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GROUP 1 AUTOMOTIVE INC : Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits (form 8-K)

08/04/2020 | 06:05am

Item 1.01 - Entry into a Material Definitive Agreement.

Purchase Agreement

On August 3, 2020, Group 1 Automotive, Inc. (the "Company") entered into a
purchase agreement (the "Purchase Agreement"), by and among the Company, J.P.
Morgan Securities LLC
, as representative of the initial purchasers listed in
Schedule 1 thereto (the "Initial Purchasers"), and the guarantors listed in
Schedule 2 thereto (collectively, the "Guarantors"), which provides for the sale
by the Company of $550,000,000 aggregate principal amount of its 4.000% Senior
Notes due 2028 (the "Notes") to the Initial Purchasers (the "Offering"). The
Notes will be initially sold to investors at par. The Notes will be guaranteed
on an unsecured senior basis (the "Guarantees") by each of the Guarantors. The
closing of the issuance and sale of the Notes is expected to occur on August 17,
, subject to customary closing conditions.

The Notes will mature on August 15, 2028 and will be redeemable at the Company's
option at specified prices on or after August 15, 2023. Before then the Company
will be entitled to redeem a portion of the Notes using certain equity proceeds
and will be otherwise entitled to redeem the Notes at a specified make-whole
redemption price. The Notes will contain customary restrictive covenants and
will obligate the Company to offer to repurchase the Notes in the event of a
change of control.

The Company expects to receive net proceeds of $543 million from the Offering
after deducting the Initial Purchasers' discounts and commissions and estimated
offering expenses. The Company expects to use the proceeds of the Offering,
together with cash on hand, to redeem all of the outstanding 5.000% Senior Notes
due 2022 (the "2022 Notes") and pay all fees and expenses related to the
Offering and the redemption of the 2022 Notes.

The Notes and Guarantees will be offered and sold to the Initial Purchasers
pursuant to an exemption from the registration requirements under the Securities
Act of 1933, as amended (the "Securities Act"). The Initial Purchasers intend to
resell the Notes to persons reasonably believed to be qualified institutional
buyers under Rule 144A of the Securities Act and to persons outside the United
pursuant to Regulation S of the Securities Act.

The Purchase Agreement contains customary representations, warranties and
covenants and includes the terms and conditions for the sale of the Notes,
indemnification (including indemnification for liabilities under the Securities
Act) and contribution obligations and other terms and conditions customary in
agreements of this type.

The summary of the Purchase Agreement set forth in this Item 1.01 does not
purport to be complete and is qualified by reference to such agreement, a copy
of which is being filed as Exhibit 10.1 hereto and is incorporated herein by

The information contained in this Current Report on Form 8-K, including the
exhibits, shall not constitute an offer to sell or the solicitation of an offer
to buy the Notes nor shall there be any sale of the Notes in any state in which
such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.


Certain of the Initial Purchasers and their affiliates have engaged in
investment banking, commercial banking and other financial advisory and
commercial dealings with the Company and its affiliates. In particular, U.S.
Bank National Association
, an affiliate of U.S. Bancorp Investments, Inc., is
the administrative agent under the Company's revolving credit facility and
affiliates of certain of the initial purchasers are lenders under the Company's
revolving credit facility. In addition, Wells Fargo Bank, National Association,
an affiliate of Wells Fargo Securities, LLC, will be the trustee under the
indenture that will govern the notes. Affiliates of certain of the initial
purchasers may hold a portion of the 2022 Notes, and consequently, may receive a
portion of the net proceeds from the Offering.



Item 8.01 - Other Events.

On August 3, 2020, the Company issued a press release announcing the pricing of
the Offering described in Item 1.01 of this Current Report on Form 8-K. In
connection with the pricing of the Offering, the Company also announced that it
expects to redeem all of the outstanding 2022 Notes on September 2, 2020 (the
"Redemption Date"), at a redemption price equal to 100.000% of the principal
amount thereof, together with accrued and unpaid interest thereon, to the
Redemption Date, subject to the completion of the Offering. Wells Fargo Bank,
National Association
, as trustee and paying agent, distributed a notice of
conditional redemption to all registered holders of the 2022 Notes today. A copy
of this press release is filed as Exhibit 99.1 to this report, which is
incorporated by reference into this Item 8.01.



Item 9.01 - Financial Statements and Exhibits.

(d) Exhibits.

Number Description

10.1 Purchase Agreement, dated August 3, 2020, by and among Group 1
Automotive, Inc.
, J.P. Morgan Securities LLC, as representative of the
initial purchasers listed in Schedule 1 thereto, and the guarantors
listed in Schedule 2 thereto.

99.1 Press Release of Group 1 Automotive, Inc. dated as of August 3,

104 Cover Page Interactive Data File (embedded within the Inline XBRL



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