM

https://content.edgar-online.com/ExternalLink/EDGAR/0000950144-99-010179.html?hash=5ee53d3f56b34a45d605dc2a53d0d626e074c0a54559a04b0ab19bc3b826d91d

https://content.edgar-online.com/ExternalLink/EDGAR/0000950144-99-010179.html?hash=5ee53d3f56b34a45d605dc2a53d0d626e074c0a54559a04b0ab19bc3b826d91d

https://content.edgar-online.com/ExternalLink/EDGAR/0000350698-16-000363.html?hash=c65ad64abb7da45dc32898cb61015c2bf19f738cd79bba83c2d849072a68a899&dest=EX-31_HTM

https://content.edgar-online.com/ExternalLink/EDGAR/0000350698-16-000363.html?hash=c65ad64abb7da45dc32898cb61015c2bf19f738cd79bba83c2d849072a68a899&dest=EX-31_HTM

Table of Contents

ITEM 17. UNDERTAKINGS

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effectiveamendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would notexceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the formof prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registrationstatement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any materialchange to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not apply if the information required to be included in a post-effectiveamendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d)of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuantto Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a newregistration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fideoffering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination ofthe offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filedprospectus was deemed part of and included in the registration statement; and

(ii) each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430Brelating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of theSecurities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus isfirst used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B,for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of theregistration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at thattime shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectusthat is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement orprospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede ormodify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any suchdocument immediately prior to such effective date.

II-4

Table of Contents

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of thesecurities;

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardlessof the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of thefollowing communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to suchpurchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by theundersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or itssecurities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of theregistrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employeebenefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statementshall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemedto be the initial bona fide offering thereof.

(c) The undersigned registrant hereby undertakes to supplement the prospectus, after the expiration of the subscription period, to set forth the results of thesubscription offer, the transactions by the underwriters during the subscription period, the amount of unsubscribed securities to be purchased by theunderwriters, and the terms of any subsequent reoffering thereof. If any public offering by the underwriters is to be made on terms differing from those setforth on the cover page of the prospectus, a post-effective amendment will be filed to set forth the terms of such offering.

(d) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of theregistrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commissionsuch indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification againstsuch liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in thesuccessful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities beingregistered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriatejurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication ofsuch issue.

II-5

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of therequirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,in the City of Fort Lauderdale, State of Florida, on February 22, 2019.

AUTONATION, INC.

By: /s/ Michael J. Jackson Michael J. Jackson Chairman of the Board, Chief Executive Officer and President

POWERS OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J.Jackson and C. Coleman Edmunds, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power ofsubstitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments (includingpost-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, withthe Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and performeach and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do inperson, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any of them, maylawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities andon the dates indicated. Signature Title Date

/s/ Michael J. JacksonMichael J. Jackson

Chairman of the Board, Chief Executive Officer andPresident (Principal Executive Officer)

February 22, 2019

/s/ Cheryl MillerCheryl Miller

Executive Vice President and Chief Financial Officer(Principal Financial Officer)

February 22, 2019

/s/ Christopher R. CadeChristopher R. Cade

Senior Vice President and Chief Accounting Officer(Principal Accounting Officer)

February 22, 2019

/s/ Rick L. BurdickRick L. Burdick

Director

February 22, 2019

/s/ Tomago CollinsTomago Collins

Director

February 22, 2019

/s/ David B. EdelsonDavid B. Edelson

Director

February 22, 2019

/s/ Robert R. GruskyRobert R. Grusky

Director

February 22, 2019

/s/ Kaveh KhosrowshahiKaveh Khosrowshahi

Director

February 22, 2019

/s/ G. Mike MikanG. Mike Mikan

Director

February 22, 2019

/s/ Alison H. RosenthalAlison H. Rosenthal

Director

February 22, 2019

/s/ Jacqueline A. TravisanoJacqueline A. Travisano

Director

February 22, 2019

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of therequirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,in the City of Fort Lauderdale, State of Florida, on February 22, 2019. 7 ROD REAL ESTATE NORTH, A LIMITEDLIABILITY COMPANY 7 ROD REAL ESTATE SOUTH, A LIMITEDLIABILITY COMPANY

ABRAHAM CHEVROLET-TAMPA, INC.

ALBERT BERRY MOTORS, INC.




AN DEALERSHIP HOLDING CORP.

AN TUCSON IMPORTS, LLC

AN/KPBG MOTORS, INC.

AN/MF ACQUISITION CORP

AUTO TECHLABS, INC. ACP HOLDING CORP.

AUTO COMPANY XXVIII, INC.

AN AUTOPARTS, INC.

AUTO DEALERSHIP VII, LLC

ANUSA HOLDING, LLC

AUTO HOLDING, LLC

AUTO WEST, INC.

AUTONATION BENEFITS COMPANY, INC.

AUTONATION CORPORATEMANAGEMENT, LLC

AUTONATION ENTERPRISESINCORPORATED

AUTONATION MOTORS HOLDING CORP.

AUTONATION MOTORS OF LITHIA SPRINGS,INC.

AUTONATION REALTY CORPORATION

AUTONATION V. IMPORTS OF DELRAY BEACH,LLC

BANKSTON AUTO, INC.

BATFISH, LLC

BBCSS, INC.

BEACH CITY CHEVROLET COMPANY, INC.

BEACH CITY HOLDING, LLC

BLEDSOE DODGE, LLC

BOB TOWNSEND FORD, INC.

BODY SHOP HOLDING CORP.

CHAMPION CHEVROLET HOLDING, LLC

CHAMPION CHEVROLET, LLC

CHAMPION FORD, INC.

CHARLIE THOMAS CHRYSLER-PLYMOUTH, INC.

CHESROWN AUTO, LLC

CHESROWN FORD, INC.

CJ VALENCIA HOLDING, LLC

CONSUMER CAR CARE CORPORATION

CORPORATE PROPERTIES HOLDING, INC.

COURTESY AUTO GROUP, INC.

DEALERSHIP REALTY CORPORATION

DESERT CHRYSLER-PLYMOUTH, INC.

DESERT DODGE, INC.

DON-A-VEE JEEP-EAGLE, INC.

DRIVER`S MART WORLDWIDE, INC.

EASTGATE FORD, INC.

EL MONTE IMPORTS HOLDING, LLC

EL MONTE IMPORTS, INC.

EL MONTE MOTORS HOLDING, LLC

EL MONTE MOTORS, INC.

FLORIDA AUTO CORP.

FORD OF KIRKLAND, INC.

FRED OAKLEY MOTORS, INC.

FT. LAUDERDALE NISSAN, INC. GA F IMPORTS, LLC

HAYWARD DODGE, INC.

HORIZON CHEVROLET, INC.

JEMAUTCO, INC.

JERRY GLEASON CHEVROLET, INC.

JERRY GLEASON DODGE, INC.

JOE MACPHERSON IMPORTS NO. I

KENYON DODGE, INC.

LES MARKS CHEVROLET, INC.

LEW WEBB`S FORD, INC.

LEW WEBB’S IRVINE NISSAN HOLDING, LLC

LEW WEBB’S IRVINE NISSAN, INC.

MACHOWARD LEASING

MARKS FAMILY DEALERSHIPS, INC.

MC/RII, LLC

MIKE SHAD CHRYSLER PLYMOUTH JEEPEAGLE, INC.

MISSION BLVD. MOTORS, INC.

NY PALISADES LUXURY IMPORTS, INC.

PAYTON-WRIGHT FORD SALES, INC.

PEYTON CRAMER JAGUAR

PEYTON CRAMER LM HOLDING, LLC

PITRE CHRYSLER-PLYMOUTH-JEEP OFSCOTTSDALE, INC.

QUINLAN MOTORS, INC. REAL ESTATE HOLDINGS, INC.

REPUBLIC RESOURCES COMPANY

REPUBLIC RISK MANAGEMENT SERVICES, INC.

RESOURCES AVIATION, INC.

RI MERGER CORP.

RI/BBNM ACQUISITION CORP.

RI/WFI ACQUISITION CORPORATION

SHAMROCK F. HOLDING, LLC

SHAMROCK FORD, INC.

SIX JAYS LLC

SMI MOTORS HOLDING, LLC

SMI MOTORS, INC.

STEAKLEY CHEVROLET GP, LLC

STEAKLEY CHEVROLET, LTD. BY: STEAKLEY CHEVROLET GP, LLC

ITS: GENERAL PARTNER

STEEPLECHASE MOTOR COMPANY

SUNRISE NISSAN OF JACKSONVILLE, INC.

SUNSET PONTIAC-GMC, INC.

SUNSET PONTIAC-GMC TRUCK SOUTH, INC.

SUTHERLIN CHRYSLER-PLYMOUTH JEEP-EAGLE, LLC

THE PIERCE CORPORATION II, INC.

TINLEY PARK A. IMPORTS, INC.

TINLEY PARK J. IMPORTS, INC.

TINLEY PARK V. IMPORTS, INC. TN F IMPORTS, LLC

Table of Contents

TORRANCE NISSAN, LLC

TORRANCE NISSAN HOLDING, LLC

TRIANGLE CORPORATION

VALENCIA DODGE

VALENCIA DODGE HOLDING, LLC

VANDERBEEK OLDS/GMC TRUCK, INC.

VANDERBEEK TRUCK HOLDING, LLC

WALLACE DODGE, LLC

WALLACE NISSAN, LLC

WALLACE LINCOLN-MERCURY, LLC

WORKING MAN`S CREDIT PLAN, INC. AUTONATION FINANCIAL SERVICES, LLC ASE MOTORS HOLDING CORP.

TIER2 CORPORATION

ACER FIDUCIARY, INC. AUTO COMPANY 2016-13, INC.

AUTONATION SUITE 101, INC. AUTO COMPANY 2016-15, INC. AUTO COMPANY 2016-16, INC. AUTO COMPANY 2016-17, INC. AUTO COMPANY 2016-18, INC. AUTO COMPANY 2016-19, INC. AUTO COMPANY 2016-20, INC. AUTO DEALERSHIP 2016-4, LLC

MOBILE MOTORS, LLC AUTO DEALERSHIP 2016-9, LLC AUTO DEALERSHIP 2016-10, LLC

AN F. IMPORTS OF HAWTHORNE, LLC

PEYTON CRAMER INFINITI

AN SEATTLE MOTORS, INC.

AN MOTORS OF DELRAY BEACH, INC.

MIDWAY CHEVROLET, INC.

QUALITY NISSAN GP, LLC

QUALITY NISSAN, LTD.

BY: QUALITY NISSAN GP, LLC


COURTESY BROADWAY, LLC

BANKSTON CHRYSLER JEEP OF FRISCO, L.P.

BY: BANKSTON CJ GP, LLC


BANKSTON CJ GP, LLC

FINANCIAL SERVICES GP, LLC

FINANCIAL SERVICES, LTD.

BY: FINANCIAL SERVICES GP, LLC


AN CORPUS CHRISTI IMPORTS ADV. GP, LLCAN CORPUS CHRISTI IMPORTS ADV., LP BY: AN CORPUS CHRISTI ADV. GP, LLC


CHARLIE THOMAS COURTESY LEASING, INC.

AN CORPUS CHRISTI IMPORTS II GP, LLC

AN CORPUS CHRISTI IMPORTS II, LP

BY: AN CORPUS CHRISTI IMPORTS II GP, LLC


AUTO COMPANY VIII, INC.

AN PONTIAC GMC HOUSTON NORTH GP, LLC

AN PONTIAC GMC HOUSTON NORTH, LP

BY: AN PONTIAC GMC HOUSTON NORTH GP,LLC


AUTO COMPANY XII, INC.

STEVE MOORE CHEVROLET DELRAY, LLC AN MOTORS OF FT. LAUDERDALE, INC.

AN MOTORS OF DALLAS, INC. HVVW MOTORS, LLC

W.O. BANKSTON NISSAN, INC.

SUPERIOR NISSAN, INC.

BANKSTON NISSAN IN IRVING, INC.

AUTO COMPANY IX, INC.

AN IMPORTS OF SEATTLE, INC.

AN COLLISION CENTER OF SARASOTA, INC.

PIERCE AUTOMOTIVE CORPORATION

AUTOHAUS HOLDINGS, INC.

AN TEXAS REGION MANAGEMENT, LTD.

BY: AUTONATION NORTH TEXASMANAGEMENT GP, LLC


AUTONATION NORTH TEXAS MANAGEMENT GP,LLC

AUTO COMPANY 2017-01, INC.







































AN CORPUS CHRISTI IMPORTS GP, LLC

AN CORPUS CHRISTI IMPORTS, LP

BY: AN CORPUS CHRISTI IMPORTS GP, LLC


AN F. IMPORTS OF HAWTHORNE HOLDING, LLC

AUTONATION ORLANDO VENTURE HOLDINGS,INC.

HILLARD AUTO GROUP, INC.

IRVINE TOYOTA/NISSAN/VOLVO LIMITEDPARTNERSHIP

BY: WEBB AUTOMOTIVE GROUP, INC.


LANCE CHILDREN, INC.

MACHOWARD LEASING HOLDING, LLC

Table of Contents

By: /s/ C. Coleman Edmunds

C. Coleman Edmunds President

MULLINAX USED CARS, INC.

PEYTON CRAMER INIFINITI HOLDING, LLC

TEXAS MANAGEMENT COMPANIES LP, LLC


BY: WEBB AUTOMOTIVE GROUP, INC.


CERRITOS BODY WORKS, INC.

CERRITOS BODY WORKS HOLDING, LLC

LOT 4 REAL ESTATE HOLDINGS, LLC

AN F. IMPORTS OF ROSEVILLE, INC.

FOX CHEVROLET, LLC

RI/LLC ACQUISITION CORP.

AN F. IMPORTS OF ROSEVILLE HOLDING, LLC

AN F. IMPORTS OF ATLANTA, LLC

AL FORT PAYNE MOTORS, LLC

NISSAN OF BRANDON, INC.

G.B. IMPORT SALES & SERVICE HOLDING, LLC

G.B. IMPORT SALES & SERVICE, LLC

OXNARD VENTURE HOLDINGS, INC

OXNARD EUROPEAN MOTORS, LLC

SACRAMENTO COLLISION, INC.

AUTONATION IMPORTS OF KATY GP, LLC AUTONATION IMPORTS OF KATY, L.P.

BY: AUTONATION IMPORTS OF KATY GP, LLC


AN MOTORS OF FEDERAL HIGHWAY, LLC

SUNRISE NISSAN OF ORANGE PARK, INC.

AN CENTRAL REGION MANAGEMENT, LLC

AUTO DEALERSHIP 2016-1, LLC AUTO DEALERSHIP 2016-2, LLC

AN F. IMPORTS OF NORTH PHOENIX, INC.

LAS VEGAS ANUSA, LLC

GILBERT ANUSA, LLC

TX ENNIS AUTOPLEX MOTORS, INC. TX MOTORS ON SOUTHWEST LOOP, INC. CA-CC FREMONT, INC. IRVINE BODY SHOP, INC.

CENTENNIAL COLLISION, INC.

Table of Contents

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael J.Jackson, C. Coleman Edmunds and Thomas J. Mila, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with fullpower of substitution and resubstitution for him or her and in his or her name, place, and stead in any and all capacities to sign any and all amendments(including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connectiontherewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to doand perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she mightor could do in person, hereby ratifying and confirming all that said attorneys-in-facts and agents or any of them, or the substitute or substitutes of any ofthem, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following person in the capacitiesand on the date indicated. Signature Title(s) Date

/s/ C. Coleman EdmundsC. Coleman Edmunds

President and Sole Director (as to corporate registrants)/Sole Manager (as tolimited liability company registrants) (Principal Executive Officer)

February 22, 2019

/s/ David E. SchoenbornDavid E. Schoenborn

Treasurer (Principal Financial Officer and Principal Accounting Officer)

February 22, 2019

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of therequirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,in the City of Fort Lauderdale, State of Florida, on February 22, 2019. ABRAHAM CHEVROLET-MIAMI, INC.

LUXURY ORLANDO IMPORTS, INC.

AN CADILLAC OF WPB, LLC

EASTERN REGION MANAGEMENT, LLC

AN FORT MYERS IMPORTS, LLC

AN IMPORTS OF FT. LAUDERDALE, INC.

AN IMPORTS ON WESTON ROAD, INC.

AN LUXURY IMPORTS OF COCONUT CREEK,INC.

AN LUXURY IMPORTS OF PALM BEACH, INC.

AN LUXURY IMPORTS OF PEMBROKE PINES,INC.

AN LUXURY IMPORTS OF SANFORD, LLC

AN LUXURY IMPORTS OF SARASOTA, INC.

AN MOTORS OF BROOKSVILLE, INC.

AUTONATION IMPORTS OF LONGWOOD, INC.

AUTONATION IMPORTS OF PALM BEACH, INC.

AUTONATION IMPORTS OF WINTER PARK, INC.

AUTONATION USA OF PERRINE, INC.

BEACON MOTORS, INC.

BENGAL MOTOR COMPANY, LTD. BY: BENGAL MOTORS, INC.


BENGAL MOTORS, INC.

BULL MOTORS, LLC

CARLISLE MOTORS, LLC

CHEVROLET WORLD, INC.

COASTAL CADILLAC, INC.

CONTEMPORARY CARS, INC.

D/L MOTOR COMPANY

DON MEALEY CHEVROLET, INC.

DON MEALEY IMPORTS, INC.

FIRST TEAM AUTOMOTIVE CORP.

FIRST TEAM FORD OF MANATEE, LTD. BY: FIRST TEAM MANAGEMENT, INC.


FIRST TEAM FORD, LTD.

BY: FIRST TEAM MANAGMENT, INC.


FIRST TEAM MANAGEMENT, INC.

GULF MANAGEMENT, INC.

JIM QUINLAN CHEVROLET CO.

KING’S CROWN FORD, INC.

L.P. EVANS MOTORS WPB, INC.

L.P. EVANS MOTORS, INC.

MAITLAND LUXURY IMPORTS, INC.

MEALEY HOLDINGS, INC.

MIKE SHAD FORD, INC.

MULLINAX FORD SOUTH, INC.

PEMBROKE MOTORS, INC.

RI/BB ACQUISITION CORP.

RI/HOLLYWOOD NISSANACQUISITION CORP.

RKR MOTORS, INC.

STAR MOTORS, LLC

STEVE MOORE CHEVROLET, LLC

SUTHERLIN IMPORTS, LLC

WALLACE FORD, LLC

AUTO DEALERSHIP V, LLC

AN COLLISION CENTER FTL SOUTH, INC.

HOLLYWOOD IMPORTS LIMITED, INC. AN MOTORS OF PEMBROKE, LLC EMPIRE SERVICES AGENCY, INC.

AMERICAN WAY MOTORS, INC.

AN H. IMPORTS OF ATLANTA, LLC

AN LUXURY IMPORTS OF MARIETTA, LLC

AN MOTORS OF MEMPHIS, INC.

AN T. IMPORTS OF ATLANTA, LLC

AN/MNI ACQUISITION CORP.

AUTONATION IMPORTS OF LITHIA SPRINGS, LLC

BILL AYARES CHEVROLET, LLC

CHUCK CLANCY FORD OF MARIETTA, LLC

COOK-WHITEHEAD FORD, INC.

COVINGTON PIKE MOTORS, INC.

DOBBS FORD OF MEMPHIS, INC.

DOBBS FORD, INC.

DOBBS MOBILE BAY, INC.

ED MULLINAX FORD, LLC

FOX MOTORS, LLC

GENE EVANS FORD, LLC

GEORGE SUTHERLIN NISSAN, LLC

GOVERNMENT BOULEVARD MOTORS, INC.

JOHN M. LANCE FORD, LLC

LEESBURG IMPORTS, LLC

LEESBURG MOTORS, LLC

MULLINAX EAST, LLC

MULLINAX FORD NORTH CANTON, INC.

NORTHPOINT CHEVROLET, LLC

SUTHERLIN H. IMPORTS, LLC

SUTHERLIN NISSAN, LLC

VALLEY CHEVROLET, LLC

WEST SIDE MOTORS, INC.

AUTO COMPANY XVII, INC.

AUTO DEALERSHIP VI, LLC

HVA IMPORTS, LLC HVM IMPORTS, LLC HVS MOTORS, LLC

MORTIMER COLLISION, LLC NY MT. KISCO LUXURY IMPORTS, INC. NY LUXURY MOTORS OF MT. KISCO, INC. NY WHITE PLAINS LUXURY IMPORTS, INC.

NY LNR LUXURY IMPORTS, INC.

AL F-L MOTORS, LLC GA CDJR MOTORS, LLC GA H IMPORTS, LLC GA HY IMPORTS, LLC GA COLUMBUS IMPORTS, LLC TN CDJR MOTORS, LLC

Table of Contents

By: /s/ Ronald J. Ardissone

Ronald J. Ardissone President

POWER OF ATTORNEY



/s/ Ronald J. ArdissoneRonald J. Ardissone

President and Sole Director (as to corporate registrants)/Manager (as to limitedliability company registrants) (Principal Executive Officer)

February 22, 2019

/s/ Robert Shane OldhamRobert Shane Oldham


February 22, 2019

BETHESDA LUXURY IMPORTS, LLC AUTO COMPANY XXVII, INC.

GERMANTOWN LUXURY IMPORTS, LLC

DELRAY LUXURY IMPORTS, INC.

WPB COLLISION, INC.

GA-CC COLUMBUS, INC. AUTO DEALERSHIP III, LLC

AUTO DEALERSHIP IV, LLC

NAPERVILLE IMPORTS, INC.

VILLAGE MOTORS, LLC

WESTMONT A. IMPORTS, INC.

WESTMONT B. IMPORTS, INC. WESTMONT COLLISION, INC.

WESTMONT M. IMPORTS, INC.

TOUSLEY FORD, INC.

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of therequirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,in the City of Cerritos, State of California, on February 22, 2019. AN COLLISION CENTER OF ADDISON, INC.

AN COLLISION CENTER OF NORTH HOUSTON,INC.

AN CORPUS CHRISTI T. IMPORTS GP, LLC

AN MOTORS ON SOUTH PADRE, LP

BY: AN CORPUS CHRISTI GP, LLC


AN CORPUS CHRISTI GP, LLC

AN CORPUS CHRISTI MOTORS, INC.

AN CORPUS CHRISTI T. IMPORTS, LP

BY: AN CORPUS CHRISTI T.IMPORTS GP, LLC


AN COUNTY LINE FORD, INC.


AN LUXURY IMPORTS, LTD.

BY: AN LUXURY IMPORTS GP, LLC


AUTO COMPANY VI, INC.

AUTO COMPANY VII, INC.

AUTO COMPANY XI, INC.

AUTONATION FORT WORTH MOTORS, LTD.

BY: AUTONATION GM GP, LLC


AUTONATION GM GP, LLC

BANKSTON FORD OF FRISCO, LTD. CO.

BANKSTON NISSAN LEWISVILLE GP, LLC

BANKSTON NISSAN LEWISVILLE, LTD.

BY: BANKSTON NISSAN LEWISVILLE GP,LLC


CHARLIE HILLARD, INC.

CHARLIE THOMAS CHEVROLET GP, LLC

CHARLIE THOMAS CHEVROLET, LTD.

BY: CHARLIE THOMASCHEVROLET GP, LLC


CHARLIE THOMAS’ COURTESY GP, LLC

CHARLIE THOMAS F. GP, LLC

CHARLIE THOMAS FORD, LTD.

BY: CHARLIE THOMAS F. GP, LLC


CHARLIE THOMAS` COURTESY FORD, LTD.

BY: CHARLIE THOMAS’ COURTESY GP, LLC


CORPUS CHRISTI COLLISION CENTER, INC.

CT INTERCONTINENTAL GP, LLC

CT INTERCONTINENTAL, LTD. BY: CT INTERCONTINENTAL GP, LLC


CT MOTORS, INC.

HOUSTON AUTO M. IMPORTS GREENWAY, LTD.

BY: HOUSTON IMPORTS GREENWAY GP, LLC


HOUSTON AUTO M. IMPORTS NORTH, LTD.

BY: HOUSTON IMPORTS NORTH GP, LLC


HOUSTON IMPORTS GREENWAY GP, LLC

HOUSTON IMPORTS NORTH GP, LLC

LEWISVILLE COLLISION, INC.

LEWISVILLE IMPORTS GP, LLC

LEWISVILLE IMPORTS, LTD. BY: LEWISVILLE IMPORTS GP, LLC


MARKS TRANSPORT, INC.

MIKE HALL CHEVROLET, INC.

NICHOLS FORD, LTD.

BY: NICHOLS GP, LLC


NICHOLS GP, LLC

PLAINS CHEVROLET GP, LLC

PLAINS CHEVROLET, LTD.

BY: PLAINS CHEVROLET GP, LLC


PORT CITY IMPORTS, INC.

RI/RMC ACQUISITION GP, LLC

RI/RMC ACQUISITION, LTD.

BY: RI/RMC ACQUISITION GP, LLC

ITS: GENERAL PARTNERRI/RMT ACQUISITION, LTD. BY: RI/RMT ACQUISITION GP, LLC


RI/RMT ACQUISITION GP, LLC

TEXAN FORD SALES, LTD.

BY: TEXAN SALES GP, LLC


TEXAN FORD, INC.

TEXAN SALES GP, LLC

WESTGATE CHEVROLET GP, LLC

WESTGATE CHEVROLET, LTD.

BY: WESTGATE CHEVROLET GP, LLC


AN F. IMPORTS OF NORTH DENVER, LLC

AN/CF ACQUISITION CORP.

C. GARRET, INC.

CENTENNIAL AUTOMOTIVE, LLC

CHESROWN CHEVROLET, LLC

CHESROWN COLLISION CENTER, INC.

EMICH SUBARU WEST, LLC

J-R MOTORS COMPANY NORTH

BY: WOODY CAPITAL INVESTMENT CO.III


BY: R. COOP LIMITED


BY: R.L. BUSCHER III, INC.


J-R MOTORS COMPANY SOUTH

BY: WOODY CAPITAL INVESTMENT CO II


BY: C. GARRETT, INC.


BY: R.L. BUSCHER II, INC.


R. COOP LIMITED

R.L. BUSCHER II, INC.

R.L. BUSCHER III, INC.

SOUTH BROADWAY MOTORS, LLC

SOUTHWEST MOTORS OF DENVER, LLC

WOODY CAPITAL INVESTMENT COMPANY II

AUTO MOTORS OF ENGLEWOOD, LLC

WOODY CAPITAL INVESTMENT COMPANY III

LUXURY WOODLANDS IMPORTS, INC.

WEST HOUSTON LUXURY IMPORTS, INC.

ALLEN SAMUELS CHEVROLET OF CORPUSCHRISTI, INC.

ALLEN SAMUELS CHEVROLET OF WACO, INC.

TX MOTORS OF NORTH RICHLAND HILLS, INC.

TX MOTORS ON KATY FREEWAY, INC.

TX ALLIANCE MOTORS, INC.

TX WEST HOUSTON MOTORS, INC.

KATY ANUSA, LLC

HOUSTON ANUSA, LLC

CORPUS CHRISTI ANUSA, LLC

Table of Contents

By: /s/ Steve Kwak

Steve Kwak President

TX-CC GALLERIA, INC.

TX-CC SPRING, INC.

TX-CC DALLAS, INC.

ALLISON BAVARIAN HOLDING, LLC

AN CHEVROLET—ARROWHEAD, INC.

AN COLLISION CENTER OF LAS VEGAS, INC.

AN COLLISION CENTER OF TEMPE, INC.

AN IMPORTS OF SPOKANE, INC.

AN IMPORTS OF STEVENS CREEK HOLDING,LLC

AN LUXURY IMPORTS HOLDING, LLC

AN LUXURY IMPORTS OF PHOENIX, INC.

AN LUXURY IMPORTS OF SPOKANE, INC.

AN LUXURY IMPORTS OF TUCSON, INC.

AN MOTORS OF SCOTTSDALE, LLC

AN NORTH PHOENIX COLLISION, INC.

AN SAN JOSE LUXURY IMPORTS HOLDINGS,LLC

AN SUBARU MOTORS, INC.

AN/PF ACQUISITION CORP.

APPLEWAY CHEVROLET, INC.

AUTO CAR HOLDING, LLC

AUTO COMPANY XIII, INC.

AUTO COMPANY XIV, INC.

AUTO COMPANY XXI, INC.

AUTO COMPANY XXV, INC.

AUTO DEALERSHIP IX, LLC

AUTO DEALERSHIP VIII, LLC

AUTO DEALERSHIP X, LLC AUTO DEALERSHIP XXIII, LLC

AUTO MISSION HOLDING, LLC

BELL MOTORS, LLC

BELLEVUE AUTOMOTIVE, INC.

BELLEVUE COLLISION, INC.

BROWN & BROWN CHEVROLET –SUPERSTITION SPRINGS, LLC

BROWN & BROWN CHEVROLET, INC.

BROWN & BROWN NISSAN MESA, L.L.C.

BROWN & BROWN NISSAN, INC.

CARWELL HOLDING, LLC

COSTA MESA CARS HOLDING, LLC

DESERT BUICK-GMC TRUCKS, L.L.C.

DESERT GMC, L.L.C.

DOBBS MOTORS OF ARIZONA, INC.

EDGREN MOTOR HOLDING, LLC


FREMONT LUXURY IMPORTS HOLDING, LLC

HENDERSON ANUSA, LLC

HOUSE OF IMPORTS HOLDING, LLC

IRVINE IMPORTS HOLDING, LLC

JOE MACPHERSON INFINITI HOLDING, LLC

JRJ INVESTMENTS, INC.

MACPHERSON ENTERPRISES, INC.

MAGIC ACQUISITION HOLDING, LLC

MR. WHEELS HOLDING, LLC

NEWPORT BEACH CARS HOLDING, LLC

NORTHWEST FINANCIAL GROUP, INC.

PEYTON CRAMER AUTOMOTIVE HOLDING, LLC

PEYTON CRAMER F. HOLDING, LLC

PHOENIX ANUSA, LLC

PIERCE, LLC

RENTON H IMPORTS, INC.

ROSEVILLE MOTOR HOLDING, LLC

SAHARA IMPORTS, INC.

SAHARA NISSAN, INC.

STEVENS CREEK HOLDING, LLC

STEVENS CREEK LUXURY IMPORTS HOLDING,LLC

TASHA INCORPORATED TEMPE AUTO IMPORTS,INC.

TERRY YORK MOTOR CARS HOLDING, LLC

VALENCIA AUTO IMPORTS HOLDING, LLC

VALENCIA B. IMPORTS HOLDING, LLC

VALENCIA H. IMPORTS HOLDING, LLC

VANDERBEEK MOTORS HOLDING, LLC

VINCE WIESE HOLDING, LLC

WEBB AUTOMOTIVE GROUP, INC.

AN WESTERN REGION MANAGEMENT, LLC

HENDERSON COLLISION, INC.

CHANDLER COLLISION, INC. MESA COLLISION INC. GILBERT BODY SHOP, INC. TEMPE BODY SHOP, INC.

T-WEST SALES & SERVICE, INC.

JLR LUXURY IMPORTS OF FREMONT, INC. IMPORTS ON PCH, INC.

TUCSON COLLISION, INC. AUTO DEALERSHIP 2016-5, LLC AUTO DEALERSHIP 2016-6, LLC AUTO DEALERSHIP 2016-7, LLC WEST COLORADO MOTORS, LLC

PLANO COLLISION, INC.

Table of Contents

POWER OF ATTORNEY



/s/ Steve KwakSteve Kwak

President and Sole Director (as to corporate registrants)/Manager (as to limitedliability company registrants) (Principal Executive Officer)

February 22, 2019

/s/ James Joseph MurphyJames Joseph Murphy Treasurer (Principal Financial Officer and Principal Accounting Officer)

February 22, 2019

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of therequirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,in the City of Costa Mesa, State of California, on February 22, 2019.

COSTA MESA CARS, INC. By: /s/ Kevin Oliff

Kevin Oliff President

POWER OF ATTORNEY



/s/ Kevin OliffKevin Oliff

President and Sole Director (Principal Executive Officer)

February 22, 2019

/s/ David Gregory MayberryDavid Gregory Mayberry


February 22, 2019

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of therequirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,in the City of Encinitas, State of California, on February 22, 2019.

AN LUXURY IMPORTS OF SAN DIEGO, INC. By: /s/ Darrin Fetterolf

Darrin Fetterolf President

POWER OF ATTORNEY



/s/ Darrin FetterolfDarrin Fetterolf


February 22, 2019

/s/ Ronald ShaefferRonald Shaeffer


February 22, 2019

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of therequirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,in the City of Vista, State of California, on February 22, 2019.

VISTACAL LUXURY IMPORTS, INC. By: /s/ Darrin Fetterolf

Darrin Fetterolf President

POWER OF ATTORNEY



/s/ Darrin FetterolfDarrin Fetterolf


February 22, 2019



February 22, 2019

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of therequirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,in the City of Buena Park, State of California, on February 22, 2019.

BUENA PARK LUXURY IMPORTS, INC. By: /s/ Jake Kahen

Jake Kahen President

POWER OF ATTORNEY



/s/ Jake KahenJake Kahen


February 22, 2019

/s/ Jordan FoxJordan Fox


February 22, 2019

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of therequirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,in the City of Valencia, State of California, on February 22, 2019.

VALENCIA H. IMPORTS, INC. By: /s/ John Anthony Turja

John Anthony Turja President

POWER OF ATTORNEY



/s/ John Anthony TurjaJohn Anthony Turja


February 22, 2019

/s/ Erin MarroneErin Marrone


February 22, 2019

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of therequirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,in the City of Torrance, State of California, on February 22, 2019.

CARWELL, LLC By: /s/ Sudhir Sood

Sudhir Sood President

POWER OF ATTORNEY



/s/ Sudhir SoodSudhir Sood

President and Manager (Principal Executive Officer)

February 22, 2019

/s/ Linda TerashitaLinda Terashita

Vice President, Secretary and Manager

February 22, 2019

/s/ David SheuDavid Sheu


February 22, 2019

Table of Contents

SIGNATURES


VINCE WIESE CHEVROLET, INC. By: /s/ Charles Coia

Charles Coia President

POWER OF ATTORNEY



/s/ Charles CoiaCharles Coia


February 22, 2019



February 22, 2019

Table of Contents

SIGNATURES


PEYTON CRAMER FORD

By: /s/ Dan Turner Dan Turner President

POWER OF ATTORNEY



/s/ Dan TurnerDan Turner


February 22, 2019

/s/ Elisa Da SilvaElisa Da Silva


February 22, 2019

Table of Contents

SIGNATURES


MAGIC ACQUISITION CORP.

By: /s/ Ara Printsian Ara Printsian President

POWER OF ATTORNEY



/s/ Ara PrintsianAra Printsian


February 22, 2019



February 22, 2019

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of therequirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,in the City of Tustin, State of California, on February 22, 2019.

JOE MACPHERSON FORD

By: /s/ Jeffrey Nicols Jeffrey Nicols President

POWER OF ATTORNEY



/s/ Jeffrey NicolsJeffrey Nicols


February 22, 2019



February 22, 2019

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of therequirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,in the City of Roseville, State of California, on February 22, 2019.

AUTO CAR, INC.

By: /s/ Leslie Braner Leslie Braner President

POWER OF ATTORNEY



/s/ Leslie BranerLeslie Braner


February 22, 2019

/s/ Kimberly JacksonKimberly Jackson


February 22, 2019

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of therequirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,in the City of Mountain View, State of California, on February 22, 2019.

ALLISON BAVARIAN

By: /s/ Pejman Roshan Pejman Roshan

POWER OF ATTORNEY



/s/ Pejman RoshanPejman Roshan


February 22, 2019

/s/ Douglas CrumlichDouglas Crumlich


February 22, 2019

Table of Contents

SIGNATURES


ROSEVILLE MOTOR CORPORATION

By: /s/ Mo Mehrpore Mo Mehrpore President

POWER OF ATTORNEY



/s/ Mo MehrporeMo Mehrpore


February 22, 2019



February 22, 2019

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of therequirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,in the City of Santa Clara, State of California, on February 22, 2019.

STEVENS CREEK MOTORS, INC.

By: /s/ Raymond Pezzi Raymond Pezzi President

POWER OF ATTORNEY



/s/ Raymond PezziRaymond Pezzi


February 22, 2019



February 22, 2019

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of therequirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,in the City of Encino, State of California, on February 22, 2019.

TERRY YORK MOTOR CARS, LTD.

By: /s/ Chance Corbitt Chance Corbitt President

POWER OF ATTORNEY



/s/ Chance CorbittChance Corbitt


February 22, 2019

/s/ Elisa Da SilvaElisa Da Silva


February 22, 2019

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of therequirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,in the City of Fremont, State of California, on February 22, 2019.

AN FREMONT LUXURY IMPORTS, INC.

By: /s/ Gretchen Sprenger Gretchen Sprenger President

POWER OF ATTORNEY



/s/ Gretchen SprengerGretchen Sprenger


February 22, 2019

/s/ Michael DunleavyMichael Dunleavy


February 22, 2019

Table of Contents

SIGNATURES


PEYTON CRAMER AUTOMOTIVE

By: /s/ William Haisley William Haisley President

POWER OF ATTORNEY



/s/ William HaisleyWilliam Haisley


February 22, 2019



February 22, 2019

Table of Contents

SIGNATURES


VALENCIA B. IMPORTS, INC.

By: /s/ Kharen Pilikyan Kharen Pilikyan President

POWER OF ATTORNEY



/s/ Kharen PilikyanKharen Pilikyan


February 22, 2019



February 22, 2019

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of therequirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,in the City of Newport Beach, State of California, on February 22, 2019.

NEWPORT BEACH CARS, LLC

By: /s/ Timothy Tauber Timothy Tauber President

POWER OF ATTORNEY



/s/ Timothy TauberTimothy Tauber

President and Director (Principal Executive Officer)

February 22, 2019



February 22, 2019

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of therequirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,in the City of Fremont, State of California, on February 22, 2019.

EDGREN MOTOR COMPANY, INC.

By: /s/ Joey Kohistani Joey Kohistani President

POWER OF ATTORNEY



/s/ Joey KohistaniJoey Kohistani


February 22, 2019



February 22, 2019

Table of Contents

SIGNATURES


VANDERBEEK MOTORS, INC.

By: /s/ Ryan Nelson Ryan Nelson President

POWER OF ATTORNEY



/s/ Ryan NelsonRyan Nelson


February 22, 2019

/s/ Jason Gilevski/s/ Jason Gilevski

Vice President, Secretary and Director

February 22, 2019

/s/ Thomas HoodThomas Hood

Vice President and Director

February 22, 2019



February 22, 2019

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of therequirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,in the City of Tustin, State of California, on February 22, 2019.

JOE MACPHERSON INFINITI

By: /s/ Steve Kwak Steve Kwak President

POWER OF ATTORNEY





February 22, 2019



February 22, 2019

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of therequirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,in the City of Santa Clara, State of California, on February 22, 2019.

AN IMPORTS OF STEVENS CREEK, INC.

By: /s/ Robert Stuban Robert Stuban President

POWER OF ATTORNEY



/s/ Robert StubanRobert Stuban


February 22, 2019



February 22, 2019

Table of Contents

SIGNATURES


HOUSE OF IMPORTS, INC.

By: /s/ Mark LeCompte Mark LeCompte President

POWER OF ATTORNEY



/s/ Mark LeCompteMark LeCompte


February 22, 2019

/s/ Jordan FoxJordan Fox


February 22, 2019

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of therequirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,in the City of San Jose, State of California, on February 22, 2019.

AN SAN JOSE LUXURY IMPORTS, INC.

By: /s/ Patrick Terhaar Patrick Terhaar President

POWER OF ATTORNEY



/s/ Patrick TerhaarPatrick Terhaar


February 22, 2019

/s/ Kevin SitchKevin Sitch

Vice President, Secretary and Director

February 22, 2019

/s/ Linda ClemitLinda Clemit


February 22, 2019

Table of Contents

SIGNATURES


STEVENS CREEK LUXURY IMPORTS, INC.

By: /s/ Kevin Sitch Kevin Sitch President

POWER OF ATTORNEY



/s/ Kevin SitchKevin Sitch


February 22, 2019



February 22, 2019

Table of Contents

SIGNATURES


AUTO COMPANY XXII, INC.

By: /s/ Stan Mojaisky Stan Mojaisky President

POWER OF ATTORNEY



/s/ Stan MojaiskyStan Mojaisky


February 22, 2019



February 22, 2019

Table of Contents

SIGNATURES


AUTO COMPANY XXIII, INC.

By: /s/ James Garwick James Garwick President

POWER OF ATTORNEY



/s/ James GarwickJames Garwick


February 22, 2019



February 22, 2019

Table of Contents

SIGNATURES


AN VALENCIA AUTO IMPORTS, INC.

By: /s/ Kharen Pilikyan Kharen Pilikyan President

POWER OF ATTORNEY



/s/ Kharen PilikyanKharen Pilikyan


February 22, 2019



February 22, 2019

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of therequirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,in the City of Cerritos, State of California, on February 22, 2019.

MR. WHEELS, INC.


POWER OF ATTORNEY





February 22, 2019

/s/ Edna Reyes DumaualEdna Reyes Dumaual


February 22, 2019

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of therequirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,in the City of Irvine, State of California, on February 22, 2019.

IRVINE IMPORTS, INC.


POWER OF ATTORNEY





February 22, 2019



February 22, 2019

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of therequirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,in the City of Hayward, State of California, on February 22, 2019.

AUTO MISSION, LTD.


POWER OF ATTORNEY





February 22, 2019



February 22, 2019

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of therequirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,in the City of Cerritos, State of California, on February 22, 2019.

BARGAIN RENT-A- CAR


POWER OF ATTORNEY





February 22, 2019

/s/ Edna Reyes DumaualEdna Reyes Dumaual


February 22, 2019

Table of Contents

SIGNATURES


FIT KIT, INC.


POWER OF ATTORNEY





February 22, 2019

/s/ Evan BrockEvan Brock


February 22, 2019

Table of Contents

SIGNATURES


AUTONATION HOLDING CORP.

By: /s/ C. Coleman Edmunds C. Coleman Edmunds President

POWER OF ATTORNEY





February 22, 2019

/s/ David SchoenbornDavid Schoenborn


February 22, 2019

/s/ Guillermo Pernas, Jr.Guillermo Pernas, Jr.

Director

February 22, 2019

Table of Contents

SIGNATURES


AUTONATION.COM, INC.

By: /s/ Damoon Eawaz Damoon Eawaz President

POWER OF ATTORNEY



/s/ Damoon EawazDamoon Eawaz


February 22, 2019

/s/ Damoon EawazDamoon Eawaz


February 22, 2019

Table of Contents

SIGNATURES


AUTONATION BENEFITS COMPANY, INC.

By: /s/ Maureen Redman Maureen Redman President

POWER OF ATTORNEY



/s/ Maureen RedmanMaureen Redman

President (Principal Executive Officer)

February 22, 2019

/s/ Davis E. SchoenbornDavis E. Schoenborn


February 22, 2019


Director

February 22, 2019

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of therequirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,in the City of Gardena, State of California, on February 22, 2019.

PRIME AUTO RESOURCES, INC.

By: /s/ Lewis Beshoff Lewis Beshoff President

POWER OF ATTORNEY



/s/ Lewis BeshoffLewis Beshoff


February 22, 2019

/s/ Anita Gayle EvansAnita Gayle Evans


February 22, 2019

Table of Contents

SIGNATURES


PRIME AUTO COSMETICS, INC.

By: /s/ Nick Anderson Nick Anderson President

POWER OF ATTORNEY



/s/ Nick AndersonNick Anderson


February 22, 2019



February 22, 2019

Table of Contents

SIGNATURES


ACP AUTO PARTS, LLC

By: /s/ Scott Arnold Scott Arnold President

POWER OF ATTORNEY



/s/ Scott ArnoldScott Arnold

President (Principal Executive Officer)

February 22, 2019


Vice President, Secretary and Sole Manager

February 22, 2019

/s/ David E. SchoenbornDavid E. Schoenborn


February 22, 2019

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of therequirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,in the City of Irvine, State of California, on February 22, 2019.

AUTO COMPANY XIX, INC.

By: /s/ Dan Comouche Dan Comouche President

POWER OF ATTORNEY



/s/ Dan ComoucheDan Comouche


February 22, 2019



February 22, 2019

Exhibit 5.1

[Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP]

February 22, 2019

AutoNation, Inc.200 SW 1st AvenueFort Lauderdale, FL 33301 RE: AutoNation, Inc.

Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as special counsel to AutoNation, Inc., a Delaware corporation (the “Company”), in connection with the registration statementon Form S-3 (the “Registration Statement”), to be filed on the date hereof by the Company with the Securities and Exchange Commission (the“Commission”) under the Securities Act of 1933 (the “Securities Act”). The Registration Statement relates to the issuance and sale from time to time by theCompany, pursuant to Rule 415 of the General Rules and Regulations promulgated under the Securities Act (the “Rules and Regulations”), of the followingsecurities of the Company: (i) shares of common stock, par value $0.01 per share (the “Common Stock”); (ii) shares of preferred stock, par value $0.01 pershare (the “Preferred Stock”), which may be issued in one or more series; (iii) debt securities (the “Debt Securities”), which may be issued in one or moreseries under the Indenture, dated as of April 14, 2010 (the “Indenture”), between the Company and Wells Fargo Bank, National Association, as trustee (the“Trustee”), which is incorporated by reference as an exhibit to the Registration Statement; (iv) warrants to purchase shares of Common Stock, shares ofPreferred Stock, Debt Securities or other securities (the “Warrants”), which may be issued pursuant to one or more warrant agreements (each, a “WarrantAgreement”) proposed to be entered into between the Company and one or more warrant agents to be named therein (each, a “Warrant Agent”); (v)subscription rights to purchase shares of Common Stock, shares of Preferred Stock, Debt Securities or other securities (the “Subscription Rights”), whichmay be issued under one or more subscription rights certificates (each, a “Subscription Rights Certificate”) and/or pursuant to one or more subscriptionrights agreements (each, a “Subscription Rights Agreement”) proposed to be entered into between the Company and one or more subscription agents to benamed therein (each, a “Subscription Agent”); (vi) fractional shares of Preferred Stock represented

AutoNation, Inc.February 22, 2019Page 2 by depositary shares (the “Depositary Shares”) evidenced by depositary receipts (the “Receipts”), which may be issued pursuant to one or more depositagreements (each, a “Deposit Agreement”) proposed to be entered into between the Company and a bank or trust company to be named therein (the “BankDepositary”); (vii) stock purchase contracts of the Company (the “Stock Purchase Contracts”) obligating the holders thereof to purchase from or sell to theCompany, and the Company to sell to or purchase from such holders, shares of Common Stock, shares of Preferred Stock or Depositary Shares at a futuredate or dates, which may be issued under one or more purchase contract agreements (each, a “Purchase Contract Agreement”) proposed to be entered intoby the Company and one or more purchase contract agents to be named therein (the “Purchase Contract Agents”); (viii) units (the “Units”) consisting ofCommon Stock, Preferred Stock, Debt Securities, Warrants, Depositary Shares or Stock Purchase Contracts or any combination of those securities, whichmay be issued under one or more agreements (each, a “Unit Agreement”) proposed to be entered into by the Company and one or more agents to be namedtherein (each, a “Unit Agent”); and (ix) such indeterminate amount and number of each class of the foregoing securities as may be issued upon conversion,exchange, exercise or settlement, as applicable, of any other securities that provide for such conversion, exchange, exercise or settlement (collectively,“Indeterminate Securities”). The Common Stock, Preferred Stock, Debt Securities, Warrants, Subscription Rights, Depositary Shares, Stock PurchaseContracts, Units and Indeterminate Securities offered pursuant to the Registration Statement are collectively referred to herein as the “Offered Securities.”

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

In rendering the opinions stated herein, we have examined and relied upon the following: (i) the Registration Statement; (ii) the Indenture;(iii) a specimen certificate representing the Common Stock; (iv) an executed copy of a certificate of Thomas J. Mila, Assistant Secretary of the Company,dated as of the date hereof (the “Assistant Secretary’s Certificate”); (v) a copy of the Certificate of Incorporation of the Company, as certified by theSecretary of State of the State of Delaware as of the date hereof and certified pursuant to the Assistant Secretary’s Certificate (the “Certificate ofIncorporation”); (vi) a copy of the Bylaws of the Company, as amended and in effect as of the date hereof and certified pursuant to the Assistant Secretary’sCertificate (the “Bylaws”); and (vii) a copy of certain resolutions of the board of directors of the Company (the “Board of Directors”) adopted on February15, 2019, certified pursuant to the Assistant Secretary’s Certificate.

AutoNation, Inc.February 22, 2019Page 3

We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and suchagreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such otherdocuments as we have deemed necessary or appropriate as a basis for the opinions stated below.

In our examination, we have assumed the genuineness of all signatures, including endorsements, the legal capacity and competency of allnatural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us asfacsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. As to any facts relevant to the opinions stated hereinthat we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Companyand others and of public officials.

We do not express any opinion with respect to the laws of any jurisdiction other than (i) those laws of the State of New York that, in ourexperience, are normally applicable to transactions of the type contemplated by the Registration Statement and (ii) the General Corporation Law of the Stateof Delaware (the “DGCL”) (all of the foregoing being referred to as “Opined on Law”). The Offered Securities may be issued from time to time on adelayed or continuous basis, and this opinion is limited to the laws, including the rules and regulations, as in effect on the date hereof, which laws aresubject to change with possible retroactive effect.

As used herein, “Transaction Agreements” means the Indenture and the supplemental indentures and officer’s certificates establishing the termsof the Debt Securities pursuant thereto, the Warrant Agreements, the Subscription Rights Agreements, the Deposit Agreements, the Purchase ContractAgreements, the Unit Agreements and any applicable underwriting or purchase agreement.

The opinions stated in paragraphs 1 through 8 below presume that all of the following (collectively, the “general conditions”) shall haveoccurred prior to the issuance of the Offered Securities referred to therein: (i) the Registration Statement, as finally amended (including all necessary post-effective amendments), has become effective under the Securities Act; (ii) an appropriate prospectus supplement or term sheet with respect to such OfferedSecurities has been prepared, delivered and filed in compliance with the Securities Act and the applicable Rules and Regulations; (iii) the applicableTransaction Agreements shall have been duly authorized, executed and delivered by the Company and the other parties thereto,

AutoNation, Inc.February 22, 2019Page 4 including, if such Offered Securities are to be sold or otherwise distributed pursuant to a firm commitment underwritten offering, the underwritingagreement or purchase agreement with respect thereto; (iv) the Board of Directors of the Company, including any duly authorized committee thereof, shallhave taken all necessary corporate action to approve the issuance and sale of such Offered Securities and related matters and appropriate officers of theCompany have taken all related action as directed by or under the direction of the Board of Directors of the Company; and (v) the terms of the applicableTransaction Agreements and the issuance and sale of such Offered Securities have been duly established in conformity with the Certificate of Incorporation(as then in effect) so as not to violate any applicable law, the Certificate of Incorporation (as then in effect) or the Bylaws (as then in effect), or result in adefault under or breach of any agreement or instrument binding upon the Company, and so as to comply with any requirement or restriction imposed by anycourt or governmental body having jurisdiction over the Company.

Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that:

1. With respect to the shares of any Common Stock to be offered by the Company pursuant to the Registration Statement, including any IndeterminateSecurities (the “Offered Common Stock”), when (i) the general conditions have been satisfied; (ii) if the Offered Common Stock is to be certificated,certificates in the form required under the DGCL representing the shares of Offered Common Stock have been duly executed and countersigned; and(iii) the shares of Offered Common Stock are registered in the Company’s share registry and delivered upon payment of the agreed-uponconsideration therefor, the shares of Offered Common Stock (including any Common Stock duly issued upon conversion, exchange or exercise of anyPreferred Stock, Debt Securities, Warrants, Depositary Shares or Units), when issued and sold or otherwise distributed in accordance with theprovisions of the applicable Transaction Agreement, will be duly authorized by all requisite corporate action on the part of the Company under theDGCL and validly issued, fully paid and nonassessable, provided that the consideration therefor is not less than $0.01 per share of Common Stock.

2. With respect to the shares of any series of Preferred Stock to be offered by the Company pursuant to the Registration Statement, including anyIndeterminate Securities (the “Offered Preferred Stock”), when (i) the general conditions have been satisfied; (ii) the Board of Directors, or a dulyauthorized committee thereof, has duly adopted a Certificate of Designation for the Offered Preferred Stock in accordance with the applicableprovisions of the DGCL (the “Certificate of Designation”); (iii) the filing of the Certificate of Designation with the Secretary of State of


the State of Delaware has duly occurred; (iv) if the Offered Preferred Stock is to be certificated, certificates in the form required under the DGCLrepresenting the shares of Offered Preferred Stock have been duly executed and countersigned; and (v) the shares of Offered Preferred Stock areregistered in the Company’s share registry and delivered upon payment of the agreed-upon consideration therefor, the shares of the Offered PreferredStock (including any Preferred Stock duly issued upon conversion, exchange or exercise of any Preferred Stock, Debt Securities, Warrants,Depositary Shares or Units), when issued and sold or otherwise distributed in accordance with the applicable Transaction Agreement, will be dulyauthorized by all requisite corporate action on the part of the Company under the DGCL and validly issued, fully paid and nonassessable, providedthat the consideration therefor is not less than $0.01 per share of Preferred Stock.

3. With respect to any series of Debt Securities to be offered by the Company pursuant to the Registration Statement, including any IndeterminateSecurities constituting Debt Securities of such series (the “Offered Debt Securities”), when (i) the general conditions shall have been satisfied; (ii) theIndenture and any supplemental indenture related to such Offered Debt Securities has been duly qualified under the Trust Indenture Act of 1939, asamended; (iii) the issuance, sale and terms of the Offered Debt Securities and related matters have been approved and established in conformity withthe applicable Transaction Agreements; and (iv) the certificates evidencing the Offered Debt Securities have been issued in a form that complies withthe applicable Transaction Agreements and have been duly executed and authenticated in accordance with the provisions of the Indenture and anyother applicable Transaction Agreements and issued and sold or otherwise distributed in accordance with the provisions of the applicable TransactionAgreement upon payment of the agreed-upon consideration therefor, the Offered Debt Securities will constitute valid and binding obligations of theCompany, enforceable against the Company in accordance with their respective terms under the laws of the State of New York.

4. With respect to any Warrants to be offered by the Company pursuant to the Registration Statement, including any Indeterminate Securitiesconstituting Warrants (the “Offered Warrants”), when (i) the general conditions shall have been satisfied; (ii) the Common Stock, Preferred Stockand/or Debt Securities for which the Offered Warrants are exercisable have been duly authorized for issuance by the Company; and (iii) certificatesevidencing the Offered Warrants have been duly executed, delivered and countersigned in accordance with the provisions of


the applicable Warrant Agreement, the Offered Warrants, when issued and sold or otherwise distributed in accordance with the applicable TransactionAgreement upon payment of the agreed-upon consideration therefor, will constitute valid and binding obligations of the Company, enforceableagainst the Company in accordance with their respective terms under the laws of the State of New York.

5. With respect to any Subscription Rights to be offered by the Company pursuant to the Registration Statement, including any Indeterminate Securitiesconstituting Subscription Rights (the “Offered Subscription Rights”), when (i) the general conditions shall have been satisfied; (ii) the CommonStock, Preferred Stock and/or Debt Securities relating to such Offered Subscription Rights have been duly authorized for issuance by the Company;and (iii) the Subscription Rights Certificates have been duly executed, delivered and countersigned in accordance with the provisions of the applicableSubscription Rights Agreement, the Offered Subscription Rights, when issued and sold or otherwise distributed in accordance with the provisions ofthe applicable Transaction Agreement upon payment of the agreed-upon consideration therefor, will constitute valid and binding obligations of theCompany, enforceable against the Company in accordance with their respective terms under the laws of the State of New York.

6. With respect to any Depositary Shares to be offered by the Company pursuant to the Registration Statement, including any Indeterminate Securitiesconstituting Depositary Shares (the “Offered Depositary Shares”), when (i) the general conditions shall have been satisfied; (ii) the Preferred Stockrelating to such Offered Depositary Shares have been duly authorized for issuance by the Company; (iii) the Offered Depositary Shares have beenduly executed, delivered, countersigned, issued and sold in accordance with the provisions of the applicable Deposit Agreement, and the OfferedDepositary Shares have been delivered to the Bank Depositary for deposit in accordance with the applicable Deposit Agreement; and (iv) the Receiptsevidencing the Offered Depositary Shares have been duly issued against deposit of the related shares of Preferred Stock with the Bank Depositary inaccordance with the applicable Deposit Agreement, such Deposit Agreement will constitute a legally valid and binding obligation of the Company,enforceable against the Company in accordance with its respective terms under the laws of the State of New York.

AutoNation, Inc.February 22, 2019Page 7 7. With respect to any Stock Purchase Contracts to be offered by the Company pursuant to the Registration Statement, including the Indeterminate

Securities constituting Stock Purchase Contracts (the “Offered Stock Purchase Contracts”), when (i) the general conditions shall have been satisfied;(ii) the Common Stock, Preferred Stock or Depositary Shares relating to such Offered Stock Purchase Contracts have been duly authorized forissuance by the Company; and (iii) the Offered Stock Purchase Contracts have been duly executed, delivered and countersigned in accordance withthe provisions of the applicable Purchase Contract Agreement, the Offered Stock Purchase Contracts, when issued and sold or otherwise distributed inaccordance with the provisions of the applicable Transaction Agreement upon payment of the agreed-upon consideration therefor, will constitute validand binding obligations of the Company, enforceable against the Company in accordance with their respective terms under the laws of the State ofNew York.

8. With respect to any Units to be offered by the Company pursuant to the Registration Statement, including any Indeterminate Securities constitutingUnits (the “Offered Units”), when (i) the general conditions shall have been satisfied; (ii) the Common Stock, Preferred Stock, Debt Securities,Warrants, Depositary Shares or Stock Purchase Contracts relating to such Offered Units have been duly authorized for issuance by the Company; and(iii) certificates evidencing the Offered Units have been duly executed, delivered and countersigned in accordance with the provisions of theapplicable Unit Agreement, the Offered Units, when issued and sold or otherwise distributed in accordance with the applicable TransactionAgreement upon payment of the agreed-upon consideration therefor, will constitute valid and binding obligations of the Company, enforceableagainst the Company in accordance with their respective terms under the laws of the State of New York.

The opinions stated herein are subject to the following qualifications:

(a) the opinions stated herein are limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, preference and othersimilar laws affecting creditors’ rights generally, and by general principles of equity (regardless of whether enforcement is sought in equity or at law);

(b) we do not express any opinion with respect to any law, rule or regulation that is applicable to any party to any of the Transaction Agreements orthe transactions contemplated thereby solely because such law, rule or regulation is part of a regulatory regime applicable to any such party or any of itsaffiliates as a result of the specific assets or business operations of such party or such affiliates;


(c) except to the extent expressly stated in the opinions contained herein, we have assumed that each of the Transaction Agreements constitutes thevalid and binding obligation of each party to such Transaction Agreement, enforceable against such party in accordance with its terms;

(d) we do not express any opinion with respect to the enforceability of any provision contained in any Transaction Agreement relating to anyindemnification, contribution, exculpation, release or waiver that may be contrary to public policy or violative of federal or state securities laws, rules orregulations;

(e) we do not express any opinion with respect to the enforceability of any provision of any Transaction Agreement to the extent that such sectionpurports to bind the Company to the exclusive jurisdiction of any particular federal court or courts;

(f) we call to your attention that irrespective of the agreement of the parties to any Transaction Agreement, a court may decline to hear a case ongrounds of forum non conveniens or other doctrine limiting the availability of such court as a forum for resolution of disputes; in addition, we call to yourattention that we do not express any opinion with respect to the subject matter jurisdiction of the federal courts of the United States of America in any actionarising out of or relating to any Transaction Agreement;

(g) we have assumed that the choice of New York law to govern the Indenture and any supplemental indentures thereto is a valid and legal provision;

(h) we have assumed that New York law will be chosen to govern the Warrant Agreements, the Subscription Rights Agreements, the DepositAgreements, the Purchase Contract Agreements and the Unit Agreements, and that such choice is and will be a valid and legal provision;

(i) we have assumed that each of the Indenture, any supplemental indentures thereto, the Warrant Agreements, Deposit Agreements, SubscriptionRights Agreements, Purchase Contract Agreements and the Unit Agreements has been or will be duly authorized, executed and delivered by the Trustee,Warrant Agents, Bank Depositary, Subscription Agents, Purchase Contract Agents and Unit Agents, as the case may be, and that any Debt Securities,Warrants, Receipts, Subscription Rights Certificates, Stock Purchase Contracts and Units that may be issued will be manually authenticated, signed orcountersigned, as the case may be, by duly authorized officers of the applicable Trustee, Warrant Agent, Depositary, Subscription Agent, Purchase ContractAgent and Unit Agent, as the case may be;


(j) we do not express any opinion with respect to the enforceability of any provision contained in any Transaction Agreement providing for indemnityby any party thereto against any loss in obtaining the currency due to such party under any Transaction Agreement from a court judgment in anothercurrency; and

(k) we have assumed that the choice of a currency other than U.S. dollars as the currency in which any Offered Debt Securities may be denominateddoes not contravene any exchange control or other laws of the jurisdiction of any such currency, and further we call to your attention that a court may notaward a judgment in any currency other than U.S. dollars.

In addition, in rendering the foregoing opinions we have assumed that neither the execution and delivery by the Company of the TransactionAgreements to which the Company is a party nor the performance by the Company of its obligations thereunder, including the issuance and sale of theapplicable Offered Securities: (i) constitutes or will constitute a violation of, or a default under, any lease, indenture, instrument or other agreement to whichthe Company or its property is subject; (ii) contravened or will contravene any order or decree of any governmental authority to which the Company or itsproperty is subject; (iii) violates or will violate any law, rule or regulation to which the Company or its property is subject (except that we do not make theassumption set forth in this clause (iii) with respect to the Opined-on Law); or (iv) requires or will require the consent, approval, licensing or authorizationof, or any filing, recording or registration with, any governmental authority under any law, rule or regulation of any jurisdiction.

We hereby consent to the reference to our firm under the heading “Legal Matters” in the prospectus forming part of the Registration Statement.We also hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving this consent, we do notthereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations. Thisopinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes inthe facts stated or assumed herein or of any subsequent changes in applicable laws.

Very truly yours,

/s/ Skadden, Arps, Slate, Meagher & Flom LLP

BWD

Exhibit 5.2

AutoNation, Inc.200 SW 1st Avenue

Fort Lauderdale, FL 33301

February 22, 2019

AutoNation, Inc.200 SW 1st AvenueFort Lauderdale, FL 33301 Re: AutoNation, Inc.

Registration Statement on Form S-3

Ladies and Gentlemen:

I am Executive Vice President, General Counsel and Corporate Secretary of AutoNation, Inc., a Delaware corporation (the “ Company ”), and in suchcapacity have acted as counsel to the Company and the Subsidiary Guarantors (as defined below) in connection with the registration statement on Form S-3(the “ Registration Statement ”), to be filed on the date hereof by the Company and the Subsidiary Guarantors (as defined below) with the Securities andExchange Commission (the “ Commission ”) under the Securities Act of 1933 (the “ Securities Act ”). The Registration Statement relates to, among otherthings, the issuance and sale from time to time, pursuant to Rule 415 of the General Rules and Regulations promulgated under the Securities Act (the “Rules and Regulations ”), of guarantees of debt securities of the Company, which may be issued in one or more series (the “ Debt Securities ”), bysubsidiaries of the Company (the “ Subsidiary Guarantees ”), including Subsidiary Guarantees by the subsidiaries of the Company listed on Schedule Ihereto (the “ Subsidiary Guarantors ”). Any Debt Securities are to be issued pursuant to the Indenture, dated as of April 14, 2010, between the Company andWells Fargo Bank, National Association, as trustee (the “ Trustee ”), which is incorporated by reference as an exhibit to the Registration Statement (the “Indenture ”).

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

In rendering the opinion stated herein, I have examined and relied upon the following: (i) the Registration Statement; (ii) the Indenture; (iii) theapplicable certificate or articles of incorporation and bylaws, certificate of formation, limited liability company agreement or limited partnership agreement,as applicable, of each Subsidiary Guarantor, in each case as amended to date; (iv) copies of certain resolutions of the directors, managers, general partners,stockholders and/or members, as applicable, of each of the Subsidiary Guarantors, dated February 21, 2019; and (v) copies of certain resolutions of theBoard of Directors of the Company, adopted on February 15, 2019.

I have also examined originals or copies, certified or otherwise identified to my satisfaction, of such records of the Company and the SubsidiaryGuarantors and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and theSubsidiary Guarantors and others and such other documents as I have deemed necessary or appropriate as a basis for the opinion stated below.

In my examination, I have assumed the genuineness of all signatures, including endorsements, the legal capacity and competency of all naturalpersons, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as facsimile,electronic, certified or photostatic copies, and the authenticity of the originals of such copies. In making my examination of executed documents, I haveassumed (i) that the parties thereto, other than the Company and the Subsidiary Guarantors, had or will have the power, corporate or other, to enter into andperform all obligations thereunder and (ii) the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties ofsuch documents and the validity and binding effect thereof on such parties. I have assumed that any Debt Securities that may be issued will be issued in aform that complies with the Indenture and any supplemental indenture to be entered into in connection with the issuance of such Debt Securities and will bemanually signed or countersigned, as the case may be, by a duly authorized officer of the Trustee. I have also assumed that the Subsidiary Guarantors havebeen duly organized and are and will continue to be validly existing in good standing, and have and will continue to have the requisite legal status and legalcapacity under the laws of their respective jurisdictions of organization and that the Subsidiary Guarantors have complied and will comply with all aspectsof the laws of all relevant jurisdictions (including the laws of their respective jurisdictions of organization) in connection with the transactions contemplatedby the Indenture and the Registration Statement. In addition, I have also assumed that the terms of the Debt Securities and the Subsidiary Guarantees willhave been established so as not to, and that the execution and delivery by the Company and the Subsidiary Guarantors of, and the performance of theirobligations under, the Indenture, any supplemental indenture to be entered into in connection with the issuance of Debt Securities and the SubsidiaryGuarantees will not, violate, conflict with or constitute a default under (1) any agreement or instrument to which the Company or any of the SubsidiaryGuarantors is subject, (2) any law, rule or regulation to which the Company or any of the Subsidiary Guarantors is subject, (3) any judicial or regulatoryorder or decree of any governmental authority or (4) any consent, approval, license, authorization or validation of, or filing, recording or registration with,any governmental authority. I have also assumed that the choice of New York law to govern the Indenture, any supplemental indentures thereto and theSubsidiary Guarantees is a valid and legal provision. As to any facts relevant to the opinion stated herein that I did not independently establish or verify, Ihave relied upon statements and representations of officers and other representatives of the Company, the Subsidiary Guarantors and others and of publicofficials.

I am a member of the Florida Bar and express no opinion as to the laws of any jurisdiction other than (i) the laws of the State of Florida, (ii) thecorporate and limited liability company statutes listed on Schedule II hereto, (iii) the limited partnership statutes set forth on Schedule III hereto, (iv) thegeneral partnership statutes set forth on Schedule IV hereto, and (v) to the extent that judicial or regulatory orders or decrees or consents, approvals,licenses, authorizations, validations, filings, recordings or registrations with governmental authorities are relevant, to those required under such laws (all ofthe foregoing being referred to as “ Opined on Law ”). The Debt Securities and Subsidiary Guarantees may be issued from time to time on a

2

delayed or continuous basis, and this opinion is limited to the laws, including the Rules and Regulations, as in effect on the date hereof, which laws aresubject to change with possible retroactive effect. I do not express any opinion as to the effect of any law (other than Opined on Law) on the opinions statedherein. Insofar as the opinion expressed herein relates to matters governed by laws other than Opined on Law, I have assumed, without having made anyindependent investigation, that such laws do not affect the opinion set forth herein.

Based upon the foregoing and subject to the qualifications and assumptions stated herein, it is my opinion that:

With respect to any Subsidiary Guarantee to be offered by any Subsidiary Guarantor of Debt Securities to be offered by the Company pursuant to theRegistration Statement (the “ Offered Subsidiary Guarantee ”), when (a) the Registration Statement, as finally amended (including all necessary post-effective amendments), has become effective under the Securities Act and the Indenture and any supplemental indenture related to such Offered SubsidiaryGuarantee has been qualified under the Trust Indenture Act of 1939, as amended; (b) an appropriate prospectus supplement or term sheet with respect to theOffered Subsidiary Guarantee has been prepared, delivered and filed in compliance with the Securities Act and the applicable Rules and Regulations; (c) ifthe Offered Subsidiary Guarantee is to be issued pursuant to a firm commitment underwritten offering, an underwriting agreement with respect to theOffered Subsidiary Guarantee has been duly authorized, executed and delivered by such Subsidiary Guarantor and the other parties thereto; (d) all necessaryentity action, including any required action by such Subsidiary Guarantor’s board of directors or managers, or any authorized committee thereof, or by suchSubsidiary Guarantor’s members, as applicable, or by appropriate officers of such Subsidiary Guarantors, or other action has been taken by such SubsidiaryGuarantor to approve the issuance and terms of the Offered Subsidiary Guarantee and related matters; (e) the Indenture and any supplemental indenture inrespect of such Offered Subsidiary Guarantee have been duly authorized, executed and delivered by each party thereto; (f) the terms of the OfferedSubsidiary Guarantee and of its issuance and sale have been duly established in conformity with the Indenture and any supplemental indenture to be enteredinto in connection with the issuance of such Offered Subsidiary Guarantee so as not to violate any applicable law, the applicable certificate or articles ofincorporation (as then in effect) and bylaws (as then in effect), certificate of formation (as then in effect), limited liability company agreement (as then ineffect) or limited partnership agreement (as then in effect), as applicable, of each Subsidiary Guarantor or result in a default under or breach of anyagreement or instrument binding upon a Subsidiary Guarantor, and so as to comply with any requirement or restriction imposed by any court orgovernmental authority having jurisdiction over the Subsidiary Guarantors or the Trustee; and (g) the Offered Subsidiary Guarantee has been issued in aform that complies with the Indenture and any supplemental indenture and has been duly executed, delivered and countersigned in accordance with theprovisions of the Indenture and any supplemental indenture to be entered into in connection with the issuance of such Offered Subsidiary Guarantee andduly issued in accordance with the Indenture, any supplemental indenture to be entered into in connection with the issuance of such Offered SubsidiaryGuarantee and the applicable underwriting agreement, if any, or any other duly authorized, executed and delivered valid and binding purchase or agencyagreement, the Offered Subsidiary Guarantee will be a valid and binding obligation of such Subsidiary Guarantor, enforceable against such SubsidiaryGuarantor in accordance with its respective terms, except to the extent that

3

enforcement thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, preference or other similar laws now orhereafter in effect affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether enforcement is sought in equity or at law), (iii)public policy considerations which may limit the rights of parties to obtain remedies, (iv) waivers of any usury defense contained in the Indenture, anysupplemental indenture or Offered Subsidiary Guarantee that may be unenforceable, (v) requirements that a claim with respect to any Offered SubsidiaryGuarantee of any series of Debt Securities denominated in a currency, currency unit or composite currency other than United States dollars (or a judgmentdenominated other than in United States dollars in respect of such claim) be converted into United States dollars at a rate of exchange prevailing on a datedetermined pursuant to applicable law and (vi) governmental authority to limit, delay or prohibit the making of payments outside the United States or inforeign currencies, currency units or composite currencies.

I hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. I also hereby consent to the use of myname under the heading “Legal Matters” in the Registration Statement. In giving this consent, I do not thereby admit that I am within the category ofpersons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations. This opinion is expressed as of the date hereof unlessotherwise expressly stated, and I disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of anysubsequent change in applicable laws.

Very truly yours,

/s/ C. Coleman G. Edmunds

C. Coleman G. EdmundsExecutive Vice President, General Counsel and CorporateSecretary of AutoNation, Inc.

4

Schedule I

Guarantors 7 Rod Real Estate North, A Limited Liability Company7 Rod Real Estate South, A Limited Liability CompanyAbraham Chevrolet-Miami, Inc.Abraham Chevrolet-Tampa, Inc.ACER Fiduciary, Inc.ACP Auto Parts, LLCACP Holding Corp.AL F-L Motors, LLCAL Fort Payne Motors, LLCAlbert Berry Motors, Inc.Allen Samuels Chevrolet of Corpus Christi, Inc.Allen Samuels Chevrolet of Waco, Inc.Allison BavarianAllison Bavarian Holding, LLCAll-State Rent A Car, Inc.American Way Motors, Inc.AN AutoParts, Inc.AN Cadillac of WPB, LLCAN Central Region Management, LLCAN Chevrolet - Arrowhead, Inc.AN CJ Valencia, Inc.AN Collision Center FTL South, Inc.AN Collision Center of Addison, Inc.AN Collision Center of Las Vegas, Inc.AN Collision Center of North Houston, Inc.AN Collision Center of Sarasota, Inc.AN Collision Center of Tempe, Inc.AN Corporate Management Payroll Corp.AN Corpus Christi GP, LLCAN Corpus Christi Imports Adv. GP, LLCAN Corpus Christi Imports Adv., LPAN Corpus Christi Imports GP, LLCAN Corpus Christi Imports II GP, LLCAN Corpus Christi Imports II, LPAN Corpus Christi Imports, LPAN Corpus Christi Motors, Inc.AN Corpus Christi T. Imports GP, LLCAN Corpus Christi T. Imports, LPAN County Line Ford, Inc.AN Dealership Holding Corp.AN F. Imports of Atlanta, LLC

AN F. Imports of Hawthorne Holding, LLCAN F. Imports of Hawthorne, LLCAN F. Imports of North Denver, LLCAN F. Imports of North Phoenix, Inc.AN F. Imports of Roseville Holding, LLCAN F. Imports of Roseville, Inc.AN Fort Myers Imports, LLCAN Fremont Luxury Imports, Inc.AN H. Imports of Atlanta, LLCAN Imports of Ft. Lauderdale, Inc.AN Imports of Seattle, Inc.AN Imports of Spokane, Inc.AN Imports of Stevens Creek Holding, LLCAN Imports of Stevens Creek, Inc.AN Imports on Weston Road, Inc.AN Luxury Imports GP, LLCAN Luxury Imports Holding, LLCAN Luxury Imports of Coconut Creek, Inc.AN Luxury Imports of Marietta, LLCAN Luxury Imports of Palm Beach, Inc.AN Luxury Imports of Pembroke Pines, Inc.AN Luxury Imports of Phoenix, Inc.AN Luxury Imports of San Diego, Inc.AN Luxury Imports of Sanford, LLCAN Luxury Imports of Sarasota, Inc.AN Luxury Imports of Spokane, Inc.AN Luxury Imports of Tucson, Inc.AN Luxury Imports, Ltd.AN Motors of Brooksville, Inc.AN Motors of Dallas, Inc.AN Motors of Delray Beach, Inc.AN Motors of Ft. Lauderdale, Inc.AN Motors of Memphis, Inc.AN Motors of Pembroke, LLCAN Motors of Scottsdale, LLCAN Motors on Federal Highway, LLCAN Motors on South Padre, LPAN North Phoenix Collision, Inc.AN Pontiac GMC Houston North GP, LLCAN Pontiac GMC Houston North, LPAN San Jose Luxury Imports Holdings, LLCAN San Jose Luxury Imports, Inc.AN Seattle Motors, Inc.AN Subaru Motors, Inc.AN T. Imports of Atlanta, LLC

AN Texas Region Management, Ltd.AN Tucson Imports, LLCAN Valencia Auto Imports, Inc.AN Western Region Management, LLCAN/CF Acquisition Corp.AN/KPBG Motors, Inc.AN/MF Acquisition Corp.AN/MNI Acquisition Corp.AN/PF Acquisition Corp.ANUSA Holding, LLCAppleway Chevrolet, Inc.ASE Motors Holding Corp.Auto Car Holding, LLCAuto Car, Inc.Auto Company 2016-13, Inc.Auto Company 2016-15, Inc.Auto Company 2016-16, Inc.Auto Company 2016-17, Inc.Auto Company 2016-18, Inc.Auto Company 2016-19, Inc.Auto Company 2016-20, Inc.Auto Company 2017-01, Inc.Auto Company 2017-02, Inc.Auto Company 2017-03, Inc.Auto Company 2017-04, Inc.Auto Company 2017-05, Inc.Auto Company 2017-06, Inc.Auto Company 2017-07, Inc.Auto Company 2017-08, Inc.Auto Company 2017-09, Inc.Auto Company 2017-10, Inc.Auto Company IX, Inc.Auto Company VI, Inc.Auto Company VII, Inc.Auto Company VIII, Inc.Auto Company XI, Inc.Auto Company XII, Inc.Auto Company XIII, Inc.Auto Company XIV, Inc.Auto Company XIX, Inc.Auto Company XVII, Inc.Auto Company XXI, Inc.Auto Company XXII, Inc.Auto Company XXIII, Inc.Auto Company XXV, Inc.

Auto Company XXVII, Inc.Auto Company XXVIII, Inc.Auto Dealership 2016-1, LLCAuto Dealership 2016-10, LLCAuto Dealership 2016-2, LLCAuto Dealership 2016-4, LLCAuto Dealership 2016-5, LLCAuto Dealership 2016-6, LLCAuto Dealership 2016-7, LLCAuto Dealership 2016-9, LLCAuto Dealership 2017-01, LLCAuto Dealership 2017-03, LLCAuto Dealership 2017-04, LLCAuto Dealership 2017-05, LLCAuto Dealership 2017-06, LLCAuto Dealership 2017-07, LLCAuto Dealership 2017-08, LLCAuto Dealership 2017-09, LLCAuto Dealership 2017-10, LLCAuto Dealership 2017-11, LLCAuto Dealership 2017-12, LLCAuto Dealership 2017-13, LLCAuto Dealership 2017-14, LLCAuto Dealership 2017-15, LLCAuto Dealership 2017-16, LLCAuto Dealership 2017-17, LLCAuto Dealership 2017-18, LLCAuto Dealership 2017-19, LLCAuto Dealership 2017-20, LLCAuto Dealership 2017-21, LLCAuto Dealership 2017-22, LLCAuto Dealership 2017-23, LLCAuto Dealership 2017-24, LLCAuto Dealership 2017-25, LLCAuto Dealership 2017-26, LLCAuto Dealership 2017-27, LLCAuto Dealership 2017-28, LLCAuto Dealership 2017-29, LLCAuto Dealership 2017-30, LLCAuto Dealership III, LLCAuto Dealership IV, LLCAuto Dealership IX, LLCAuto Dealership V, LLCAuto Dealership VI, LLCAuto Dealership VII, LLC

Auto Dealership VIII, LLCAuto Dealership X, LLCAuto Dealership XXIII, LLCAuto Holding, LLCAuto Mission Holding, LLCAuto Mission Ltd.Auto Motors of Englewood, LLCAuto TechLabs, Inc.Auto West, Inc.Autohaus Holdings, Inc.AutoNation Benefits Company, Inc.AutoNation Corporate Management, LLCAutoNation Enterprises IncorporatedAutoNation Financial Services, LLCAutoNation Fort Worth Motors, Ltd.AutoNation GM GP, LLCAutoNation Holding Corp.AutoNation Imports of Katy GP, LLCAutoNation Imports of Katy, L.P.AutoNation Imports of Lithia Springs, LLCAutoNation Imports of Longwood, Inc.AutoNation Imports of Palm Beach, Inc.AutoNation Imports of Winter Park, Inc.AutoNation Motors Holding Corp.AutoNation Motors of Lithia Springs, Inc.AutoNation North Texas Management GP, LLCAutoNation Orlando Venture Holdings, Inc.AutoNation Realty CorporationAutoNation Suite 101, Inc.AutoNation USA of Perrine, Inc.AutoNation V. Imports of Delray Beach, LLCAutoNation.com, Inc.Bankston Auto, Inc.Bankston Chrysler Jeep of Frisco, L.P.Bankston CJ GP, LLCBankston Ford of Frisco, Ltd. Co.Bankston Nissan in Irving, Inc.Bankston Nissan Lewisville GP, LLCBankston Nissan Lewisville, Ltd.Bargain Rent-A-CarBatfish, LLCBBCSS, Inc.Beach City Chevrolet Company, Inc.Beach City Holding, LLCBeacon Motors, Inc.

Bell Motors, LLCBellevue Automotive, Inc.Bellevue Collision, Inc.Bengal Motor Company, Ltd.Bengal Motors, Inc.Bethesda Luxury Imports, LLCBill Ayares Chevrolet, LLCBledsoe Dodge, LLCBob Townsend Ford, Inc.Body Shop Holding Corp.Brown & Brown Chevrolet - Superstition Springs, LLCBrown & Brown Chevrolet, Inc.Brown & Brown Nissan Mesa, L.L.C.Brown & Brown Nissan, Inc.Buena Park Luxury Imports, Inc.Bull Motors, LLCC. Garrett, Inc.CA-CC Fremont, Inc.Carlisle Motors, LLCCarwell Holding, LLCCarwell, LLCCentennial Automotive, LLCCentennial Collision, Inc.Cerritos Body Works Holding, LLCCerritos Body Works, Inc.Champion Chevrolet Holding, LLCChampion Chevrolet, LLCChampion Ford, Inc.Chandler Collision, Inc.Charlie Hillard, Inc.Charlie Thomas Chevrolet GP, LLCCharlie Thomas Chevrolet, Ltd.Charlie Thomas Chrysler-Plymouth, Inc.Charlie Thomas’ Courtesy Ford, Ltd.Charlie Thomas’ Courtesy GP, LLCCharlie Thomas Courtesy Leasing, Inc.Charlie Thomas F. GP, LLCCharlie Thomas Ford, Ltd.Chesrown Auto, LLCChesrown Chevrolet, LLCChesrown Collision Center, Inc.Chesrown Ford, Inc.Chevrolet World, Inc.Chuck Clancy Ford of Marietta, LLCCJ Valencia Holding, LLC

Coastal Cadillac, Inc.Consumer Car Care CorporationContemporary Cars, Inc.Cook-Whitehead Ford, Inc.Corporate Properties Holding, Inc.Corpus Christi ANUSA, LLCCorpus Christi Collision Center, Inc.Costa Mesa Cars Holding, LLCCosta Mesa Cars, Inc.Courtesy Auto Group, Inc.Courtesy Broadway, LLCCovington Pike Motors, Inc.CT Intercontinental GP, LLCCT Intercontinental, Ltd.CT Motors, Inc.D/L Motor CompanyDealership Realty CorporationDelray Luxury Imports, Inc.Desert Buick-GMC Trucks, L.L.C.Desert Chrysler-Plymouth, Inc.Desert Dodge, Inc.Desert GMC, L.L.C.Dobbs Ford of Memphis, Inc.Dobbs Ford, Inc.Dobbs Mobile Bay, Inc.Dobbs Motors of Arizona, Inc.Don Mealey Chevrolet, Inc.Don Mealey Imports, Inc.Don-A-Vee Jeep Eagle, Inc.Driver’s Mart Worldwide, Inc.Eastern Region Management, LLCEastgate Ford, Inc.Ed Mullinax Ford, LLCEdgren Motor Company, Inc.Edgren Motor Holding, LLCEl Monte Imports Holding, LLCEl Monte Imports, Inc.El Monte Motors Holding, LLCEl Monte Motors, Inc.Emich Subaru West, LLCEmpire Services Agency, Inc.Financial Services GP, LLCFinancial Services, Ltd.First Team Automotive Corp.First Team Ford of Manatee, Ltd.

First Team Ford, Ltd.First Team Management, Inc.Fit Kit Holding, LLCFit Kit, Inc.Florida Auto Corp.Ford of Kirkland, Inc.Fox Chevrolet, LLCFox Motors, LLCFred Oakley Motors, Inc.Fremont Luxury Imports Holding, LLCFt. Lauderdale Nissan, Inc.G.B. Import Sales & Service Holding, LLCG.B. Import Sales & Service, LLCGA CDJR Motors, LLCGA Columbus Imports, LLCGA F Imports, LLCGA H Imports, LLCGA HY Imports, LLCGA-CC Columbus, Inc.Gene Evans Ford, LLCGeorge Sutherlin Nissan, LLCGermantown Luxury Imports, LLCGilbert ANUSA, LLCGilbert Body Shop, Inc.Government Boulevard Motors, Inc.Gulf Management, Inc.Hayward Dodge, Inc.Henderson ANUSA, LLCHenderson Collision, Inc.Hillard Auto Group, Inc.Hollywood Imports Limited, Inc.Horizon Chevrolet, Inc.House of Imports Holding, LLCHouse of Imports, Inc.Houston ANUSA, LLCHouston Auto M. Imports Greenway, Ltd.Houston Auto M. Imports North, Ltd.Houston Imports Greenway GP, LLCHouston Imports North GP, LLCHVA Imports, LLCHVM Imports, LLCHVS Motors, LLCHVVW Motors, LLCImports on PCH, Inc.Irvine Body Shop, Inc.

Irvine Imports Holding, LLCIrvine Imports, Inc.Irvine Toyota/Nissan/Volvo Limited PartnershipJemautco, Inc.Jerry Gleason Chevrolet, Inc.Jerry Gleason Dodge, Inc.Jim Quinlan Chevrolet Co.JLR Luxury Imports of Fremont, Inc.Joe MacPherson FordJoe MacPherson Imports No. IJoe MacPherson InfinitiJoe MacPherson Infiniti Holding, LLCJohn M. Lance Ford, LLCJ-R Motors Company NorthJ-R Motors Company SouthJRJ Investments, Inc.Katy ANUSA, LLCKenyon Dodge, Inc.King’s Crown Ford, Inc.L.P. Evans Motors WPB, Inc.L.P. Evans Motors, Inc.Lance Children, Inc.Las Vegas ANUSA, LLCLeesburg Imports, LLCLeesburg Motors, LLCLes Marks Chevrolet, Inc.Lew Webb’s Ford, Inc.Lew Webb’s Irvine Nissan Holding, LLCLew Webb’s Irvine Nissan, Inc.Lewisville Collision, Inc.Lewisville Imports GP, LLCLewisville Imports, Ltd.Lot 4 Real Estate Holdings, LLCLuxury Orlando Imports, Inc.Luxury Woodlands Imports, Inc.MacHoward LeasingMacHoward Leasing Holding, LLCMacPherson Enterprises, Inc.Magic Acquisition Corp.Magic Acquisition Holding, LLCMaitland Luxury Imports, Inc.Marks Family Dealerships, Inc.Marks Transport, Inc.MC/RII, LLCMealey Holdings, Inc.

Mesa Collision, Inc.Midway Chevrolet, Inc.Mike Hall Chevrolet, Inc.Mike Shad Chrysler Plymouth Jeep Eagle, Inc.Mike Shad Ford, Inc.Mission Blvd. Motors, Inc.Mobile Motors, LLCMortimer Collision, LLCMr. Wheels Holding, LLCMr. Wheels, Inc.Mullinax East, LLCMullinax Ford North Canton, Inc.Mullinax Ford South, Inc.Mullinax Used Cars, Inc.Naperville Imports, Inc.Newport Beach Cars Holding, LLCNewport Beach Cars, LLCNichols Ford, Ltd.Nichols GP, LLCNissan of Brandon, Inc.Northpoint Chevrolet, LLCNorthwest Financial Group, Inc.NY LNR Luxury Imports, Inc.NY Luxury Motors of Mt. Kisco, Inc.NY MT. Kisco Luxury Imports, Inc.NY Palisades Luxury Imports, Inc.NY White Plains Luxury Imports, Inc.Oxnard European Motors, LLCOxnard Venture Holdings, Inc.Payton-Wright Ford Sales, Inc.Pembroke Motors, Inc.Peyton Cramer AutomotivePeyton Cramer Automotive Holding, LLCPeyton Cramer F. Holding, LLCPeyton Cramer FordPeyton Cramer InfinitiPeyton Cramer Infiniti Holding, LLCPeyton Cramer JaguarPeyton Cramer LM Holding, LLCPhoenix ANUSA, LLCPierce Automotive CorporationPierce, LLCPitre Chrysler-Plymouth-Jeep of Scottsdale, Inc.Plains Chevrolet GP, LLCPlains Chevrolet, Ltd.

Plano Collision, Inc.Port City Imports, Inc.Prime Auto Cosmetics, Inc.Prime Auto Resources, Inc.Quality Nissan GP, LLCQuality Nissan, Ltd.Quinlan Motors, Inc.R. Coop LimitedR.L. Buscher II, Inc.R.L. Buscher III, Inc.Real Estate Holdings, Inc.Renton H Imports, Inc.Republic Resources CompanyRepublic Risk Management Services, Inc.Resources Aviation, Inc.RI Merger Corp.RI/BB Acquisition Corp.RI/BBNM Acquisition Corp.RI/Hollywood Nissan Acquisition Corp.RI/LLC Acquisition Corp.RI/RMC Acquisition GP, LLCRI/RMC Acquisition, Ltd.RI/RMT Acquisition GP, LLCRI/RMT Acquisition, Ltd.RI/WFI Acquisition CorporationRKR Motors, Inc.Roseville Motor CorporationRoseville Motor Holding, LLCSacramento Collision, Inc.Sahara Imports, Inc.Sahara Nissan, Inc.Shamrock F. Holding, LLCShamrock Ford, Inc.Six Jays LLCSMI Motors Holding, LLCSMI Motors, Inc.South Broadway Motors, LLCSouthwest Motors of Denver, LLCStar Motors, LLCSteakley Chevrolet GP, LLCSteakley Chevrolet, Ltd.Steeplechase Motor CompanySteve Moore Chevrolet Delray, LLCSteve Moore Chevrolet, LLCStevens Creek Holding, LLC

Stevens Creek Luxury Imports Holding, LLCStevens Creek Luxury Imports, Inc.Stevens Creek Motors, Inc.Sunrise Nissan of Jacksonville, Inc.Sunrise Nissan of Orange Park, Inc.Sunset Pontiac-GMC Truck South, Inc.Sunset Pontiac-GMC, Inc.Superior Nissan, Inc.Sutherlin Chrysler-Plymouth Jeep-Eagle, LLCSutherlin H. Imports, LLCSutherlin Imports, LLCSutherlin Nissan, LLCTasha IncorporatedTempe Auto Imports, Inc.Tempe Body Shop, Inc.Terry York Motor Cars Holding, LLCTerry York Motor Cars, Ltd.Texan Ford Sales, Ltd.Texan Ford, Inc.Texan Sales GP, LLCTexas Management Companies LP, LLCThe Pierce Corporation II, Inc.Tier2 CorporationTinley Park A. Imports, Inc.Tinley Park J. Imports, Inc.Tinley Park V. Imports, Inc.TN CDJR Motors, LLCTN F Imports, LLCTorrance Nissan Holding, LLCTorrance Nissan, LLCTousley Ford, Inc.Toyota Cerritos Limited PartnershipTriangle CorporationTucson Collision, Inc.T-West Sales & Service, Inc.TX Alliance Motors, Inc.TX Ennis Autoplex Motors, Inc.TX Motors of North Richland Hills, Inc.TX Motors on Katy Freeway, Inc.TX Motors on Southwest Loop, Inc.TX West Houston Motors, Inc.TX-CC Dallas, Inc.TX-CC Galleria, Inc.TX-CC Spring, Inc.Valencia Auto Imports Holding, LLC

Valencia B. Imports Holding, LLCValencia B. Imports, Inc.Valencia DodgeValencia Dodge Holding, LLCValencia H. Imports Holding, LLCValencia H. Imports, Inc.Valley Chevrolet, LLCVanderbeek Motors Holding, LLCVanderbeek Motors, Inc.Vanderbeek Olds/GMC Truck, Inc.Vanderbeek Truck Holding, LLCVillage Motors, LLCVince Wiese Chevrolet, Inc.Vince Wiese Holding, LLCVistaCal Luxury Imports, Inc.W.O. Bankston Nissan, Inc.Wallace Dodge, LLCWallace Ford, LLCWallace Lincoln-Mercury, LLCWallace Nissan, LLCWebb Automotive Group, Inc.West Colorado Motors, LLCWest Houston Luxury Imports, Inc.West Side Motors, Inc.Westgate Chevrolet GP, LLCWestgate Chevrolet, Ltd.Westmont A. Imports, Inc.Westmont B. Imports, Inc.Westmont Collision, Inc.Westmont M. Imports, Inc.Woody Capital Investment Company IIWoody Capital Investment Company IIIWorking Man’s Credit Plan, Inc.WPB Collision, Inc.

Schedule II

Corporate and Limited Liability Company Statutes

Alabama Business Corporation Act, 2 Corporation Statutes.Arizona Business Corporation Act, 2 Corporation Statutes.Arizona Limited Liability Company Act, 2 Corporation Statutes.California General Corporation Law, 2 Corporation Statutes.Colorado Business Corporation Act, 2 Corporation Statutes.Colorado Limited Liability Company Act, 2 Corporation Statutes.Delaware General Corporation Law, 3 Corporation Statutes.Delaware Limited Liability Company Act, 3 Corporation Statutes.Florida Business Corporation Act, 3 Corporation Statutes.Georgia Business Corporation Code, 3 Corporation Statutes.Illinois Business Corporation Act, 3 Corporation Statutes.Michigan Business Corporation Act, 5 Corporation Statutes.Minnesota Business Corporation Act, 5 Corporation Statutes.Nevada General Corporation Law, 6 Corporation Statutes.North Carolina Business Corporation Act, 6 Corporation Statutes.Ohio General Corporation Law, 7 Corporation Statutes.Ohio Limited Liability Company Act, 7 Corporation Statutes.Tennessee Business Corporation Act, 7 Corporation Statutes.Texas Business Corporation Act, 8 Corporation Statutes.Texas Limited Liability Company Act, 8 Corporation Statutes.Virginia Stock Corporation Act, 8 Corporation Statutes.Washington Business Corporation Act, 8 Corporation Statutes.Wyoming Limited Liability Company Act. 8 Corporation Statutes.

Schedule III

Limited Partnership Statutes

California Uniform Limited Partnership Act, 1 State Limited Partnership Laws.Delaware Revised Uniform Limited Partnership Act, 2 State Limited Partnership Laws.Florida Revised Uniform Limited Partnership Act, 2 State Limited Partnership Laws.Georgia Revised Uniform Limited Partnership Act, 2 State Limited Partnership Laws.Illinois Uniform Limited Partnership Act, 2 State Limited Partnership Laws.Texas Revised Limited Partnership Act, 6 State Limited Partnership Laws.

Schedule IV

General Partnership Statutes

Colorado Uniform Partnership Law, 2 Colorado Revised Statutes 2000.Delaware Revised Uniform Partnership Act, 2 State Limited Partnership Laws.

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of DirectorsAutoNation, Inc.:

We consent to the use of our reports with respect to the consolidated financial statements and the effectiveness of internal control over financial reportingincorporated by reference herein and to the reference to our firm under the heading “Experts” in the Form S-3 registration statement.

Our report on the consolidated financial statements refers to a change in AutoNation, Inc.’s method of accounting for revenues and related costs for the yearended December 31, 2018 due to the adoption of Accounting Standards Update No. 2014-09, RevenuefromContractswithCustomers(Topic 606),effective January 1, 2018.

/s/ KPMG LLP

Fort Lauderdale, FloridaFebruary 22, 2019

Exhibit 25.1

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITYUNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION

305(b) (2)

WELLS FARGO BANK, NATIONAL ASSOCIATION(Exact name of trustee as specified in its charter)

A National Banking Association 94-1347393(Jurisdiction of incorporation or (I.R.S. Employer

organization if not a U.S. national bank) Identification No.)

101 North Phillips AvenueSioux Falls, South Dakota

57104

(Address of principal executive offices) (Zip code)

Wells Fargo & CompanyLaw Department, Trust Section

MAC N9305-175Sixth Street and Marquette Avenue, 17 th Floor

Minneapolis, Minnesota 55479(612) 667-4608

(Name, address and telephone number of agent for service)

AutoNation, Inc.(Exact name of obligor as specified in its charter)

SEE TABLE OF ADDITIONAL REGISTRANTS

Delaware 73-1105145(State or other jurisdiction of (I.R.S. Employerincorporation or organization) Identification No.)

200 SW 1st Ave

Fort Lauderdale, FL 33301(Address of principal executive offices) (Zip code)

Debt Securities(Title of the indenture securities)

TABLE OF ADDITIONAL REGISTRANTS




IRSEmployer





IRSEmployer


7 ROD REAL ESTATE NORTH, A LimitedLiability Company

Wyoming

84-1167321

AN Collision Center of Las Vegas, Inc.

Nevada

88-0168433

7 ROD REAL ESTATE SOUTH, A LimitedLiability Company

Wyoming

84-1167320

AN COLLISION CENTER OFNORTH HOUSTON, INC.

Delaware

26-3118395

Abraham Chevrolet-Miami, Inc.

Delaware

65-0802822

AN COLLISION CENTER OFSARASOTA, INC.

Florida

65-0721017

Abraham Chevrolet-Tampa, Inc. Delaware 65-0802820 AN Collision Center of Tempe, Inc. Delaware 86-0928952

ACER Fiduciary, Inc.

Delaware

65-0945065


Delaware

26-3725783

AL F-L Motors, LLC Delaware 45-4504161 AN Corpus Christi GP, LLC Delaware 32-0031563

AL Fort Payne Motors, LLC

Delaware

46-4582474

AN Corpus Christi Imports Adv. GP,LLC

Delaware

90-0080282

Albert Berry Motors, Inc. Texas 74-1487498 AN Corpus Christi Imports Adv., LP Texas 90-0080295

Allen Samuels Chevrolet of Corpus Christi,Inc.

Texas

74-2652504

AN Corpus Christi Imports GP, LLC

Delaware

27-0041420

Allen Samuels Chevrolet of Waco, Inc. Texas 74-1776820 AN Corpus Christi Imports II GP, LLC Delaware 27-0041425

Allison Bavarian California 94-2707588 AN Corpus Christi Imports II, LP Texas 32-0031566

ALLISON BAVARIAN HOLDING, LLC Delaware 20-5224408 AN Corpus Christi Imports, LP Texas 32-0031567


Nevada

88-0143152

AN CORPUS CHRISTI MOTORS,INC.

Delaware

20-5547917

American Way Motors, Inc. Tennessee 62-1333714 AN Corpus Christi T. Imports GP, LLC Delaware 27-0041422

AN AutoParts, Inc. Delaware 46-4553033 AN Corpus Christi T. Imports, LP Texas 13-4214051

AN CADILLAC OF WPB, LLC Delaware 35-2234609 AN County Line Ford, Inc. Texas 75-1687008

AN Central Region Management, LLC Delaware 01-0756957 AN Dealership Holding Corp. Florida 65-0608572

AN Chevrolet—Arrowhead, Inc. Delaware 91-1933520 AN F. Imports of Atlanta, LLC Delaware 57-1174466


Delaware

20-2859034

AN F. Imports of Hawthorne Holding,LLC

Delaware

65-0944669

AN Collision Center FTL South, Inc. Delaware 46-4538029 AN F. Imports of Hawthorne, LLC Delaware 65-1040982

AN COLLISION CENTER OF ADDISON,INC.

Delaware

75-1053127

AN F. Imports of North Denver, LLC

Delaware

52-2124965

AN F. Imports of North Phoenix, Inc. Delaware 86-0928953 AN Luxury Imports of Sanford, LLC Delaware 65-0952134

AN F. Imports of Roseville Holding, LLC Delaware 20-5226908 AN Luxury Imports of Sarasota, Inc. Delaware 20-0551681

AN F. Imports of Roseville, Inc.

Delaware

76-0489587

AN LUXURY IMPORTS OFSPOKANE, INC.

Delaware

27-1210937

AN Fort Myers Imports, LLC Delaware 65-0944636 AN Luxury Imports of Tucson, Inc. Delaware 26-1182858

AN Fremont Luxury Imports, Inc. Delaware 86-0928954 AN Luxury Imports, Ltd. Texas 90-0121575





IRSEmployer





IRSEmployer


AN H. Imports of Atlanta, LLC Delaware 35-2229690 AN Motors of Brooksville, Inc. Florida 59-2690846

AN IMPORTS OF FT. LAUDERDALE,INC.

Delaware

20-5147883

AN MOTORS OF DALLAS, INC.

Delaware

26-1769977

AN Imports of Seattle, Inc.

Delaware

65-0978211

AN MOTORS OF DELRAY BEACH,INC.

Delaware

20-1405067

AN IMPORTS OF SPOKANE, INC. Delaware 26-4461138 AN Motors of Ft. Lauderdale, Inc. Florida 65-0721018

AN Imports of Stevens Creek Holding, LLC. Delaware 20-5226306 AN Motors of Memphis, Inc. Tennessee 62-1038471

AN Imports of Stevens Creek Inc. Delaware 52-2119516 AN MOTORS OF PEMBROKE, LLC Delaware 65-0944183

AN Imports on Weston Road, Inc.

Florida

59-1968718

AN MOTORS OF SCOTTSDALE,LLC

Delaware

52-2102864


Delaware

90-0121570

AN MOTORS ON FEDERALHIGHWAY, LLC

Delaware

65-0944179

AN LUXURY IMPORTS HOLDING, LLC Delaware 20-5682480 AN Motors on South Padre, LP Texas 32-0031564

AN Luxury Imports of Coconut Creek, Inc. Delaware 86-0928950 AN North Phoenix Collision, Inc. Delaware 34-1555317

AN Luxury Imports of Marietta, LLC

Delaware

65-0964278

AN Pontiac GMC Houston North GP,LLC

Delaware

16-1641915

AN LUXURY IMPORTS OF PALMBEACH, INC.

Delaware

20-8671889

AN Pontiac GMC Houston North, LP

Texas

13-4214055

AN LUXURY IMPORTS OF PEMBROKEPINES, INC.

Delaware

22-3869449

AN San Jose Luxury Imports Holdings,LLC

Delaware

20-5225929

AN Luxury Imports of Phoenix, Inc. Delaware 26-4461301 AN San Jose Luxury Imports, Inc. California 94-2633163

AN LUXURY IMPORTS OF SAN DIEGO,INC.

Delaware

20-5682367

AN Seattle Motors, Inc.

Delaware

91-1197824

AN SUBARU MOTORS, INC. Delaware 20-5685964 Auto Company 2016-16, Inc. Delaware 81-1424011

AN T. Imports of Atlanta, LLC Delaware 47-0922628 Auto Company 2016-17, Inc. Delaware 81-1456473

AN Texas Region Management, Ltd. Texas 02-0654987 Auto Company 2016-18, Inc. Delaware 81-1456551

AN Tucson Imports, LLC Delaware 52-2102866 Auto Company 2016-19, Inc. Delaware 81-1456608

AN Valencia Auto Imports, Inc. Delaware 35-2437399 Mesa Collision, Inc. Delaware 81-1349321

AN Western Region Management, LLC Delaware 01-0756952 Auto Company 2016-20, Inc. Delaware 81-1456666

AN/CF Acquisition Corp. Delaware 65-0927849 Tier2 Corporation Delaware 81-1349481

Henderson Collision, Inc. Delaware 36-3087611 JLR Luxury Imports of Fremont, Inc. Delaware 81-1349630

AN/KPBG Motors, Inc. Washington 91-1739519 TX-CC Galleria, Inc. Delaware 81-1367856

AN/MF Acquisition Corp. Delaware 65-0961375 TX-CC Spring, Inc. Delaware 81-1367949

AN/MNI Acquisition Corp. Delaware 65-1024377 TX-CC Dallas, Inc. Delaware 81-1368063

AN/PF Acquisition Corp. Delaware 65-0927848 GA-CC Columbus, Inc. Delaware 81-1368158





IRSEmployer





IRSEmployer


ANUSA Holding, LLC Delaware 46-4813183 CA-CC Fremont, Inc. Delaware 81-1387803

Appleway Chevrolet, Inc. Washington 91-0538143 AUTO COMPANY 2017-01, INC. Delaware 82-2235018

ASE Motors Holding Corp. Texas 75-2271986 AUTO COMPANY 2017-02, INC. Delaware 82-2235320

AUTO CAR HOLDING, LLC Delaware 20-5225856 AUTO COMPANY 2017-03, INC. Delaware 82-2235433

Auto Car, Inc. California 68-0129623 AUTO COMPANY 2017-04, INC. Delaware 82-2253649

Chandler Collision, Inc. Delaware 81-1349193 AUTO COMPANY 2017-05, INC. Delaware 82-2253812

Tucson Collision, Inc. Delaware 81-1387945 AUTO COMPANY 2017-06, INC. Delaware 82-2253886

Irvine Body Shop, Inc. Delaware 81-1388043 AUTO COMPANY 2017-07, INC. Delaware 82-2309635

Imports on PCH, Inc. Delaware 81-1388255 AUTO COMPANY 2017-08, INC. Delaware 82-2309733

Auto Company 2016-13, Inc. Delaware 81-1423815 AUTO COMPANY 2017-09, INC. Delaware 82-2309788

AutoNation Suite 101, Inc. Delaware 81-1423892 AUTO COMPANY 2017-10, INC. Delaware 82-2309903

Auto Company 2016-15, Inc. Delaware 81-1423956 Auto Company IX, Inc. Delaware 45-4497193

Auto Company VI, Inc. Delaware 45-4496998 Gilbert ANUSA, LLC Delaware 81-1368257

Auto Company VII, Inc. Delaware 45-4497100 Auto Dealership 2016-4, LLC Delaware 81-1368355

Auto Company VIII, Inc. Delaware 45-4497147 Auto Dealership 2016-5, LLC Delaware 81-1388406

Auto Company XI, Inc. Delaware 45-4497510 Auto Dealership 2016-6, LLC Delaware 81-1388478

Auto Company XII, Inc. Delaware 45-4497553 Auto Dealership 2016-7, LLC Delaware 81-1424093

Auto Company XIII, Inc. Delaware 45-4497721 Mobile Motors, LLC Delaware 81-1424163

Auto Company XIV, Inc. Delaware 45-4497604 Auto Dealership 2016-9, LLC Delaware 81-1456370

Auto Company XIX, Inc. Delaware 46-4541407 AUTO DEALERSHIP 2017-01, LLC Delaware 82-2166964

Auto TechLabs, Inc. Delaware 46-4564833 ACP Auto Parts, LLC Delaware 82-2167040

ACP Holding Corp. Delaware 46-4565019 AUTO DEALERSHIP 2017-03, LLC Delaware 82-2172386

Tempe Body Shop, Inc. Delaware 46-4565133 AUTO DEALERSHIP 2017-04, LLC Delaware 82-2172446

Gilbert Body Shop, Inc. Delaware 46-4565251 AUTO DEALERSHIP 2017-05, LLC Delaware 82-2193903

Auto Company XVII, Inc. Delaware 46-4541217 AUTO DEALERSHIP 2017-06, LLC Delaware 82-2194015

Auto Company XXI, Inc. Delaware 46-4541577 AUTO DEALERSHIP 2017-07, LLC Delaware 82-2208234

Auto Company XXII, Inc. Delaware 46-4541640 AUTO DEALERSHIP 2017-08, LLC Delaware 82-2208332

Auto Company XXIII, Inc. Delaware 46-4541717 AUTO DEALERSHIP 2017-09, LLC Delaware 82-2234761

Auto Company XXV, Inc. Delaware 46-4541976 AUTO DEALERSHIP 2017-10, LLC Delaware 82-2234819

Buena Park Luxury Imports, Inc. Delaware 46-4542058 AUTO DEALERSHIP 2017-11, LLC Delaware 82-2253295





IRSEmployer





IRSEmployer


Auto Company XXVII, Inc. Delaware 46-4542110 AUTO DEALERSHIP 2017-12, LLC Delaware 82-2253416

Auto Company XXVIII, Inc. Delaware 46-4542327 AUTO DEALERSHIP 2017-13, LLC Delaware 82-2271051




AUTO DEALERSHIP 2017-17, LLC Delaware 82-2298944 Auto Dealership XXIII, LLC Delaware 46-4657168

AUTO DEALERSHIP 2017-18, LLC Delaware 82-2300370 AUTO HOLDING, LLC Delaware 52-2107831

AUTO DEALERSHIP 2017-19, LLC Delaware 82-2300487 AUTO MISSION HOLDING, LLC Delaware 20-5226182

AUTO DEALERSHIP 2017-20, LLC Delaware 82-2310000 Auto Mission Ltd. California 94-3141091

AUTO DEALERSHIP 2017-21, LLC Delaware 82-2310058 Auto Motors of Englewood, LLC Delaware 46-4598610

AUTO DEALERSHIP 2017-22, LLC Delaware 82-2310125 Auto West, Inc. California 94-2946518

AUTO DEALERSHIP 2017-23, LLC Delaware 82-2319272 Autohaus Holdings, Inc. Delaware 80-0052569

AUTO DEALERSHIP 2017-24, LLC Delaware 82-2319437 AutoNation Benefits Company, Inc. Florida 34-1135160


Delaware

82-2319485

AutoNation Corporate Management,LLC

Delaware

22-3850167

AUTO DEALERSHIP 2017-26, LLC Delaware 82-2335188 AutoNation Enterprises Incorporated Florida 65-0608578


Delaware

82-2335228

AUTONATION FINANCIALSERVICES, LLC

Delaware

65-0725080

AUTO DEALERSHIP 2017-28, LLC Delaware 82-2335269 AutoNation Fort Worth Motors, Ltd. Texas 65-1152832

AUTO DEALERSHIP 2017-29, LLC Delaware 82-2350673 AutoNation GM GP, LLC Delaware 65-0944592

AUTO DEALERSHIP 2017-30, LLC Delaware 82-2350728 AutoNation Holding Corp. Delaware 65-0723604

Auto Dealership III, LLC Delaware 45-4503383 AutoNation Imports of Katy GP, LLC Delaware 56-2307537

Auto Dealership IV, LLC Delaware 45-4503422 AutoNation Imports of Katy, L.P. Texas 65-0957160

Auto Dealership IX, LLC

Delaware

45-4503953

AutoNation Imports of Lithia Springs,LLC

Delaware

65-1003051

Auto Dealership V, LLC Delaware 45-4503462 AutoNation Imports of Longwood, Inc. Delaware 65-1032195

Auto Dealership VI, LLC

Delaware

45-4503772

AutoNation Imports of Palm Beach,Inc.

Delaware

65-1102140

Auto Dealership VII, LLC

Delaware

45-4503837

AutoNation Imports of Winter Park,Inc.

Delaware

65-1032110

Auto Dealership VIII, LLC Delaware 45-4503899 AutoNation Motors Holding Corp. Delaware 65-1132563

Auto Dealership X, LLC

Delaware

45-4504002

AutoNation Motors of Lithia Springs,Inc.

Delaware

65-1002966





IRSEmployer





IRSEmployer


AutoNation North Texas Management GP,LLC

Delaware

33-1037931

Bethesda Luxury Imports, LLC

Delaware

46-4611681

AutoNation Orlando Venture Holdings, Inc. Delaware 65-1137521 Bill Ayares Chevrolet, LLC Delaware 47-0922618

AutoNation Realty Corporation Delaware 65-0711536 BLEDSOE DODGE, LLC Delaware 65-0944613

AutoNation USA of Perrine, Inc. Delaware 65-0899807 Bob Townsend Ford, Inc. Delaware 31-0669965

AUTONATION V. IMPORTS OFDELRAY BEACH, LLC

Delaware

36-4558039

Body Shop Holding Corp.

Delaware

52-2124065

AutoNation.com, Inc.

Delaware

65-0945066

Brown & Brown Chevrolet -Superstition Springs, LLC

Arizona

86-0904747

Bankston Auto, Inc. Texas 75-1336358 Brown & Brown Chevrolet, Inc. Arizona 86-0128003

Bankston Chrysler Jeep of Frisco, L.P. Texas 65-1052692 Brown & Brown Nissan Mesa, L.L.C. Arizona 86-0795376

Bankston CJ GP, LLC Delaware 56-2307538 Brown & Brown Nissan, Inc. Arizona 86-0677220

BANKSTON FORD OF FRISCO, LTD.CO. Texas 75-2529822 BULL MOTORS, LLC Delaware 65-0944614

Bankston Nissan in Irving, Inc. Texas 75-1325663 C. Garrett, Inc. Colorado 84-1264053

Bankston Nissan Lewisville GP, LLC Delaware 73-1670796 CARLISLE MOTORS, LLC Delaware 65-0944616

Bankston Nissan Lewisville, Ltd. Texas 06-1699681 CARWELL HOLDING, LLC Delaware 20-5224795

Bargain Rent-A-Car California 95-3821161 CARWELL, LLC Delaware 65-0944617

Batfish, LLC Colorado 84-1261352 Centennial Automotive, LLC Delaware 65-0944626

BBCSS, Inc. Arizona 58-2434441 Centennial Collision, Inc. Delaware 46-4564206

Beach City Chevrolet Company, Inc.

California

95-1879646

CERRITOS BODY WORKSHOLDING, LLC

Delaware

20-5225440

BEACH CITY HOLDING, LLC Delaware 20-5226233 Cerritos Body Works, Inc. California 33-0374316

Beacon Motors, Inc.

Florida

65-0582254

CHAMPION CHEVROLETHOLDING, LLC

Delaware

20-5224897

Bell Motors, LLC Delaware 52-2102862 CHAMPION CHEVROLET, LLC Delaware 65-0944618

Bellevue Automotive, Inc. Delaware 94-3009590 Champion Ford, Inc. Texas 76-0171196

Bellevue Collision, Inc. Delaware 46-4552919 Charlie Hillard, Inc. Texas 75-0922515

BENGAL MOTOR COMPANY, LTD. Florida 59-2985277 Charlie Thomas Chevrolet GP, LLC Delaware 73-1670803

Bengal Motors, Inc. Florida 65-0165367 Charlie Thomas Chevrolet, Ltd. Texas 20-0058033

Charlie Thomas Chrysler-Plymouth, Inc. Texas 76-0010351 CT Intercontinental, Ltd. Texas 20-0057835

Charlie Thomas Courtesy Leasing, Inc. Texas 74-1850452 CT Motors, Inc. Texas 76-0387042

Charlie Thomas F. GP, LLC Delaware 33-1062335 D/L Motor Company Florida 59-3237877

Charlie Thomas Ford, Ltd. Texas 20-0058561 Dealership Realty Corporation Texas 76-0218062

Charlie Thomas’ Courtesy Ford, Ltd. Texas 06-1699682 Delray Luxury Imports, Inc. Delaware 46-4552813

Charlie Thomas’ Courtesy GP, LLC Delaware 73-1670811 Desert Buick-GMC Trucks, L.L.C. Delaware 52-2102859





IRSEmployer





IRSEmployer


CHESROWN AUTO, LLC Delaware 65-0944619 Desert Chrysler-Plymouth, Inc. Delaware 88-0121640

CHESROWN CHEVROLET, LLC Delaware 65-0944620 Desert Dodge, Inc. Nevada 88-0227814

Chesrown Collision Center, Inc. Colorado 84-1358588 Desert GMC, L.L.C. Delaware 52-2102860

Chesrown Ford, Inc. Colorado 84-1164224 Dobbs Ford of Memphis, Inc. Delaware 65-1065025

Chevrolet World, Inc. Florida 59-2216673 Dobbs Ford, Inc. Florida 59-1584177

Chuck Clancy Ford of Marietta, LLC Delaware 47-0922626 Dobbs Mobile Bay, Inc. Alabama 62-1196110

CJ VALENCIA HOLDING, LLC Delaware 20-5226043 Dobbs Motors of Arizona, Inc. Arizona 93-0929951

Coastal Cadillac, Inc. Florida 59-3023188 Don Mealey Chevrolet, Inc. Florida 59-1553076

Consumer Car Care Corporation Tennessee 62-1151481 Don Mealey Imports, Inc. Florida 59-3099049

Contemporary Cars, Inc. Florida 59-1635976 Don-A-Vee Jeep-Eagle, Inc. California 33-0203778

Cook-Whitehead Ford, Inc. Florida 59-1165955 Driver’s Mart Worldwide, Inc. Virginia 38-3275555

Corporate Properties Holding, Inc. Delaware 65-0948961 Eastern Region Management, LLC Delaware 52-2135867

Corpus Christi ANUSA, LLC Delaware 46-4705830 EASTGATE FORD, INC. Ohio 31-0736141

Corpus Christi Collision Center, Inc. Delaware 45-4496075 Ed Mullinax Ford, LLC Delaware 57-1174464

COSTA MESA CARS HOLDING, LLC Delaware 20-5226339 Edgren Motor Company, Inc. California 94-1561041

Costa Mesa Cars, Inc. California 33-0626084 EDGREN MOTOR HOLDING, LLC Delaware 20-5225254

Courtesy Auto Group, Inc.

Florida

59-2360236

EL MONTE IMPORTS HOLDING,LLC

Delaware

20-5226399

Courtesy Broadway, LLC Colorado 20-5417194 El Monte Imports, Inc. Delaware 65-0881906

Covington Pike Motors, Inc.

Tennessee

58-1366612

EL MONTE MOTORS HOLDING,LLC

Delaware

20-5226498

CT Intercontinental GP, LLC Delaware 33-1062337 El Monte Motors, Inc. Delaware 65-0881905

EMICH SUBARU WEST, LLC Delaware 65-0944597 George Sutherlin Nissan, LLC Delaware 47-0922627

Empire Services Agency, Inc. Florida 65-0329882 Germantown Luxury Imports, LLC Delaware 46-4640265

Financial Services GP, LLC Delaware 02-0695729 Government Boulevard Motors, Inc. Alabama 62-1502108

Financial Services, Ltd. Texas 20-0057657 Gulf Management, Inc. Florida 59-2908603

First Team Automotive Corp. Delaware 59-3440254 Hayward Dodge, Inc. Delaware 94-1689551

First Team Ford of Manatee, Ltd. Florida 59-3446538 Henderson ANUSA, LLC Delaware 46-4800106

First Team Ford, Ltd. Florida 59-3366156 Hillard Auto Group, Inc. Texas 75-1965005

Hollywood Imports Limited, Inc. Florida 59-2025810

First Team Management, Inc. Florida 59-2714981 HORIZON CHEVROLET, INC. Ohio 34-1245635


Delaware

20-5225481

HOUSE OF IMPORTS HOLDING,LLC

Delaware

20-5226553

Fit Kit, Inc. California 33-0115670 House of Imports, Inc. California 95-2498811

Florida Auto Corp. Delaware 65-0837116 Houston ANUSA, LLC Delaware 46-4667987

Ford of Kirkland, Inc.

Washington

91-1425985

Houston Auto M. Imports Greenway,Ltd.

Texas

20-0057720





IRSEmployer





IRSEmployer


Fox Chevrolet, LLC Delaware 47-0922620 Houston Auto M. Imports North, Ltd. Texas 20-0058197

FOX MOTORS, LLC Delaware 47-0922619 Houston Imports Greenway GP, LLC Delaware 56-2307542

Fred Oakley Motors, Inc. Delaware 75-1524534 Houston Imports North GP, LLC Delaware 56-2307540

FREMONT LUXURY IMPORTSHOLDING, LLC

Delaware

20-5226133

HVA IMPORTS, LLC

Delaware

52-2135875

Ft. Lauderdale Nissan, Inc. Florida 65-0273822 HVM IMPORTS, LLC Delaware 65-0944227

G.B. IMPORT SALES & SERVICEHOLDING, LLC

Delaware

20-5224826

HVS Motors, LLC

Delaware

65-0944662

G.B. IMPORT SALES & SERVICE, LLC Delaware 65-0944605 HVVW Motors, LLC Delaware 65-0944181

GA CDJR Motors, LLC Delaware 45-4505030 IRVINE IMPORTS HOLDING, LLC Delaware 20-5225601

GA Columbus Imports, LLC Delaware 46-4553266 Irvine Imports, Inc. California 33-0374310

GA F Imports, LLC

Delaware

46-4571435

IRVINE TOYOTA/NISSAN/VOLVOLIMITED PARTNERSHIP

Georgia

88-0377749

GA H Imports, LLC Delaware 45-4505078 JEMAUTCO, INC. Ohio 31-1153168

GA HY Imports, LLC Delaware 46-4537858 JERRY GLEASON CHEVROLET, INC. Illinois 36-2840037

GENE EVANS FORD, LLC Delaware 65-0944608 Jerry Gleason Dodge, Inc. Illinois 36-4074146

Jim Quinlan Chevrolet Co.

Delaware

59-1055603

MAGIC ACQUISITION HOLDING,LLC

Delaware

20-5226582

Joe MacPherson Ford California 33-0180618 Maitland Luxury Imports, Inc. Delaware 45-4497658

Joe MacPherson Imports No. I California 33-0745137 Marks Family Dealerships, Inc. Texas 74-1405873

Joe MacPherson Infiniti California 33-0127306 Marks Transport, Inc. Texas 76-0444883

JOE MACPHERSON INFINITIHOLDING, LLC

Delaware

20-5224941

MC/RII, LLC

Ohio

31-1751162

JOHN M. LANCE FORD, LLC Delaware 65-0944184 Mealey Holdings, Inc. Florida 59-3280283

J-R Motors Company North Colorado 84-1167355

J-R Motors Company South Colorado 84-1167319 Midway Chevrolet, Inc. Texas 75-1631858

JRJ Investments, Inc. Nevada 88-0199942 Mike Hall Chevrolet, Inc. Delaware 74-1940031

Katy ANUSA, LLC

Delaware

46-4816671

Mike Shad ChryslerPlymouth Jeep Eagle, Inc.

Florida

65-0731779

Kenyon Dodge, Inc. Florida 59-0479520 Mike Shad Ford, Inc. Florida 65-0730472

King’s Crown Ford, Inc. Delaware 59-2018826 Mission Blvd. Motors, Inc. California 94-3179908

L.P. Evans Motors WPB, Inc. Florida 59-0684221 Mortimer Collision, LLC Delaware 47-0922622

L.P. Evans Motors, Inc. Florida 59-0601584 MR. WHEELS HOLDING, LLC Delaware 20-5225351

Lance Children, Inc. Ohio 34-1789728 Mr. Wheels, Inc. California 95-3050274

Las Vegas ANUSA, LLC Delaware 46-4756234 Mullinax East, LLC Delaware 57-1174463

Leesburg Imports, LLC

Delaware

06-1712528

MULLINAX FORD NORTH CANTON,INC.

Ohio

34-1706005





IRSEmployer





IRSEmployer


Leesburg Motors, LLC Delaware 06-1712525 Mullinax Ford South, Inc. Florida 59-2745619

Les Marks Chevrolet, Inc. Texas 76-0375065 Mullinax Used Cars, Inc. Ohio 34-1663489

Lew Webb’s Ford, Inc. California 33-0677560 Naperville Imports, Inc. Delaware 65-1151451

LEW WEBB’S IRVINE NISSANHOLDING, LLC

Delaware

20-5225321

NEWPORT BEACH CARSHOLDING, LLC

Delaware

20-5224604

Lew Webb’s Irvine Nissan, Inc. California 33-0374313 NEWPORT BEACH CARS, LLC Delaware 65-0944175

Lewisville Collision, Inc. Delaware 46-4553097 Nichols Ford, Ltd. Texas 20-0057609

Lewisville Imports GP, LLC Delaware 16-1640974 Nichols GP, LLC Delaware 33-1062338

Lewisville Imports, Ltd. Texas 06-1647785 Nissan of Brandon, Inc. Florida 59-2872723

Lot 4 Real Estate Holdings, LLC Delaware 32-0103034 Northpoint Chevrolet, LLC Delaware 47-0922630

Luxury Orlando Imports, Inc. Delaware 45-4496251 Northwest Financial Group, Inc. Washington 91-1666832

Luxury Woodlands Imports, Inc. Delaware 46-4552034 NY LNR Luxury Imports, Inc. Delaware 46-4541298

MacHoward Leasing California 95-2267692 NY Luxury Motors of Mt. Kisco, Inc. Delaware 45-4497466

MACHOWARD LEASING HOLDING,LLC

Delaware

20-5224996

NY Mt. Kisco Luxury Imports, Inc.

Delaware

46-4541484

MacPherson Enterprises, Inc. California 95-2706038 NY Palisades Luxury Imports, Inc. Delaware 45-4496937

Magic Acquisition Corp. Delaware 65-0711428 NY White Plains Luxury Imports, Inc. Delaware 46-4541840

Oxnard European Motors, LLC

Delaware

26-3036624

Republic Risk Management Services,Inc.

Florida

65-0782124

Oxnard Venture Holdings, Inc. Delaware 26-3454865 Resources Aviation, Inc. Florida 65-0858501

Payton-Wright Ford Sales, Inc. Texas 75-1231297 RI Merger Corp. Colorado 84-1492421

Pembroke Motors, Inc. Delaware 65-0948962 RI/BB Acquisition Corp. Delaware 52-2127466

Peyton Cramer Automotive California 33-0612289 RI/BBNM Acquisition Corp. Arizona 86-0914399

PEYTON CRAMER AUTOMOTIVEHOLDING, LLC

Delaware

20-5226609

RI/Hollywood Nissan AcquisitionCorp.

Delaware

65-0784675

PEYTON CRAMER F. HOLDING, LLC Delaware 20-5225040 RI/LLC Acquisition Corp. Colorado 84-1459545

Peyton Cramer Ford California 95-3410394 RI/RMC Acquisition GP, LLC Delaware 33-1062340

Peyton Cramer Infiniti California 33-0567152 RI/RMC Acquisition, Ltd. Texas 20-0057572

PEYTON CRAMER INFINITI HOLDING,LLC

Delaware

20-5226653

RI/RMT Acquisition GP, LLC

Delaware

02-0695720

Peyton Cramer Jaguar California 33-0567150 RI/RMT Acquisition, Ltd. Texas 20-0058111

RI/WFI Acquisition Corporation Delaware 52-2124969

PEYTON CRAMER LM HOLDING, LLC Delaware 20-5224570 RKR Motors, Inc. Florida 65-0070349

Phoenix ANUSA, LLC Delaware 46-4733662 Plano Collision, Inc. Delaware 46-4564729

Pierce Automotive Corporation Arizona 86-0811184 Roseville Motor Corporation California 94-2922942

PIERCE, LLC

Delaware

65-0944638

ROSEVILLE MOTOR HOLDING,LLC

Delaware

20-5225195





IRSEmployer





IRSEmployer


Pitre Chrysler-Plymouth-Jeep of Scottsdale,Inc.

Delaware

86-0928955

Sacramento Collision, Inc.

Delaware

46-4553176

Plains Chevrolet GP, LLC Delaware 06-1699677 Sahara Imports, Inc. Nevada 86-0869592

Plains Chevrolet, Ltd. Texas 20-0058622 SAHARA NISSAN, INC. Nevada 88-0133547

Port City Imports, Inc. Texas 74-2403712

Prime Auto Cosmetics, Inc. Delaware 46-4552973

Prime Auto Resources, Inc. California 33-0718037 SHAMROCK F. HOLDING, LLC Delaware 20-5226693

Quality Nissan GP, LLC Delaware 06-1699678 Shamrock Ford, Inc. California 94-2220473

Quality Nissan, Ltd. Texas 20-0058629 Six Jays LLC Colorado 84-1364768

Quinlan Motors, Inc. Florida 59-3268936 SMI MOTORS HOLDING, LLC Delaware 20-5226719

R. Coop Limited Colorado 84-1251979 SMI Motors, Inc. California 95-4399082

R.L. Buscher II, Inc. Colorado 84-1171763 South Broadway Motors, LLC Delaware 65-0944625

R.L. Buscher III, Inc. Colorado 84-1171764 Southwest Motors of Denver, LLC Delaware 65-0944643

Real Estate Holdings, Inc. Florida 65-0789583 STAR MOTORS, LLC Delaware 65-0944646

RENTON H IMPORTS, INC. Delaware 84-1491657 Steakley Chevrolet GP, LLC Delaware 02-0695725

Republic Resources Company Delaware 51-0370517 Steakley Chevrolet, Ltd. Texas 20-0058140

Steeplechase Motor Company Texas 76-0244476 TN F Imports, LLC Delaware 45-4504984

STEVE MOORE CHEVROLET DELRAY,LLC

Delaware

65-0944647

TORRANCE NISSAN HOLDING,LLC

Delaware

20-5224866

STEVE MOORE CHEVROLET, LLC Delaware 65-0944670 TORRANCE NISSAN, LLC Delaware 65-0944661

STEVENS CREEK HOLDING, LLC Delaware 20-5225154 Tousley Ford, Inc. Minnesota 41-0609970

Stevens Creek Luxury Imports Holding, LLC

Delaware

45-4503334


Georgia

88-0377743

Stevens Creek Luxury Imports, Inc. Delaware 45-4496303 Triangle Corporation Delaware 52-2025037

Stevens Creek Motors, Inc. California 94-3010181 T-West Sales & Service, Inc. Nevada 88-0235466

Sunrise Nissan of Jacksonville, Inc. Florida 59-3427446 TX Alliance Motors, Inc. Texas 74-2941297

Sunrise Nissan of Orange Park, Inc. Florida 59-1357686 TX Ennis Autoplex Motors, Inc. Texas 75-2301576

Sunset Pontiac-GMC Truck South, Inc.

Florida

59-3128431

TX Motors of North Richland Hills,Inc.

Delaware

75-1574866

Sunset Pontiac-GMC, Inc. Michigan 38-1919584 TX Motors on Katy Freeway, Inc. Texas 74-2941811

Superior Nissan, Inc. North Carolina 62-1306501 TX Motors on Southwest Loop, Inc. Texas 75-2095119

SUTHERLIN CHRYSLER-PLYMOUTHJEEP-EAGLE, LLC

Delaware

65-0944667

TX West Houston Motors, Inc.

Texas

74-2705707

Sutherlin H. Imports, LLC Delaware 47-0922631 Valencia Auto Imports Holding, LLC Delaware 45-4503286

Sutherlin Imports, LLC

Delaware

65-0944664

VALENCIA B. IMPORTS HOLDING,LLC

Delaware

20-5225959

SUTHERLIN NISSAN, LLC Delaware 65-0944665 Valencia B. Imports, Inc. Delaware 20-0152054

Tasha Incorporated California 94-2512050 Valencia Dodge California 95-3935812





IRSEmployer





IRSEmployer


Tempe Auto Imports, Inc. Delaware 46-4551989 VALENCIA DODGE HOLDING, LLC Delaware 20-5226772

TERRY YORK MOTOR CARS HOLDING,LLC

Delaware

20-5226742

VALENCIA H. IMPORTS HOLDING,LLC

Delaware

20-5226809

Terry York Motor Cars, Ltd. California 95-3549353 Valencia H. Imports, Inc. Delaware 20-0152004

Texan Ford Sales, Ltd. Texas 20-0058068 VALLEY CHEVROLET, LLC Delaware 47-0922623

Texan Ford, Inc.

Texas

76-0207034

VANDERBEEK MOTORSHOLDING, LLC

Delaware

20-5226839

Texan Sales GP, LLC Delaware 02-0695727 Vanderbeek Motors, Inc. California 94-2494800

Texas Management Companies LP, LLC Delaware 52-2135873 Vanderbeek Olds/GMC Truck, Inc. California 68-0072435

VANDERBEEK TRUCK HOLDING,LLC

Delaware

20-5373982

The Pierce Corporation II, Inc. Arizona 86-0743383 VILLAGE MOTORS, LLC Delaware 65-0944660

Tinley Park A. Imports, Inc. Delaware 52-2124968 Vince Wiese Chevrolet, Inc. Delaware 95-2703429

Tinley Park J. Imports, Inc. Delaware 52-2104777 VINCE WIESE HOLDING, LLC Delaware 20-5226871

Tinley Park V. Imports, Inc. Delaware 84-1041105 VistaCal Luxury Imports, Inc. Delaware 46-4551856

TN CDJR Motors, LLC Delaware 45-4504914 W.O. Bankston Nissan, Inc. Texas 75-1279211

WALLACE DODGE, LLC Delaware 65-0944659 Westgate Chevrolet, Ltd. Texas 20-0058608

WALLACE FORD, LLC Delaware 65-0944658 Westmont A. Imports, Inc. Delaware 65-0725800

WALLACE LINCOLN-MERCURY, LLC Delaware 65-0944657 Westmont B. Imports, Inc. Delaware 65-1151452

WALLACE NISSAN, LLC Delaware 65-0944655 Westmont Collision, Inc. Delaware 46-4552876

Webb Automotive Group, Inc. California 33-0338459 Westmont M. Imports, Inc. Delaware 65-1151453

West Colorado Motors, LLC Delaware 65-0944593 Woody Capital Investment Company II Colorado 84-1167986

West Houston Luxury Imports, Inc. Delaware 46-4552448 Woody Capital Investment Company III Colorado 84-1167988

West Side Motors, Inc. Tennessee 62-1030139 Working Man’s Credit Plan, Inc. Texas 75-2458731

Westgate Chevrolet GP, LLC Delaware 06-1699676 WPB Collision, Inc. Delaware 52-2109996 * All Additional Registrants have the following principal executive office:

c/o AutoNation, Inc.200 SW 1st AveFort Lauderdale, Florida 33301(954) 769-6000

Item 1. General Information. Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the CurrencyTreasury DepartmentWashington, D.C.

Federal Deposit Insurance CorporationWashington, D.C.

Federal Reserve Bank of San FranciscoSan Francisco, California 94120

(b) Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.

None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15. Foreign Trustee. Not applicable.

Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility.

Exhibit 1. A copy of the Articles of Association of the trustee now in effect.*

Exhibit 2.

A copy of the Comptroller of the Currency Certificate of Corporate Existence for Wells Fargo Bank, National Association, datedJanuary 14, 2015.*

Exhibit 3.

A copy of the Comptroller of the Currency Certification of Fiduciary Powers for Wells Fargo Bank, National Association, datedJanuary 6, 2014.*

Exhibit 4. Copy of By-laws of the trustee as now in effect.*

Exhibit 5. Not applicable.

Exhibit 6. The consent of the trustee required by Section 321(b) of the Act.

Exhibit 7.

A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examiningauthority.

Exhibit 8. Not applicable.

Exhibit 9. Not applicable. * Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit to the Filing 305B2 dated March 13, 2015 of file

number 333-190926.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national bankingassociation organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf bythe undersigned, thereunto duly authorized, all in the City of Atlanta and State of Georgia on the 6th day of February, 2019.

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/ Stefan VictoryStefan VictoryVice President

EXHIBIT 6

February 6, 2019

Securities and Exchange CommissionWashington, D.C. 20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of theundersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to theSecurities and Exchange Commission upon its request therefor.

Very truly yours,

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/ Stefan Victory Stefan Victory Vice President

Exhibit 7

Consolidated Report of Condition of

Wells Fargo Bank National Associationof 101 North Phillips Avenue, Sioux Falls, SD 57104

And Foreign and Domestic Subsidiaries,at the close of business December 31, 2018, filed in accordance with 12 U.S.C. §161 for National Banks.

Dollar AmountsIn Millions

ASSETS Cash and balances due from depository institutions:

Noninterest-bearing balances and currency and coin $ 22,427 Interest-bearing balances 149,483

Securities: Held-to-maturity securities 144,679 Available-for-sale securities 255,037 Equity Securities with readily determinable fair value not held for trading 79

Federal funds sold and securities purchased under agreements to resell: Federal funds sold in domestic offices 114 Securities purchased under agreements to resell 41,906

Loans and lease financing receivables: Loans and leases held for sale 7,833 Loans and leases, net of unearned income 923,885 LESS: Allowance for loan and lease losses 9,504 Loans and leases, net of unearned income and allowance 914,381

Trading Assets 40,722 Premises and fixed assets (including capitalized leases) 7,982 Other real estate owned 457 Investments in unconsolidated subsidiaries and associated companies 12,863 Direct and indirect investments in real estate ventures 229 Intangible assets 39,280 Other assets 51,879

Total assets $ 1,689,351

LIABILITIES Deposits:

In domestic offices $ 1,282,404 Noninterest-bearing 399,731 Interest-bearing 882,673

In foreign offices, Edge and Agreement subsidiaries, and IBFs 59,567 Noninterest-bearing 1,084 Interest-bearing 58,483

Federal funds purchased and securities sold under agreements to repurchase: Federal funds purchased in domestic offices 6,516 Securities sold under agreements to repurchase 5,959

Dollar Amounts

In Millions Trading liabilities 11,537 Other borrowed money

(includes mortgage indebtedness and obligations under capitalized leases) 115,522 Subordinated notes and debentures 11,751 Other liabilities 30,852

Total liabilities $ 1,524,108 EQUITY CAPITAL Perpetual preferred stock and related surplus 0 Common stock 519 Surplus (exclude all surplus related to preferred stock) 114,541 Retained earnings 53,527 Accumulated other comprehensive income -3,686 Other equity capital components 0

Total bank equity capital 164,901 Noncontrolling (minority) interests in consolidated subsidiaries 342

Total equity capital 165,243

Total liabilities, and equity capital $ 1,689,351

I, John R. Shrewsberry, Sr. EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been preparedin conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

John R. Shrewsberry Sr. EVP & CFO

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by usand to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authorityand is true and correct.

DirectorsJames QuigleyTheodore F. Craver, Jr.Karen B. Peetz

autonation, inc.d18rn0p25nwr6d.cloudfront.net/cik-0000350698/93cf780d-63c1-40c6-b1f6-e... ·...

Documents