Group 1 Automotive Prices $1.25 Billion Debt Offering

The offering consists of $625 million in 6.250% notes due in 2032 and an additional $625 million in 6.625% notes due in 2035. Pending the formal completion of the Hennessy acquisition, the company plans to utilize the net proceeds to reduce outstanding borrowings under its revolving credit facility. These funds will be re-borrowed once the acquisition process reaches its final stage to satisfy the purchase price requirements.

Should the Hennessy deal fail to close by January 6, 2027, or if the purchase agreement is terminated earlier, the company is contractually obligated to trigger a special mandatory redemption. Under these terms, the 2032 notes would be redeemed at their initial issue price plus accrued interest. The notes remain unregistered under the Securities Act of 1933 and were offered exclusively to qualified institutional buyers and non-U.S. persons under specific regulatory exemptions.