Group 1 Automotive closes $1.25B of 6.250%/6.625% senior notes due 2032/2035

Group 1 Automotive, Inc. said that on September 22, 2026 it completed a private offering of $625.0 million aggregate principal amount of 6.250% Senior Notes due 2032 and $625.0 million aggregate principal amount of 6.625% Senior Notes due 2035 $1.25 billion combined), with approximately $1.24 billion of net proceeds intended, with cash on hand, to fund its pending Hennessy dealership acquisition.

Group 1 Automotive closed a $1.25 billion senior notes financing on September 22, 2026, splitting the book evenly between 6.250% notes due 2032 and 6.625% notes due 2035 to back its pending Hennessy dealership acquisition.

$1.25 billion across 2032 and 2035 notes

On September 22, 2026, Group 1 Automotive, Inc. (NYSE: GPI) completed a private offering of (i) $625.0 million aggregate principal amount of its 6.250% Senior Notes due 2032 and (ii) $625.0 million aggregate principal amount of its 6.625% Senior Notes due 2035, together with related guarantees. The combined principal is $1.25 billion.

The 2032 Notes were issued under an indenture dated as of September 22, 2026 among Group 1, the guarantors party thereto, and Computershare Trust Company, N.A., as trustee. The 2035 Notes were issued under a separate indenture dated the same day among Group 1, the guarantors party thereto, and the same trustee. Forms of the notes are included with Exhibits 4.1 and 4.2 to the Form 8-K.

The notes and guarantees were issued in a transaction exempt from registration under the Securities Act of 1933 and were resold by the initial purchasers to persons reasonably believed to be qualified institutional buyers under Rule 144A and to persons outside the United States under Regulation S. The Form 8-K states that the disclosure is not an offer to sell the notes.

Net proceeds were approximately $1.24 billion after deducting the initial purchasers' discounts and commissions and estimated offering expenses.

Interest, maturity, and ranking

Interest on the 2032 Notes accrues at 6.250% per year and is payable on February 1 and August 1, beginning February 1, 2027. Those notes mature on February 1, 2032. Interest on the 2035 Notes accrues at 6.625% per year on the same February 1 / August 1 schedule, also beginning February 1, 2027, and those notes mature on February 1, 2035.

The notes are Group 1's senior unsecured obligations. They rank equal in right of payment with the company's existing and future senior unsecured indebtedness, effectively subordinated to existing and future senior secured debt to the extent of the value of the collateral securing that debt, senior in right of payment to existing and future subordinated indebtedness, and structurally subordinated to liabilities (including trade payables) of non-guarantor subsidiaries. The guarantees rank equally with the guarantors' existing and future senior indebtedness and senior to their subordinated indebtedness.

Redemption, Hennessy special mandatory feature, and change of control

Before February 1, 2030, Group 1 may redeem up to 40% of the original principal amount of the 2032 Notes with proceeds of certain equity offerings at 106.250% of principal plus accrued and unpaid interest, if at least 60% of the aggregate principal of all 2032 Notes issued remains outstanding after the redemption and the redemption occurs within 120 days after the equity offering closes. Before that same date, it may also redeem all or part of the 2032 Notes at 100% of principal plus an applicable make-whole premium and accrued interest. On or after February 1, 2030, optional redemption prices (expressed as percentages of principal, plus accrued interest) are 103.125% during the 12 months beginning February 1, 2030, 101.563% beginning February 1, 2031, and 100.000% beginning February 1, 2032.

For the 2035 Notes, the equity claw runs before February 1, 2031 at 106.625% under the same 40% / 60% / 120-day structure, with make-whole redemption available before that date. On or after February 1, 2031, optional redemption prices are 103.313% (2031 window), 101.656% (2032 window), and 100.000% beginning February 1, 2033, plus accrued interest.

If the Hennessy Acquisition is not consummated on or prior to the later of January 6, 2027 (the Outside Date) and any date to which that Outside Date under the acquisition agreement may be extended, or if certain other events occur—including termination of the acquisition agreement before the Special Mandatory Redemption Outside Date—Group 1 must redeem all 2032 Notes then outstanding at 100% of the initial issue price plus accrued and unpaid interest from the issue date to, but excluding, the redemption date. In that case, the company intends to use any offering net proceeds not needed for that Special Mandatory Redemption to repay revolving credit facility borrowings and for general corporate purposes. The Form 8-K's Item 1.01 summary ties that Special Mandatory Redemption to the 2032 Notes.

Upon a Change of Control (as defined in each indenture), Group 1 must offer to purchase all outstanding notes at 101% of principal plus accrued and unpaid interest to, but excluding, the repurchase date.

Covenants, defaults, and use of proceeds

Each indenture restricts Group 1 and its Restricted Subsidiaries, subject to important exceptions and qualifications, from incurring additional indebtedness and guarantees; paying dividends or making other distributions or redeeming capital stock; prepaying, redeeming, or repurchasing certain debt; issuing certain preferred stock or similar equity; making loans and investments; selling assets; incurring liens; entering into affiliate transactions; entering into agreements that restrict subsidiaries' dividends; and consolidating, merging, or selling substantially all assets. Certain covenants suspend for so long as 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 has occurred and is continuing at the time of suspension.

Customary events of default include failures to pay principal or interest (with a 30-day grace on interest), defaults on repurchase offers, covenant breaches (in some cases after notice and grace), payment defaults or accelerations on other indebtedness of Group 1 and Restricted Subsidiaries aggregating $250.0 million or more, unpaid final judgments above $250.0 million within 60 days, specified bankruptcy events, and a guarantee ceasing to be in full force and effect.

Group 1 intends to use the net proceeds, 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, and to pay related fees and expenses. Pending that closing, it intends to use the net proceeds to repay a portion of outstanding borrowings under the acquisition line of its revolving credit facility and expects to reborrow at the Hennessy closing to fund a portion of the purchase price.

Exhibit 99.1's closing press release describes Group 1 as a Fortune 250 automotive retailer with 249 dealerships in the United States and the United Kingdom. Chief Financial Officer and CEO of UK Operations Daniel McHenry said the offering provides long-dated capital to fund the Hennessy Acquisition.