Group 1 Automotive Closes $1,250.0 Million Offering of Senior Notes

Group 1 Automotive secures $1.25 billion in long-dated debt to finance the Hennessy dealership acquisition and manage its revolving credit usage.

Rhea-AI Summary

Group 1 Automotive (GPI) has closed a $1.25 billion private offering of senior unsecured notes split between 6.250% notes due 2032 and 6.625% notes due 2035.

The company issued $625.0 million aggregate principal amount of 2032 Notes and $625.0 million of 2035 Notes. Net proceeds, together with cash on hand, are intended to fund the purchase price of the previously announced Hennessy Acquisition and related fees and expenses. Until that closing, Group 1 plans to use the proceeds to repay borrowings under the acquisition line of its revolving credit facility, which it expects to reborrow at closing. If the Hennessy Acquisition is not completed by the applicable Outside Date, or certain other events occur, Group 1 must redeem all 2032 Notes at 100% of initial issue price plus accrued interest.

Positive

• $1.25 billion of long-dated senior unsecured notes issued at 6.250% and 6.625% coupons
• Proceeds designated to fund the Hennessy Acquisition purchase price and related costs
• Interim use of proceeds to repay revolving credit acquisition line borrowings

Negative

• New senior unsecured debt of $1.25 billion adds fixed interest obligations at 6.250% and 6.625%

Market Context

The same financing's prior notices produced a 2.25% gain and a 6.43% decline over 24 hours; this clo...

Analysis

The same financing's prior notices produced a 2.25% gain and a 6.43% decline over 24 hours; this closing confirmed execution of the previously priced notes transaction.

Key Figures

Total offering: $1,250.0 million 2032 Notes: $625.0 million at 6.250% 2035 Notes: $625.0 million at 6.625% +2 more

Total offering

$1,250.0 million

Senior unsecured notes offering

2032 Notes

$625.0 million at 6.250%

Due 2032

2035 Notes

$625.0 million at 6.625%

Due 2035

Special Mandatory Redemption

100% of initial issue price

2032 Notes if specified acquisition conditions are not met

Special Mandatory Redemption Outside Date

January 6, 2027

Later date may apply if the acquisition agreement is extended

Previous Offering Reports

2 past events · Latest: Sep 08

Same Type 2 events

1. Sep 08

   Notes pricing

   24h Move

   +2.3%

   Pricing established two senior note tranches supporting the pending Hennessy Acquisition.

2. Sep 08

   Notes offering

   24h Move

   -6.4%

   Initial offering announcement introduced debt financing for the pending Hennessy Acquisition.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

senior unsecured notes, special mandatory redemption, rule 144a, regulation s

4 terms

senior unsecured notes financial

"aggregate principal amount of its 6.250% senior unsecured notes due 2032"

Senior unsecured notes are a type of loan a company borrows from investors, promising to pay back with interest. They are called "unsecured" because they aren’t backed by specific assets like buildings or equipment, but "senior" because they are paid back before other debts if the company gets into trouble. Investors see them as a relatively safer way for companies to raise money.

special mandatory redemption financial

"the Company will be required to redeem all of the 2032 Notes"

A special mandatory redemption is a contractual obligation that forces a company to repay certain debt or preferred shares early when a specific trigger event occurs (for example, a change in tax law, regulatory change, or sale). For investors it matters because it ends the expected income stream and returns principal at a pre-set price, potentially altering returns, tax outcomes and a company’s cash needs — like a lender calling a loan back when rules change.

rule 144a regulatory

"in an offering exempt from registration pursuant to Rule 144A"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

regulation s regulatory

"to non-U.S. persons outside of the United States in compliance with Regulation S"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

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HOUSTON, Sept. 22, 2026 /PRNewswire/ -- Group 1 Automotive, Inc. (NYSE: GPI) ("Group 1" or the "Company"), a Fortune 250 automotive retailer with 249 dealerships located in the U.S. and U.K., today announced the closing of its previously announced private placement of $625.0 million in aggregate principal amount of its 6.250% senior unsecured notes due 2032 (the "2032 Notes") and $625.0 million in aggregate principal amount of its 6.625% senior unsecured notes due 2035 (the "2035 Notes" and, together with the 2032 Notes, the "Notes").

The Company intends to use the net proceeds of the offering, together with cash on hand, to fund the purchase price for its previously announced acquisition of certain dealership assets and related real estate from Hennessy Automobile Companies, Inc. and certain of its affiliates (the "Hennessy Acquisition") and to pay related fees and expenses. Pending the closing of the Hennessy Acquisition, the Company intends to use the net proceeds to repay a portion of the outstanding borrowings under the acquisition line under its revolving credit facility, which the Company expects to reborrow at the closing of the Hennessy Acquisition to fund a portion of the purchase price.

"We are pleased to have closed this offering, which provides us with long-dated capital to fund the Hennessy Acquisition on attractive terms," said Daniel McHenry, the Company's Chief Financial Officer and CEO of UK Operations. "I want to thank the investors who participated for their confidence in Group 1, as well as our financing partners and the teams across our organization whose work made this transaction possible."

If the Hennessy Acquisition is not consummated on or prior to the later of (x) January 6, 2027 (the "Outside Date") and (y) such date to which the Outside Date under the purchase agreement relating to the Hennessy Acquisition may be extended in accordance with the terms thereof (such later date, the "Special Mandatory Redemption Outside Date"), or upon the occurrence of certain other events, including the termination of the purchase agreement related to the Hennessy Acquisition prior to the Special Mandatory Redemption Outside Date, the Company will be required to redeem all of the 2032 Notes then outstanding at a redemption price equal to 100% of the initial issue price thereof, plus accrued and unpaid interest, if any, from the issue date to, but excluding, the redemption date (the "Special Mandatory Redemption"). In that case, the Company intends to use the net proceeds of the offering that are not used to fund the Special Mandatory Redemption to repay borrowings under the Company's revolving credit facility and for general corporate purposes.

The Notes have not been, and will not be, registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws, and thus, the Notes may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Notes were offered and sold to persons reasonably believed to be qualified institutional buyers in an offering exempt from registration pursuant to Rule 144A under the Securities Act and to non-U.S. persons outside of the United States in compliance with Regulation S under the Securities Act. This announcement shall not constitute an offer to sell or a solicitation of an offer to buy any of these Notes or any security, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.

ABOUT GROUP 1 AUTOMOTIVE, INC.

Group 1 owns and operates 249 automotive dealerships, 310 franchises, and 32 collision centers in the United States and the United Kingdom that offer 37 brands of automobiles. Through its dealerships and omni-channel platform, the Company sells new and used cars and light trucks; arranges related vehicle financing; sells service contracts; provides automotive maintenance and repair services; and sells vehicle parts.

FORWARD-LOOKING STATEMENTS

This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, which are statements related to future, not past, events and are based on our current expectations and assumptions regarding our business, the economy and other future conditions. In this context, the forward-looking statements include statements regarding the intended use of proceeds and the pending Hennessy Acquisition. These forward-looking statements often contain words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "should," "foresee," "may" or "will" and similar expressions. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate. Any such forward-looking statements are not assurances of future performance and involve risks and uncertainties that may cause actual results to differ materially from those set forth in the statements. These risks and uncertainties include, among other things, (a) general economic and business conditions, (b) the impacts of sustained levels of inflation, including reduced affordability of automobiles for consumers, (c) developments in U.S. and global trade policy, including the imposition by the U.S. of significant tariffs on the import of automobiles and certain materials used in our parts and services business and the resulting consequences (including, but not limited to, retaliatory tariffs by non-U.S. nations, supply chain disruptions, vehicle and part cost increases and demand decreases, and potential recessions in the U.S. and U.K.) and the passage of the "One Big Beautiful Bill," including the associated impact on tax deductions in the domestic car industry and the elimination of certain clean energy tax credits, which could impact incentives for electric vehicle production and sales, (d) the level of manufacturer incentives, (e) our ability to comply with extensive laws, regulations and policies applicable to our operations, including BEV mandates in the U.K., and their impact on new vehicle demand, (f) our ability to obtain an inventory of desirable new and used vehicles (including as a result of changes in the international trade environment), (g) our relationship with our automobile manufacturers and the willingness of manufacturers to approve future acquisitions, (h) our cost of financing and the availability of credit for consumers, (i) our ability to complete acquisitions and dispositions, including the pending Hennessy Acquisition, on a timely basis, if at all and the risks associated therewith, (j) our ability to successfully integrate recent and future acquisitions, including the Hennessy Acquisition, and realize the expected benefits from consummated acquisitions, (k) foreign exchange controls and currency fluctuations, (l) the armed conflicts in Ukraine and the Middle East, including that between the U.S. and Iran, (m) broader macroeconomic challenges in the U.K., including inflationary pressures, fluctuations in interest and foreign exchange rates and overall economic volatility, which could further impact vehicle affordability, demand and our financial performance in that market, (n) our ability to maintain sufficient liquidity to operate, and (o) a material failure in or breach of our vendors' information technology systems and other cybersecurity incidents. For additional information regarding known material factors that could cause our actual results to differ from our projected results, please see our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.

Investor contacts:

David Helderman
Senior Manager, Investor Relations
Group 1 Automotive, Inc.
ir@group1auto.com

Media contacts:

Pete DeLongchamps
Senior Vice President, Manufacturer Relations, Financial Services and Corporate Development
Group 1 Automotive, Inc.
pdelongchamps@group1auto.com

Kimberly Barta
Head of Advertising, Brand and Communications
Group 1 Automotive, Inc.
kbarta@group1auto.com 

or

Jude Gorman / Clayton Erwin
Collected Strategies
Group1-CS@collectedstrategies.com 

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SOURCE Group 1 Automotive, Inc.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What are the key terms of Group 1 Automotive's new senior notes?

The offering consists of two tranches: $625.0 million aggregate principal amount of 6.250% senior unsecured notes due 2032 and $625.0 million aggregate principal amount of 6.625% senior unsecured notes due 2035. The notes are senior unsecured obligations and were sold in a private placement.

How will Group 1 Automotive use the proceeds from the senior notes offering?

The company intends to use the net proceeds, together with cash on hand, to fund the purchase price for the Hennessy Acquisition and to pay related fees and expenses. Until that acquisition closes, it plans to apply the proceeds to repay a portion of outstanding borrowings under the acquisition line of its revolving credit facility, which it expects to reborrow at closing to fund part of the purchase price.

What happens to the notes if the Hennessy Acquisition does not close?

If the Hennessy Acquisition is not consummated on or before the Special Mandatory Redemption Outside Date, or if certain other events occur such as termination of the purchase agreement before that date, Group 1 will be required to redeem all 2032 Notes then outstanding at a price equal to 100% of their initial issue price plus accrued and unpaid interest from the issue date to, but excluding, the redemption date. The company then intends to use any remaining net proceeds to repay borrowings under its revolving credit facility and for general corporate purposes.

Who was eligible to purchase these new Group 1 Automotive notes?

The notes were offered and sold only to persons reasonably believed to be qualified institutional buyers in an offering exempt from registration under Rule 144A of the Securities Act and to non-U.S. persons outside the United States in compliance with Regulation S. The notes have not been, and will not be, registered under the Securities Act or state securities laws.