GROUP 1 AUTOMOTIVE INC 8-KCurrent Reports (8-K / ad hoc)

Business

Item 1.01 Entry into a Material Definitive Agreement. Purchase Agreement On July 30, 2026, Group 1 Automotive, Inc., a Delaware corporation (the “Company”), entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with Hennessy Automobile Companies, Inc., a Georgia corporation, Telalee Partners, Inc., a Georgia corporation, Woodhaven Partners, LLC, a Georgia limited liability company, Woodhaven Partners II, Inc., a Georgia corporation, Hennessy Cadillac, Inc., a Georgia corporation, Tuxedo Partners, Inc., a Georgia corporation, Valley Partners, Inc., a Georgia corporation, and Berwyn Partners, Inc., a Georgia corporation (each, a “Seller” and collectively, the “Sellers”), and the affiliated real estate holding entities identified therein (collectively with the Sellers, the “Seller Parties” and, together with their respective subsidiaries, the “Selling Entities”), and, solely for certain limited purposes, Peter R. Hennessy, Mark W. Hennessy and Stephen R. Hennessy (collectively, the “Principals”). The Selling Entities, collectively, are engaged in (i) the operation of ten automobile dealerships and one collision center located in the greater Atlanta, Georgia market, (ii) owning and leasing real estate to related to automobile dealerships and (iii) selling and providing products and services related to the operation of automobile dealerships and a collision center (collectively, the “Business”). Pursuant to the Purchase Agreement, the Company will acquire substantially all of the assets of the Selling Entities that relate to the Business (collectively, the “Transaction”). The Company expects to pay an aggregate purchase price of approximately $1.3 billion, plus an additional amount for the remaining inventory assets, to be determined based on a physical inventory conducted at or near closing, in each case subject to customary adjustments described in the Purchase Agreement (the “Purchase Price”). The Company is required to deposit $10.0 million into escrow within five business days of entering into the Purchase Agreement, subject to extension under certain circumstances, which will be credited toward the Purchase Price payable at the closing of the Transaction. At the closing of the Transaction, $80.0 million of the Purchase Price will be deposited into escrow as a contingent reserve to be used, if necessary, to compensate the Company for any post