Group 1 Automotive raises $1.25B in senior notes
Group 1 Automotive privately issued $1.25 billion of senior unsecured notes to finance its pending Hennessy dealership acquisition and refinance acquisition borrowings.
Rhea-AI Filing Summary
Group 1 Automotive, Inc. (GPI) completed a private placement of senior unsecured notes totaling $1.25 billion, consisting of $625.0 million of 6.250% Senior Notes due 2032 and $625.0 million of 6.625% Senior Notes due 2035, with related guarantees by certain subsidiaries.
The company received approximately $1,236.0 million in net proceeds and intends to use them, together with cash on hand, to fund the purchase price of the pending Hennessy automobile dealership acquisition and related fees and expenses. Until that closing, Group 1 plans to temporarily repay borrowings under its acquisition line of its revolving credit facility.
The notes are senior unsecured obligations with customary covenants, optional redemption features, a Special Mandatory Redemption of the 2032 Notes if the Hennessy acquisition does not close by the specified outside date, and a requirement to repurchase all notes at 101% of principal upon a defined Change of Control.
Positive
- $1.25 billion in long-dated notes successfully placed, providing committed capital to fund the Hennessy dealership and real estate acquisition and related costs.
- Structure includes a Special Mandatory Redemption on the 2032 Notes if the Hennessy acquisition does not close, limiting use of proceeds risk for noteholders.
- Proceeds can temporarily repay acquisition-line borrowings under the revolving credit facility, potentially improving near-term liquidity and flexibility.
Negative
- Company adds $1.25 billion of new senior unsecured debt at fixed coupons of 6.250% and 6.625%, increasing ongoing interest expense and leverage.
Insights
Analyzing...
8-K Event Classification
Key Figures
Key Terms
Senior Notes financial
Indenture financial
Special Mandatory Redemption financial
Change of Control financial
qualified institutional buyers regulatory
Regulation S regulatory
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What debt offering did Group 1 Automotive (GPI) complete on September 22, 2026?
How will GPI use the $1.236 billion net proceeds from the senior notes offering?
What are the key terms and maturities of GPI’s new senior notes?
What is the Special Mandatory Redemption feature on GPI’s 2032 Notes?
How are GPI’s new senior notes ranked in the capital structure?
What change of control protection is included in GPI’s senior notes?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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 or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
On September 22, 2026, Group 1 Automotive, Inc. (the “Company”) completed a private offering to eligible purchasers (the “Offering”) of (i) $625.0 million aggregate principal amount of its 6.250% Senior Notes due 2032 (the “2032 Notes”) and (ii) $625.0 million aggregate principal amount of its 6.625% Senior Notes due 2035 (the “2035 Notes” and, together with the 2032 Notes, the “Notes”), along with the related guarantees of the Notes (the “Guarantees”). The Company received net proceeds of approximately $1,236.0 million from the Offering, after deducting the initial purchasers’ discounts and commissions and estimated offering expenses. 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 of the Offering 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.
The Notes and Guarantees were issued in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and were resold by the initial purchasers to persons reasonably believed to be qualified institutional buyers under Rule 144A of the Securities Act and to persons outside of the United States pursuant to Regulation S of the Securities Act.
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.
Indentures and Senior Notes
The 2032 Notes were issued under and are governed by the indenture, dated September 22, 2026 (the “2032 Notes Indenture”), by and among the Company, the guarantors party thereto (the “2032 Notes Guarantors”) and Computershare Trust Company, N.A., as trustee (the “Trustee”). The 2035 Notes were issued under and are governed by the indenture, dated September 22, 2026 (the “2035 Notes Indenture” and, together with the 2032 Notes Indenture, the “Indentures”), by and among the Company, the guarantors party thereto (the “2035 Notes Guarantors” and, together with the 2032 Notes Guarantors, the “Guarantors”) and the Trustee.
Maturity and Interest
The 2032 Notes will mature on February 1, 2032, and interest is payable on the 2032 Notes on February 1 and August 1 of each year, commencing on February 1, 2027.
The 2035 Notes will mature on February 1, 2035, and interest is payable on the 2035 Notes on February 1 and August 1 of each year, commencing on February 1, 2027.
Ranking
The Notes are the Company’s senior unsecured obligations and will rank: (i) equal in right of payment with all existing and future senior unsecured indebtedness of the Company; (ii) effectively subordinated to all existing and future senior secured debt of the Company to the extent of the value of the assets securing such debt; (iii) senior in right of payment to all existing and future subordinated indebtedness of the Company; and (iv) structurally subordinated to all existing and future liabilities (including trade payables) of any non-guarantor subsidiaries. The Guarantees will rank equally in right of payment with all of the Guarantors’ existing and future senior indebtedness and senior in right of payment to all of the Guarantors’ existing and future subordinated indebtedness.
Redemption
2032 Notes
At any time prior to February 1, 2030, the Company may redeem up to 40% of the original principal amount of the 2032 Notes using the proceeds of certain equity offerings at a redemption price of 106.250% of the principal amount of the 2032 Notes, together with accrued and unpaid interest, if any, to, but excluding, the date of redemption, provided that:
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| (i) | at least 60% of the aggregate principal amount of all 2032 Notes issued remains outstanding after each such redemption; and |
| (ii) | the redemption occurs within 120 days of the date of the closing of such equity offering. |
Prior to February 1, 2030, the Company may redeem all or a part of the 2032 Notes at a redemption price equal to 100% of the principal amount of the 2032 Notes redeemed plus an applicable make-whole premium as of, and accrued and unpaid interest, if any, on the 2032 Notes redeemed to, the applicable date of redemption.
On or after February 1, 2030, the Company may on any one or more occasions redeem all or a part of the 2032 Notes at the following redemption prices (expressed as percentages of the principal amount) plus accrued and unpaid interest, if any, on the 2032 Notes redeemed, to, but excluding, the applicable redemption date, if redeemed during the 12-month period beginning on February 1 of the years indicated:
| Year |
Percentage | |
| 2030 |
103.125% | |
| 2031 |
101.563% | |
| 2032 and thereafter |
100.000% |
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 Acquisition Agreement (as defined in the 2032 Notes Indenture) 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 Acquisition Agreement 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.
2035 Notes
At any time prior to February 1, 2031, the Company may redeem up to 40% of the original principal amount of the 2035 Notes using the proceeds of certain equity offerings at a redemption price of 106.625% of the principal amount of the 2035 Notes, together with accrued and unpaid interest, if any, to, but excluding, the date of redemption, provided that:
| (i) | at least 60% of the aggregate principal amount of all 2035 Notes issued remains outstanding after each such redemption; and |
| (ii) | the redemption occurs within 120 days of the date of the closing of such equity offering. |
Prior to February 1, 2031, the Company may redeem all or a part of the 2035 Notes at a redemption price equal to 100% of the principal amount of the 2035 Notes redeemed plus an applicable make-whole premium as of, and accrued and unpaid interest, if any, on the 2035 Notes redeemed to, the applicable date of redemption.
On or after February 1, 2031, the Company may on any one or more occasions redeem all or a part of the 2035 Notes at the following redemption prices (expressed as percentages of the principal amount) plus accrued and unpaid interest, if any, on the 2035 Notes redeemed, to, but excluding, the applicable redemption date, if redeemed during the 12-month period beginning on February 1 of the years indicated:
| Year |
Percentage | |
| 2031 |
103.313% | |
| 2032 |
101.656% | |
| 2033 and thereafter |
100.000% |
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Change of Control
Upon the occurrence of a Change of Control (as defined in each of the Indentures), the Company will be required to make an offer to purchase all outstanding Notes at a purchase price equal to 101% of their principal amount plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.
Covenants
Each of the Indentures restricts the Company’s ability and the ability of its Restricted Subsidiaries (as defined in each of the Indentures) to: (i) incur additional indebtedness and guarantee indebtedness; (ii) pay dividends or make other distributions or repurchase or redeem the Company’s capital stock; (iii) prepay, redeem or repurchase certain debt; (iv) issue certain preferred stock or similar equity securities; (v) make loans and investments; (vi) sell assets; (vii) incur liens; (viii) enter into transactions with affiliates; (ix) enter into agreements restricting the Company’s subsidiaries’ ability to pay dividends; and (x) consolidate, merge or sell substantially all of the Company’s assets. These covenants are subject to a number of important exceptions and qualifications. Certain covenants will be suspended and will not apply to the Notes for such period of time, if any, that the Notes have investment grade ratings from either S&P Global Ratings or Moody’s Investors Service, Inc. and no default or event of default shall have occurred and be continuing at the time of suspension.
Events of Default
Each of the Indentures contains customary events of default, including:
| • | failure to pay principal of (or premium, if any, on) any Note when due and payable, at maturity, upon redemption or otherwise; |
| • | failure to pay any interest on any Note when due and payable and such default continues for 30 days; |
| • | default in the payment of principal and interest on Notes required to be purchased pursuant to an offer to purchase when due and payable; |
| • | failure by the Company to comply with its obligations under the Indentures, in certain cases subject to notice and grace periods; |
| • | payment defaults and accelerations with respect to other indebtedness of the Company and its Restricted Subsidiaries in the aggregate principal amount of $250.0 million or more; |
| • | failure by the Company or any Restricted Subsidiary to pay certain final judgments aggregating in excess of $250.0 million within 60 days; |
| • | certain events of bankruptcy, insolvency or reorganization of the Company or a Significant Restricted Subsidiary (as defined in the Indentures) or group of Restricted Subsidiaries that, taken together, would constitute a Significant Restricted Subsidiary; and |
| • | any Guarantee of the Notes by a Guarantor ceases to be in full force and effect, is declared unenforceable or invalid in a judicial proceeding or is denied or disaffirmed by its maker. |
The foregoing description of the Indentures is a summary only and is qualified in its entirety by the full text of the 2032 Notes Indenture and the 2035 Notes Indenture, which are filed as Exhibit 4.1 and Exhibit 4.2, respectively, to this Current Report on Form 8-K, and incorporated by reference herein.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information included in Item 1.01 of this Form 8-K is incorporated by reference into this Item 2.03 of this Form 8-K.
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| Item 8.01 | Other Events. |
On September 22, 2026, the Company issued a press release announcing the closing of the Offering. A copy of the 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.
| Exhibit No. | Description | |
| 4.1 | 2032 Notes Indenture, dated as of September 22, 2026, by and among Group 1 Automotive, Inc., the guarantors party thereto and Computershare Trust Company, N.A., as trustee. | |
| 4.2 | 2035 Notes Indenture, dated as of September 22, 2026, by and among Group 1 Automotive, Inc., the guarantors party thereto and Computershare Trust Company, N.A., as trustee. | |
| 4.3 | Form of 6.250% Senior Notes due 2032 (included as Exhibit A to Exhibit 4.1). | |
| 4.4 | Form of 6.625% Senior Notes due 2035 (included as Exhibit A to Exhibit 4.2). | |
| 99.1 | Press Release of Group 1 Automotive, Inc. dated as of September 22, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: September 22, 2026
| Group 1 Automotive, Inc. | ||
| By: | /s/ Gillian A. Hobson | |
| Name: | Gillian A. Hobson | |
| Title: | Senior Vice President | |
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Exhibit 99.1
FOR IMMEDIATE RELEASE
Group 1 Automotive Closes $1,250.0 Million Offering of Senior Notes
HOUSTON, TX, September 22, 2026 — 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.
SOURCE: Group 1 Automotive, Inc.
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
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or
Jude Gorman / Clayton Erwin
Collected Strategies
Group1-CS@collectedstrategies.com
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