Item 1.01 – Entry into a Material Definitive Agreement.
Purchase Agreement
On August 3, 2020, Group 1 Automotive, Inc. (the “Company”) entered into a purchase agreement (the “Purchase Agreement”), by and among the Company, J.P. Morgan Securities LLC, as representative of the initial purchasers listed in Schedule 1 thereto (the “Initial Purchasers”), and the guarantors listed in Schedule 2 thereto (collectively, the “Guarantors”), which provides for the sale by the Company of $550,000,000 aggregate principal amount of its 4.000% Senior Notes due 2028 (the “Notes”) to the Initial Purchasers (the “Offering”). The Notes will be initially sold to investors at par. The Notes will be guaranteed on an unsecured senior basis (the “Guarantees”) by each of the Guarantors. The closing of the issuance and sale of the Notes is expected to occur on August 17, 2020, subject to customary closing conditions.
The Notes will mature on August 15, 2028 and will be redeemable at the Company’s option at specified prices on or after August 15, 2023. Before then the Company will be entitled to redeem a portion of the Notes using certain equity proceeds and will be otherwise entitled to redeem the Notes at a specified make-whole redemption price. The Notes will contain customary restrictive covenants and will obligate the Company to offer to repurchase the Notes in the event of a change of control.
The Company expects to receive net proceeds of $543 million from the Offering after deducting the Initial Purchasers’ discounts and commissions and estimated offering expenses. The Company expects to use the proceeds of the Offering, together with cash on hand, to redeem all of the outstanding 5.000% Senior Notes due 2022 (the “2022 Notes”) and pay all fees and expenses related to the Offering and the redemption of the 2022 Notes.
The Notes and Guarantees will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”). The Initial Purchasers intend to resell the Notes to persons reasonably believed to be qualified institutional buyers under Rule 144A of the Securities Act and to persons outside the United States pursuant to Regulation S of the Securities Act.
The Purchase Agreement contains customary representations, warranties and covenants and includes the terms and conditions for the sale of the Notes, indemnification (including indemnification for liabilities under the Securities Act) and contribution obligations and other terms and conditions customary in agreements of this type.
The summary of the Purchase Agreement set forth in this Item 1.01 does not purport to be complete and is qualified by reference to such agreement, a copy of which is being filed as Exhibit 10.1 hereto and is incorporated herein by reference.
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.
Relationships
Certain of the Initial Purchasers and their affiliates have engaged in investment banking, commercial banking and other financial advisory and commercial dealings with the Company and its affiliates. In particular, U.S. Bank National Association, an affiliate of U.S. Bancorp Investments, Inc., is the administrative agent under the Company’s revolving credit facility and affiliates of certain of the initial purchasers are lenders under the Company’s revolving credit facility. In addition, Wells Fargo Bank, National Association, an affiliate of Wells Fargo Securities, LLC, will be the trustee under the indenture that will govern the notes. Affiliates of certain of the initial purchasers may hold a portion of the 2022 Notes, and consequently, may receive a portion of the net proceeds from the Offering.
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