Group 1 Automotive, Inc. announced on September 8, 2026, its intention to offer for sale $1.25 billion in aggregate principal amount of senior unsecured notes. The offering consists of two tranches: $625.0 million in notes due 2032 and an additional $625.0 million in notes due 2035. The company stated that the notes will be offered to qualified institutional buyers in the United States pursuant to Rule 144A and to non-U.S. persons outside of the United States in compliance with Regulation S.
The company intends to use the net proceeds from this offering to fund the purchase price for its previously announced acquisition of certain dealership assets and related real estate from Hennessy Automobile Companies, Inc. and its affiliates. Because the closing of this acquisition is expected to occur after the closing of the notes offering, the company plans to use the net proceeds initially to repay a portion of outstanding borrowings under its revolving credit facility. These funds are expected to be reborrowed at the closing of the acquisition to finance a portion of the purchase price.
The company has outlined specific conditions under which the notes may be redeemed. If the acquisition of assets from Hennessy Automobile Companies is not completed on or prior to the later of January 6, 2027, or a specified extension date, the company will be required to redeem all outstanding 2032 Notes at a price equal to 100% of the initial issue price, plus accrued interest. In the event of a mandatory redemption or the termination of the purchase agreement prior to that date, the company intends to use any remaining net proceeds to repay borrowings under its revolving credit facility and for general corporate purposes.
The notes have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption.
