Group 1 Automotive, Inc. announced on September 22, 2026, the closing of a private offering of senior notes. The company sold $625.0 million in aggregate principal amount of 6.250% senior unsecured notes due 2032 and an additional $625.0 million in aggregate principal amount of 6.625% senior unsecured notes due 2035. The total offering size was $1.25 billion.
Group 1 received net proceeds of approximately $1.236 billion from the sale, after deducting initial purchasers' discounts, commissions, and estimated offering expenses. The company intends to use these funds, along with cash on hand, to finance the previously announced acquisition of dealership assets and related real estate from Hennessy Automobile Companies, Inc. and its affiliates. Pending the completion of this acquisition, the company plans to use the net proceeds to repay a portion of borrowings under its revolving credit facility.
The notes were issued under indentures dated September 22, 2026, governed by Computershare Trust Company, N.A., as trustee. The 2032 Notes mature on February 1, 2032, and the 2035 Notes mature on February 1, 2035. Interest payments for both series of notes are due on February 1 and August 1 of each year, beginning February 1, 2027.
The notes are senior unsecured obligations of the company. They rank equal to all existing and future senior unsecured indebtedness, effectively subordinated to senior secured debt, and senior to subordinated indebtedness. The indentures include covenants that restrict the company's ability to incur additional debt, pay dividends, sell assets, and enter into certain transactions with affiliates. The notes also contain customary events of default, including failures to pay principal or interest and defaults on other indebtedness exceeding $250 million.
The offering was conducted in transactions exempt from registration requirements under the Securities Act of 1933. The notes were sold to qualified institutional buyers under Rule 144A and to non-U.S. persons outside the United States pursuant to Regulation S.
