HOUSTON, Sept. 2, 2014 /PRNewswire/ -- Group 1
Automotive, Inc. (NYSE: GPI) (the "Company"), an
international, Fortune 500 automotive retailer, today announced
that holders of $182.5 million in
aggregate principal amount of its outstanding 2.25% Convertible
Senior Notes due 2036 (the "Notes") elected to convert their Notes
prior to the previously announced redemption date of September 4, 2014 (the "Redemption Date").
Under the terms of the Notes, converting holders will
receive, for each $1,000 principal
amount of Notes converted, the sum of $1,000 in cash and 3.85 shares of the Company's
common stock. In the aggregate, the Company will deliver
$182.5 million in cash and
approximately 700,000 shares of the Company's common stock to the
converting holders. In connection with the redemption, as
previously announced, the Company entered into agreements with the
counterparties to the convertible note hedge and warrant
transactions that the Company had entered into concurrently with
the issuance of the Notes, providing for the termination and unwind
in full of those transactions. Under those agreements, the
Company received, on September 2,
2014, a total of approximately 420,000 shares of the
Company's common stock from the counterparties. After giving
effect to the shares received in connection with the termination of
the convertible note hedge and warrant transactions, the number of
shares of the Company's common stock outstanding after the
conversion will increase by approximately 280,000 shares. The
remaining $0.3 million in aggregate
principal amount of the Notes will be redeemed at a redemption
price of 100% of the principal amount thereof on the Redemption
Date, plus accrued interest. The cash payment obligations related
to the conversion and redemption will be funded with borrowings
under the acquisition line of our revolving credit facility.
About Group 1 Automotive, Inc.
Group 1 owns and
operates 153 automotive dealerships, 196 franchises, and 38
collision centers in the United
States, the United Kingdom
and Brazil that offer 34 brands of
automobiles. Through its dealerships, the Company sells new and
used cars and light trucks; arranges related vehicle financing,
service and insurance contracts; provides automotive maintenance
and repair services; and sells vehicle parts.
Forward-looking Information
This press release
contains "forward-looking statements", which are statements related
to future events. These forward-looking statements are based on our
current expectations and assumptions regarding our business, the
economy and other future conditions. In this context, the
forward-looking statements often include statements regarding our
goals, plans, projections and guidance regarding our financial
position, results of operations, market position, pending and
potential future acquisitions and business strategy, and 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 level of manufacturer incentives, (c)
the future regulatory environment, (d) our ability to obtain an
inventory of desirable new and used vehicles, (e) our relationship
with our automobile manufacturers and the willingness of
manufacturers to approve future acquisitions, (f) our cost of
financing and the availability of credit for consumers, (g) our
ability to complete acquisitions and dispositions and the risks
associated therewith, (h) foreign exchange controls and currency
fluctuations, and (i) our ability to retain key personnel. 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, our Quarterly Reports on
Form 10-Q and our 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:
Sheila
Roth
Manager, Investor Relations
Group 1 Automotive, Inc.
713-647-5741 | sroth@group1auto.com | www.group1auto.com
Media contacts:
Pete
DeLongchamps
V.P. Manufacturer Relations, Financial Services and Public
Affairs
Group 1 Automotive, Inc.
713-647-5770 | pdelongchamps@group1auto.com |
www.group1auto.com
or
Clint Woods
Pierpont Communications, Inc.
713-627-2223 | cwoods@piercom.com
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SOURCE Group 1 Automotive, Inc.