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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Group 1 Automotive, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 11, 2025 Group 1 Automotive, Inc. (Exact name of Registrant as specified in its charter) Delaware 1-13461 76-0506313 (State or other jurisdiction of incorporation or organizati |
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| August 13, 2025 |
Exhibit 99.2 FOR IMMEDIATE RELEASE Group 1 Automotive Board Declares Quarterly Dividend and the Company Provides Share Repurchase Update HOUSTON, TX, August 12, 2025 - Group 1 Automotive, Inc. (NYSE: GPI) (“Group 1” or the “Company”), a Fortune 250 automotive retailer with 259 dealerships located in the U.S. and U.K., today announced its board of directors declared a quarterly dividend of $0.50 pe |
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| August 13, 2025 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Group 1 Automotive Appoints Melkeya McDuffie as Senior Vice President and Chief Human Resources Officer •McDuffie Brings Strong HR Leadership Experience in Multi-Location Operations HOUSTON, TX, August 11, 2025 - Group 1 Automotive, Inc. (NYSE: GPI), a Fortune 250 automotive retailer with 259 dealerships located in the U.S. and U.K., today announced the appointme |
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| August 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 4, 2025 Group 1 Automotive, Inc. (Exact name of Registrant as specified in its charter) Delaware 1-13461 76-0506313 (State or other jurisdiction of incorporation or organizatio |
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| August 5, 2025 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Group 1 Automotive Acquires High Volume Luxury Brand Dealership •Expected to Generate $210 Million in Annual Revenues HOUSTON, TX, August 4, 2025 - Group 1 Automotive, Inc. (NYSE: GPI) (“Group 1” or the “Company”), a Fortune 250 automotive retailer with 259 dealerships located in the U.S. and U.K., today announced the addition of Mercedes-Benz of Buckhead to its |
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| July 24, 2025 |
Same Store (a non-GAAP measure) Exhibit 99.1 FOR IMMEDIATE RELEASE Group 1 Automotive Reports Record Revenues and Gross Profit in the Second Quarter of 2025 •Current quarter diluted earnings per common share from continuing operations of $10.77 and current quarter adjusted diluted earnings per common share from continuing operations (a non-GAAP measure) of $11.52, increases of 6.1% and 17.5%, respectively, over the comparable pr |
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| July 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-13461 Group 1 Automotive, Inc |
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| July 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 24, 2025 Group 1 Automotive, Inc. (Exact name of Registrant as specified in its charter) Delaware 1-13461 76-0506313 (State or other jurisdiction of incorporation or organization |
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| July 24, 2025 |
FOURTH SUPPLEMENTAL INDENTURE AND SUBSIDIARY GUARANTEE Exhibit 4.1 FOURTH SUPPLEMENTAL INDENTURE AND SUBSIDIARY GUARANTEE This Fourth Supplemental Indenture and Subsidiary Guarantee, dated as of July 11, 2025 (this “Supplemental Indenture” or “Subsidiary Guarantee”), among the parties listed on Schedule A hereto (collectively, the “New Guarantors”), Group 1 Automotive, Inc. (together with its successors and assigns, the “Company”), each other then-exi |
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| July 24, 2025 |
SECOND SUPPLEMENTAL INDENTURE AND SUBSIDIARY GUARANTEE Exhibit 4.2 SECOND SUPPLEMENTAL INDENTURE AND SUBSIDIARY GUARANTEE This Second Supplemental Indenture and Subsidiary Guarantee, dated as of July 11, 2025 (this “Supplemental Indenture” or “Subsidiary Guarantee”), among the parties listed on Schedule A hereto (collectively, the “New Guarantors”), Group 1 Automotive, Inc. (together with its successors and assigns, the “Company”), each other then-exi |
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| July 24, 2025 |
2nd Addendum to Master Loan Agreement Exhibit 10.2 2nd Addendum to Master Loan Agreement This 2nd Addendum to the Master Loan Agreement amends and modifies that certain Master Loan Agreement dated December 8, 2023, as amended on March 25, 2024, as may be amended from time to time (the “Agreement”), by and between AmeriCredit Financial Services, Inc., doing business as GM Financial (“GM Financial”) and GPI FL-G, LLC, GPI MA-GM, Inc., G |
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| July 8, 2025 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Group 1 Automotive Schedules Release of Second Quarter 2025 Financial Results HOUSTON, TX, July 7, 2025 — Group 1 Automotive, Inc. (NYSE: GPI) (“Group 1” or the “Company”), a Fortune 250 automotive retailer with 259 dealerships located in the U.S. and U.K., today announced that it will release financial results for the second quarter ended June 30, 2025 on Thursd |
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| July 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 7, 2025 Group 1 Automotive, Inc. (Exact name of Registrant as specified in its charter) Delaware 1-13461 76-0506313 (State or other jurisdiction of incorporation or organization) |
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| June 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 30, 2025 Group 1 Automotive, Inc. (Exact name of Registrant as specified in its charter) Delaware 1-13461 76-0506313 (State or other jurisdiction of incorporation or organization) |
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| June 3, 2025 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Group 1 Automotive Announces Maturity Extension and Upsize of Revolving Credit Facility to $3.5 Billion HOUSTON, TX, May 30, 2025 - Group 1 Automotive, Inc. (NYSE: GPI) (“Group 1” or the “Company”), a Fortune 250 automotive retailer with 263 dealerships located in the U.S. and U.K., today announced a $1.0 billion upsize in its revolving syndicated credit facility |
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| June 3, 2025 |
Exhibit 10.1 THIRTEENTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT Effective as of May 30, 2025 among GROUP 1 AUTOMOTIVE, INC., the Subsidiary Borrowers Listed Herein, THE LENDERS LISTED HEREIN, U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent, BANK OF AMERICA, N.A., as Floor Plan Agent, JPMORGAN CHASE BANK, N.A., BANK OF AMERICA, N.A. WELLS FARGO BANK, N.A. and PNC BANK, NATIONAL ASSO |
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| May 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 19, 2025 Group 1 Automotive, Inc. (Exact name of Registrant as specified in its charter) Delaware 1-13461 76-0506313 (State or other jurisdiction of incorporation or organization) |
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| May 20, 2025 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Group 1 Automotive Expands with Acquisition of Three Luxury Brand Dealerships in Florida and Texas •Expected to Generate $330 Million in Annual Revenues •Provides Share Repurchase Update HOUSTON, TX, May 19, 2025 - Group 1 Automotive, Inc. (NYSE: GPI) (“Group 1” or the “Company”), a Fortune 250 automotive retailer with 263 dealerships located in the U.S. and U.K. |
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| May 16, 2025 |
Exhibit 3.1 FIFTH AMENDED AND RESTATED BYLAWS OF GROUP 1 AUTOMOTIVE, INC. (hereinafter called the “Corporation”) May 13, 2025 Article I OFFICES Section 1. Principal Office. The principal office shall be established and maintained at the office of Capitol Services, Inc., in the City of Dover, in the County of Kent, in the State of Delaware, and said corporation shall be the resident agent of this C |
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| May 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 13, 2025 Group 1 Automotive, Inc. (Exact name of Registrant as specified in its charter) Delaware 1-13461 76-0506313 (State or other jurisdiction of incorporation or organization) |
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| May 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 13, 2025 Group 1 Automotive, Inc. (Exact name of Registrant as specified in its charter) Delaware 1-13461 76-0506313 (State or other jurisdiction of incorporation or organization) |
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| May 14, 2025 |
FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GROUP 1 AUTOMOTIVE, INC. Exhibit 3.1 FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GROUP 1 AUTOMOTIVE, INC. Group 1 Automotive, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows: 1.The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of D |
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| May 14, 2025 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Group 1 Automotive Board Declares Quarterly Dividend HOUSTON, TX, May 13, 2025 - Group 1 Automotive, Inc. (NYSE: GPI) (“Group 1” or the “Company”), a Fortune 250 automotive retailer with 260 dealerships located in the U.S. and U.K., today announced its board of directors declared a quarterly dividend of $0.50 per share. The dividend is consistent with the Company |
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| April 25, 2025 |
FIRST SUPPLEMENTAL INDENTURE AND SUBSIDIARY GUARANTEE Exhibit 4.2 FIRST SUPPLEMENTAL INDENTURE AND SUBSIDIARY GUARANTEE This First Supplemental Indenture and Subsidiary Guarantee, dated as of April 22, 2025 (this “Supplemental Indenture” or “Subsidiary Guarantee”), among the parties listed on Schedule A hereto (collectively, the “New Guarantors”), Group 1 Automotive, Inc. (together with its successors and assigns, the “Company”), each other then-exis |
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| April 25, 2025 |
FIRST AMENDMENT TO SEPARATION AGREEMENT Exhibit 10.3 FIRST AMENDMENT TO SEPARATION AGREEMENT This First Amendment (this “Amendment”) to the Separation Agreement (the “Agreement”) by and between Edward McKissic (the “Employee”) and Group 1 Automotive, Inc. (“Group 1” or the “Company”), dated for reference as of February 24, 2025, is hereby entered into by the Company and the Employee to be effective February 28, 2025 (the “Amendment Date |
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| April 25, 2025 |
FIFTH AMENDMENT TO TWELFTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT Exhibit 10.1 FIFTH AMENDMENT TO TWELFTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT THIS FIFTH AMENDMENT TO TWELFTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Amendment”) is made and entered into and effective as of February 24, 2025 (the “Fifth Amendment Effective Date”), by and among GROUP 1 AUTOMOTIVE, INC., a Delaware corporation (the “Company”), each of the Subsidiaries of the |
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| April 25, 2025 |
Exhibit 10.2 SEPARATION AGREEMENT This Separation Agreement (“Agreement”) is entered into by and between Group 1 Automotive, Inc. (“Group 1” or the “Company”) and Edward McKissic (“Employee”) (collectively, the “Parties”), effective as of February 24, 2025 (the “Effective Date”). A. RECITALS Employee is currently employed by the Company as Senior Vice President, Chief Human Resources Officer & Chi |
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| April 25, 2025 |
THIRD SUPPLEMENTAL INDENTURE AND SUBSIDIARY GUARANTEE Exhibit 4.1 THIRD SUPPLEMENTAL INDENTURE AND SUBSIDIARY GUARANTEE This Third Supplemental Indenture and Subsidiary Guarantee, dated as of April 22, 2025 (this “Supplemental Indenture” or “Subsidiary Guarantee”), among the parties listed on Schedule A hereto (collectively, the “New Guarantors”), Group 1 Automotive, Inc. (together with its successors and assigns, the “Company”), each other then-exis |
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| April 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-13461 Group 1 Automotive, In |
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| April 24, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 24, 2025 Group 1 Automotive, Inc. (Exact name of Registrant as specified in its charter) Delaware 1-13461 76-0506313 (State or other jurisdiction of incorporation or organizatio |
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| April 24, 2025 |
Same Store (a non-GAAP measure) Exhibit 99.1 FOR IMMEDIATE RELEASE Group 1 Automotive Reports First Quarter 2025 Financial Results •Current quarter diluted earnings per common share from continuing operations of $9.64 and current quarter adjusted diluted earnings per common share from continuing operations (a non-GAAP measure) of $10.17 •U.K. Gross profit of $217.0 million from total revenues of $1.6 billion, both quarterly reco |
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| April 11, 2025 |
Notice of Exempt Solicitation Pursuant to Rule 14a-103 Notice of Exempt Solicitation Pursuant to Rule 14a-103 Name of Registrant: Group 1 Automotive, Inc. |
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| April 9, 2025 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Group 1 Automotive Schedules Release of First Quarter 2025 Financial Results HOUSTON, TX, April 8, 2025 - Group 1 Automotive, Inc. (NYSE: GPI) (“Group 1” or the “Company”), a Fortune 250 automotive retailer with 260 dealerships located in the U.S. and U.K., today announced that it will release financial results for the first quarter ended March 31, 2025 on Thursd |
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| April 9, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 8, 2025 Group 1 Automotive, Inc. (Exact name of Registrant as specified in its charter) Delaware 1-13461 76-0506313 (State or other jurisdiction of incorporation or organization |
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| April 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2)) Definitive Prox |
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| March 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2)) Definitive Prox |
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| February 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 24, 2025 Group 1 Automotive, Inc. (Exact name of Registrant as specified in its charter) Delaware 1-13461 76-0506313 (State or other jurisdiction of incorporation or organiza |
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| February 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-13461 Group 1 Automotive, Inc. |
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| February 14, 2025 |
GROUP 1 AUTOMOTIVE, INC. PERFORMANCE SHARE UNIT AGREEMENT Exhibit 10.29 GROUP 1 AUTOMOTIVE, INC. PERFORMANCE SHARE UNIT AGREEMENT This Performance Share Unit Agreement (the “Agreement”) is made and entered into by and between Group 1 Automotive, Inc., a Delaware corporation (the “Company”), and you. This Agreement is entered into as of the [●] day of [●], 202 (the “Date of Grant”). 1.Grant. The Company hereby grants to you as of the Date of Grant a Perfo |
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| February 14, 2025 |
GROUP 1 AUTOMOTIVE, INC. 2024 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK GRANT NOTICE Exhibit 10.28 GROUP 1 AUTOMOTIVE, INC. 2024 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK GRANT NOTICE Pursuant to the terms and conditions of the Group 1 Automotive, Inc. 2024 Long-Term Incentive Plan, as amended from time to time (the “Plan”), Group 1 Automotive, Inc., a Delaware corporation (the “Company”) hereby grants to the individual listed below (“you” or the “Employee”) the number of shares o |
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| February 14, 2025 |
Subsidiaries of Group 1 Automotive, Inc. Exhibit 21.1 Subsidiaries of Group 1 Automotive, Inc. 3670 Oceanside Realty, LLC (DE) 510 Sunrise Realty, LLC (DE) Advantagecars.com, Inc. (DE) dba Sterling McCall Hyundai Amarillo Motors-F, Inc. (DE) dba Gene Messer Ford of Amarillo Gene Messer Auto Group Gene Messer Ford of Amarillo Collision Center Gene Messer Collision Center of Amarillo AMR Real Estate Holdings, LLC (DE) Baron Development Com |
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| February 14, 2025 |
Exhibit 19.1 Securities Trading Policy The purpose of this policy is to establish consistent guidelines for compliance with U.S. federal statutes and regulations of the Securities and Exchange Commission (“SEC”) and the New York Stock Exchange (“NYSE”) for the directors, officers and employees (each an “insider”) of Group 1 Automotive, Inc. (“Group 1” or the “Company”) with respect to transactions |
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| February 13, 2025 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Group 1 Automotive Board Approves Increase to 2025 Dividend Rate and Declares Quarterly Dividend HOUSTON, TX, February 12, 2025 - Group 1 Automotive, Inc. (NYSE: GPI) (“Group 1” or the “Company”), a Fortune 250 automotive retailer with 258 dealerships located in the U.S. and U.K., today announced its board of directors has approved an increase in the 2025 annual |
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| February 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 12, 2025 Group 1 Automotive, Inc. (Exact name of Registrant as specified in its charter) Delaware 1-13461 76-0506313 (State or other jurisdiction of incorporation or organiza |
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| February 13, 2025 |
Exhibit 99.2 FOR IMMEDIATE RELEASE Group 1 Automotive to Host 2025 Analyst Day and Ring NYSE Closing Bell HOUSTON, TX, February 13, 2025 - Group 1 Automotive, Inc. (NYSE: GPI) (“Group 1” or the “Company”), a Fortune 250 automotive retailer with 258 dealerships located in the U.S. and U.K., today announced that Daryl Kenningham, Group 1’s President and Chief Executive Officer, and the Company’s sen |
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| January 29, 2025 |
Same Store (a non-GAAP measure) Exhibit 99.1 FOR IMMEDIATE RELEASE Group 1 Automotive Reports 2024 Fourth Quarter Financial Results and Record Full Year Revenues of $19.9 billion •Current quarter diluted earnings per common share from continuing operations of $7.08 and current quarter adjusted diluted earnings per common share from continuing operations (a non-GAAP measure) of $10.02 •Full year all-time record retail new and use |
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| January 29, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 29, 2025 Group 1 Automotive, Inc. (Exact name of Registrant as specified in its charter) Delaware 1-13461 76-0506313 (State or other jurisdiction of incorporation or organizat |
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| January 15, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 14, 2025 Group 1 Automotive, Inc. (Exact name of Registrant as specified in its charter) Delaware 1-13461 76-0506313 (State or other jurisdiction of incorporation or organizat |
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| January 15, 2025 |
EX-99.1 2 exhibit991-11425.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Group 1 Automotive Schedules Release of Fourth Quarter and Full Year 2024 Financial Results HOUSTON, TX, January 14, 2025 - Group 1 Automotive, Inc. (NYSE: GPI) (“Group 1” or the “Company”), a Fortune 250 automotive retailer with 259 dealerships located in the U.S. and U.K., today announced that it will release financial res |
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| November 13, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 12, 2024 Group 1 Automotive, Inc. (Exact name of Registrant as specified in its charter) Delaware 1-13461 76-0506313 (State or other jurisdiction of incorporation or organiza |
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| November 13, 2024 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Group 1 Automotive Board Approves New Share Repurchase Authorization & Declares Quarterly Dividend HOUSTON, TX, November 12, 2024 - Group 1 Automotive, Inc. (NYSE: GPI) (“Group 1” or the “Company”), a Fortune 250 automotive retailer with 260 dealerships located in the U.S. and U.K., today announced its board of directors approved a new share repurchase authorizat |
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| November 1, 2024 |
FOURTH AMENDMENT TO TWELFTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT Exhibit 10.1 FOURTH AMENDMENT TO TWELFTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT THIS FOURTH AMENDMENT TO TWELFTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Amendment”) is made and entered into and effective as of July 25, 2024, by and among GROUP 1 AUTOMOTIVE, INC., a Delaware corporation (the “Company”), each of the Subsidiaries of the Company listed on the signature pages he |
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| November 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-13461 Group 1 Automotive |
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| October 30, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 30, 2024 Group 1 Automotive, Inc. (Exact name of Registrant as specified in its charter) Delaware 1-13461 76-0506313 (State or other jurisdiction of incorporation or organizat |
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| October 30, 2024 |
Same Store (a non-GAAP measure) EX-99.1 2 a2024q3exhibit991.htm Q3 2024 EARNINGS RELEASE Exhibit 99.1 FOR IMMEDIATE RELEASE Group 1 Automotive Reports Third Quarter 2024 Financial Results •Current quarter diluted earnings per common share from continuing operations of $8.68 and current quarter adjusted diluted earnings per common share from continuing operations (a non-GAAP measure) of $9.90 •Gross profit of $852.7 million from |
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| October 8, 2024 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Group 1 Automotive Schedules Release of Third Quarter 2024 Financial Results HOUSTON, TX, October 8, 2024 - Group 1 Automotive, Inc. (NYSE: GPI) (“Group 1” or the “Company”), a Fortune 250 automotive retailer with 260 dealerships located in the U.S. and U.K., today announced that it will release financial results for the third quarter ended September 30, 2024 on |
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| October 8, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 8, 2024 Group 1 Automotive, Inc. (Exact name of Registrant as specified in its charter) Delaware 1-13461 76-0506313 (State or other jurisdiction of incorporation or organizati |
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| October 1, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 1, 2024 Group 1 Automotive, Inc. (Exact name of Registrant as specified in its charter) Delaware 1-13461 76-0506313 (State or other jurisdiction of incorporation or organizati |
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| October 1, 2024 |
EX-99.1 2 exhibit991-10124.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Group 1 Automotive Appoints Mark Raban as CEO of U.K. Operations Houston, TX, USA and London, England, U.K. - October 1, 2024 - Group 1 Automotive, Inc. (NYSE: GPI) (“Group 1” or the “Company”), a Fortune 250 automotive retailer with 260 dealerships located in the U.S. and U.K., announced the appointment of Mark Raban as Chi |
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| October 1, 2024 |
Exhibit 99.2 FOR IMMEDIATE RELEASE Group 1 Automotive Announces the Acquisition of Soper of Lincoln BMW/MINI in the U.K. •2024 YTD Acquired Revenues total $3.9 Billion HOUSTON, TX, October 1, 2024 - Group 1 Automotive, Inc. (NYSE: GPI) (“Group 1” or the “Company”), a Fortune 250 automotive retailer with 260 dealerships located in the U.S. and U.K., today announced the expansion of its U.K. operati |
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| August 8, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 8, 2024 Group 1 Automotive, Inc. (Exact name of Registrant as specified in its charter) Delaware 1-13461 76-0506313 (State or other jurisdiction of incorporation or organizatio |
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| August 8, 2024 |
EX-99.1 2 exhibit991-8824.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Group 1 Automotive Board Declares Quarterly Dividend HOUSTON, TX, August 8, 2024 - Group 1 Automotive, Inc. (NYSE: GPI) (“Group 1” or the “Company”), a Fortune 250 automotive retailer with 260 dealerships located in the U.S. and U.K., today announced its board of directors declared a quarterly dividend of $0.47 per share. The |
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| August 1, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 1, 2024 Group 1 Automotive, Inc. (Exact name of Registrant as specified in its charter) Delaware 1-13461 76-0506313 (State or other jurisdiction of incorporation or organizatio |
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| August 1, 2024 |
EX-99.1 2 exhibit991-8124.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Group 1 Automotive Announces Closing on Inchcape Retail Automotive Operations HOUSTON, TX, August 1, 2024 - Group 1 Automotive, Inc. (NYSE: GPI) (“Group 1” or the “Company”), a Fortune 250 automotive retailer with 260 dealerships located in the U.S. and U.K., today announced that the Company has closed on the acquisition of I |
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| July 30, 2024 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Group 1 Automotive Announces Pricing of $500.0 Million Offering of Senior Notes HOUSTON, July 25, 2024 — Group 1 Automotive, Inc. (NYSE: GPI) (“Group 1” or the “Company”), a Fortune 250 automotive retailer, today announced the pricing of its private placement of $500.0 million in aggregate principal amount of its 6.375% senior unsecured notes due 2030 (the “Notes |
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| July 30, 2024 |
Exhibit 4.1 Execution Version INDENTURE Dated as of July 30, 2024 Among GROUP 1 AUTOMOTIVE, INC. THE SUBSIDIARY GUARANTORS PARTY HERETO and COMPUTERSHARE TRUST COMPANY, N.A., as Trustee 6.375% SENIOR NOTES DUE 2030 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 SECTION 1.1. Definitions 1 SECTION 1.2. Other Definitions 26 SECTION 1.3. Rules of Construction 27 SECTION |
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| July 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 25, 2024 Group 1 Automotive, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-13461 76-0506313 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| July 30, 2024 |
Form of 6.375% Senior Notes due 2030 (included as Exhibit A to Exhibit 4.1). Exhibit 4.2 EXHIBIT A FORM OF NOTE (Face of 6.375% Senior Note) 6.375% Senior Notes due 2030 [Global Note Legend] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OR TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. O |
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| July 30, 2024 |
Exhibit 10.1 Execution Version $500,000,000 GROUP 1 AUTOMOTIVE, INC. 6.375% Senior Notes due 2030 Purchase Agreement July 25, 2024 J.P. Morgan Securities LLC As Representative of the several Initial Purchasers listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Ladies and Gentlemen: Group 1 Automotive, Inc., a Delaware corporation (the “Company |
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| July 25, 2024 |
EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Group 1 Automotive Announces $500.0 Million Offering of Senior Notes HOUSTON, TX, July 25, 2024—Group 1 Automotive, Inc. (NYSE: GPI) (“Group 1” or the “Company”), a Fortune 250 automotive retailer, today announced that, subject to market conditions, it intends to offer for sale $500.0 million in aggregate principal amount of senior unsecured notes due 203 |
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| July 25, 2024 |
EX-99.2 Exhibit 99.2 Offering Memorandum Excerpts For the purposes of this exhibit: • “Acquisition Line” refer to the $1,000 million maximum capacity tranche of the Revolving Credit Facility, which is used for working capital, acquisitions and general corporate purposes; • “GAAP” refer to generally accepted accounting principles in the United States; • “Inchcape Acquisition” refer to the Company’s |
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| July 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 25, 2024 Group 1 Automotive, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-13461 76-0506313 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| July 24, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 24, 2024 Group 1 Automotive, Inc. (Exact name of Registrant as specified in its charter) Delaware 1-13461 76-0506313 (State or other jurisdiction of incorporation or organization |
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| July 24, 2024 |
FIRST AMENDMENT TO TERM NOTE WITH DRAW PERIOD Exhibit 10.6 FIRST AMENDMENT TO TERM NOTE WITH DRAW PERIOD THIS FIRST AMENDMENT TO TERM NOTE WITH DRAW PERIOD (this “Amendment”) is entered into as of June 26, 2024, by and among GROUP 1 REALTY, INC., a corporation organized under the laws of the State of Delaware; AMR REAL ESTATE HOLDINGS, LLC, a limited liability company organized under the laws of the State of Delaware; GROUP 1 REALTY NE, LLC, |
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| July 24, 2024 |
SIXTH AMENDMENT TO MASTER CREDIT AGREEMENT Exhibit 10.5 SIXTH AMENDMENT TO MASTER CREDIT AGREEMENT THIS SIXTH AMENDMENT TO MASTER CREDIT AGREEMENT (this “Amendment”) is entered into as of June 26, 2024, by and among GROUP 1 REALTY, INC., a corporation organized under the laws of the State of Delaware; AMR REAL ESTATE HOLDINGS, LLC, a limited liability company organized under the laws of the State of Delaware; GROUP 1 REALTY NE, LLC, a limi |
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| July 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-13461 Group 1 Automotive, Inc |
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| July 24, 2024 |
SECOND SUPPLEMENTAL INDENTURE AND SUBSIDIARY GUARANTEE Exhibit 4.2 SECOND SUPPLEMENTAL INDENTURE AND SUBSIDIARY GUARANTEE This Second Supplemental Indenture and Subsidiary Guarantee, dated as of June 14, 2024 (this “Supplemental Indenture” or “Subsidiary Guarantee”), among the parties listed on Schedule A hereto (collectively, the “New Guarantors”), Group 1 Automotive, Inc. (together with its successors and assigns, the “Company”), each other then-exi |
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| July 24, 2024 |
Same Store (a non-GAAP measure) Exhibit 99.1 FOR IMMEDIATE RELEASE Group 1 Automotive Reports Second Quarter 2024 Financial Results •Current quarter diluted earnings per common share from continuing operations of $10.15 and current quarter adjusted diluted earnings per common share from continuing operations (a non-GAAP measure) of $9.80 •Total revenues of $4.7 billion, a second quarter record and 3.0% increase over the comparab |
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| July 24, 2024 |
FIRST SUPPLEMENTAL INDENTURE AND SUBSIDIARY GUARANTEE BY NEW GUARANTORS Exhibit 4.1 FIRST SUPPLEMENTAL INDENTURE AND SUBSIDIARY GUARANTEE BY NEW GUARANTORS This First Supplemental Indenture and Subsidiary Guarantee, dated as of March 9, 2021 (the “First Supplemental Indenture” or “Subsidiary Guarantee”), among: Danvers-TIV, Inc., a Massachusetts corporation Danvers-TV, Inc., a Massachusetts corporation (each a “New Guarantor”, and collectively, the “New Guarantors”), |
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| July 24, 2024 |
FIFTH AMENDMENT TO MASTER CREDIT AGREEMENT Exhibit 10.4 FIFTH AMENDMENT TO MASTER CREDIT AGREEMENT THIS FIFTH AMENDMENT TO MASTER CREDIT AGREEMENT (this “Amendment”) is entered into as of May 23, 2024, by and among GROUP 1 REALTY, INC., a corporation organized under the laws of the State of Delaware; AMR REAL ESTATE HOLDINGS, LLC, a limited liability company organized under the laws of the State of Delaware; GROUP 1 REALTY NE, LLC, a limit |
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| July 12, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 12, 2024 Group 1 Automotive, Inc. (Exact name of Registrant as specified in its charter) Delaware 1-13461 76-0506313 (State or other jurisdiction of incorporation or organization |
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| July 12, 2024 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Group 1 Automotive Schedules Release of Second Quarter 2024 Financial Results HOUSTON, TX, July 12, 2024 - Group 1 Automotive, Inc. (NYSE: GPI) (“Group 1” or the “Company”), a Fortune 300 automotive retailer with 206 dealerships located in the U.S. and U.K., today announced that it will release financial results for the second quarter ended June 30, 2024 on Wedne |
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| July 1, 2024 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Group 1 Automotive Expands in the U.K. with the Acquisition of Four Mercedes-Benz Dealerships HOUSTON, TX, July 1, 2024 - Group 1 Automotive, Inc. (NYSE: GPI) (“Group 1” or the “Company”), a Fortune 300 automotive retailer with 206 dealerships located in the U.S. and U.K., today announced the expansion of its U.K. operations with the acquisition of four Mercedes- |
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| July 1, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 1, 2024 Group 1 Automotive, Inc. (Exact name of Registrant as specified in its charter) Delaware 1-13461 76-0506313 (State or other jurisdiction of incorporation or organization) |
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| June 24, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 19, 2024 Group 1 Automotive, Inc. (Exact name of Registrant as specified in its charter) Delaware 1-13461 76-0506313 (State or other jurisdiction of incorporation or organization |
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| June 24, 2024 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Group 1 Automotive Provides Statement on CDK Cybersecurity Incident HOUSTON, TX, June 24, 2024 - Group 1 Automotive, Inc. (NYSE: GPI) (“Group 1” or the “Company”), a Fortune 300 automotive retailer with 202 dealerships located in the U.S. and U.K., today announced that the cybersecurity incident recently experienced by third-party software provider, CDK Global LL |
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| May 17, 2024 |
Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 Registration Statement (Form Type) Group 1 Automotive, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1)(2) Proposed Maximum Offering Price Per Share (3) Maximum Aggregate Offering Price (3) Fee Rate Amount of Registra |
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| May 17, 2024 |
As filed with the Securities and Exchange Commission on May 17, 2024 As filed with the Securities and Exchange Commission on May 17, 2024 Registration No. |
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| May 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 15, 2024 Group 1 Automotive, Inc. (Exact name of Registrant as specified in its charter) Delaware 1-13461 76-0506313 (State or other jurisdiction of incorporation or organization) |
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| May 9, 2024 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Group 1 Automotive Board Approves New Share Repurchase Authorization & Declares Quarterly Dividend HOUSTON, TX, May 9, 2024 - Group 1 Automotive, Inc. (NYSE: GPI) (“Group 1” or the “Company”), a Fortune 300 automotive retailer with 203 dealerships located in the U.S. and U.K., today announced its board of directors approved a new share repurchase authorization of |
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| May 9, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 9, 2024 Group 1 Automotive, Inc. (Exact name of Registrant as specified in its charter) Delaware 1-13461 76-0506313 (State or other jurisdiction of incorporation or organization) |
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| May 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 30, 2024 Group 1 Automotive, Inc. (Exact name of Registrant as specified in its charter) Delaware 1-13461 76-0506313 (State or other jurisdiction of incorporation or organizatio |
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| May 2, 2024 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Group 1 Automotive Upsizes Revolving Credit Facility to $2.5 Billion HOUSTON, TX, April 30, 2024 - Group 1 Automotive, Inc. (NYSE: GPI) (“Group 1” or the “Company”), a Fortune 300 automotive retailer with 203 dealerships located in the U.S. and U.K., today announced that it has completed a $500 million upsize in its revolving syndicated credit facility to $2.5 bi |
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| May 2, 2024 |
THIRD AMENDMENT TO TWELFTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT Exhibit 10.1 THIRD AMENDMENT TO TWELFTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT THIS THIRD AMENDMENT TO TWELFTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Amendment”) is made and entered into and effective as of April 30, 2024 (the “Third Amendment Effective Date”), by and among GROUP 1 AUTOMOTIVE, INC., a Delaware corporation (the “Company”), each of the Subsidiaries of the Co |
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| April 26, 2024 |
SECOND AMENDMENT TO MASTER CREDIT AGREEMENT Exhibit 10.7 SECOND AMENDMENT TO MASTER CREDIT AGREEMENT THIS SECOND AMENDMENT TO MASTER CREDIT AGREEMENT (this “Amendment”) is entered into as of March 11, 2024, by and among GROUP 1 REALTY, INC., a corporation organized under the laws of the State of Delaware; AMR REAL ESTATE HOLDINGS, LLC, a limited liability company organized under the laws of the State of Delaware; GROUP 1 REALTY NE, LLC, a l |
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| April 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-13461 Group 1 Automotive, In |
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| April 26, 2024 |
FOURTH AMENDMENT TO MASTER CREDIT AGREEMENT Exhibit 10.9 FOURTH AMENDMENT TO MASTER CREDIT AGREEMENT THIS FOURTH AMENDMENT TO MASTER CREDIT AGREEMENT (this “Amendment”) is entered into as of April 25, 2024, by and among GROUP 1 REALTY, INC., a corporation organized under the laws of the State of Delaware; AMR REAL ESTATE HOLDINGS, LLC, a limited liability company organized under the laws of the State of Delaware; GROUP 1 REALTY NE, LLC, a l |
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| April 26, 2024 |
SECOND AMENDMENT TO TWELFTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT Exhibit 10.3 SECOND AMENDMENT TO TWELFTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT THIS SECOND AMENDMENT TO TWELFTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Amendment”) is made and entered into and effective as of December 8, 2023, by and among GROUP 1 AUTOMOTIVE, INC., a Delaware corporation (the “Company”), each of the Subsidiaries of the Company listed on the signature pages |
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| April 26, 2024 |
THIRD AMENDMENT TO MASTER CREDIT AGREEMENT Exhibit 10.8 THIRD AMENDMENT TO MASTER CREDIT AGREEMENT THIS THIRD AMENDMENT TO MASTER CREDIT AGREEMENT (this “Amendment”) is entered into as of April 2, 2024, by and among GROUP 1 REALTY, INC., a corporation organized under the laws of the State of Delaware; AMR REAL ESTATE HOLDINGS, LLC, a limited liability company organized under the laws of the State of Delaware; GROUP 1 REALTY NE, LLC, a limi |
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| April 26, 2024 |
FIRST AMENDMENT TO MASTER CREDIT AGREEMENT Exhibit 10.6 FIRST AMENDMENT TO MASTER CREDIT AGREEMENT THIS FIRST AMENDMENT TO MASTER CREDIT AGREEMENT (this “Amendment”) is entered into as of March 1, 2024, by and among GROUP 1 REALTY, INC., a corporation organized under the laws of the State of Delaware; AMR REAL ESTATE HOLDINGS, LLC, a limited liability company organized under the laws of the State of Delaware; GROUP 1 REALTY NE, LLC, a limi |
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| April 24, 2024 |
Same Store (a non-GAAP measure) Exhibit 99.1 FOR IMMEDIATE RELEASE Group 1 Automotive Reports First Quarter 2024 Financial Results •Current quarter diluted earnings per common share from continuing operations of $10.76 and current quarter adjusted diluted earnings per common share from continuing operations (a non-GAAP measure) of $9.49 •Total revenues of $4.5 billion, a first quarter record and 8.2% increase over the comparable |
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| April 24, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 24, 2024 Group 1 Automotive, Inc. (Exact name of Registrant as specified in its charter) Delaware 1-13461 76-0506313 (State or other jurisdiction of incorporation or organizatio |
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| April 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2)) Definitive Prox |
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| April 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2)) Definitive Prox |
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| April 15, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 15, 2024 Group 1 Automotive, Inc. (Exact name of Registrant as specified in its charter) Delaware 1-13461 76-0506313 (State or other jurisdiction of incorporation or organizatio |
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| April 15, 2024 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Group 1 Automotive Agrees to Acquire Inchcape U.K. Dealerships •54 Dealership Locations in the United Kingdom HOUSTON, TX, April 15, 2024 - Group 1 Automotive, Inc. (NYSE: GPI) (“Group 1” or the “Company”), a Fortune 300 automotive retailer with 202 dealerships located in the U.S. and U.K., today announced it has entered into a definitive agreement to acquire the |
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| April 12, 2024 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Group 1 Automotive Schedules Release of First Quarter 2024 Financial Results HOUSTON, TX, April 12, 2024 - Group 1 Automotive, Inc. (NYSE: GPI) (“Group 1” or the “Company”), a Fortune 300 automotive retailer with 202 dealerships located in the U.S. and U.K., today announced that it will release financial results for the first quarter ended March 31, 2024 on Wedne |
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| April 12, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 12, 2024 Group 1 Automotive, Inc. (Exact name of Registrant as specified in its charter) Delaware 1-13461 76-0506313 (State or other jurisdiction of incorporation or organizatio |
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| April 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2)) Definitive Prox |
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| March 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 25, 2024 Group 1 Automotive, Inc. (Exact name of Registrant as specified in its charter) Delaware 1-13461 76-0506313 (State or other jurisdiction of incorporation or organizatio |
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| March 28, 2024 |
Additional Borrower Addendum to Master Loan Agreement Exhibit 10.1 Additional Borrower Addendum to Master Loan Agreement Additional Borrower: BOB HOWARD AUTOMOTIVE-EAST, INC. BOB HOWARD CHEVROLET, INC. GPI FL-G, LLC GPI GA-CGM, LLC GPI MA-GM, INC. GPI NY-GMII, LLC GPI TX-EPGM, INC. GPI TX-HGMII, INC. GPI TX-HGMIV, INC. HOWARD-GM, INC. LUBBOCK MOTORS-GM, INC. MAXWELL-GMII, INC. Lender: GM Financial Commercial Lending Services 220 East Las Colinas Boul |
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| March 1, 2024 |
As filed with the Securities and Exchange Commission on March 1, 2024 Table of Contents As filed with the Securities and Exchange Commission on March 1, 2024 Registration No. |
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| March 1, 2024 |
Exhibit 107 Calculation of Filing Fee Tables S-3 (Form Type) Group 1 Automotive, Inc. |
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| February 27, 2024 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Group 1 Automotive Acquires Two High Volume Lexus Dealerships in Southern California •Expected Annual Revenues of $350 Million •The Company Also Provides a Share Repurchase Update HOUSTON, TX, February 26, 2024 - Group 1 Automotive, Inc. (NYSE: GPI) (“Group 1” or the “Company”), an international, Fortune 300 automotive retailer with 200 dealerships located in the |
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| February 27, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 26, 2024 Group 1 Automotive, Inc. (Exact name of Registrant as specified in its charter) Delaware 1-13461 76-0506313 (State or other jurisdiction of incorporation or organiza |
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| February 14, 2024 |
Exhibit 10.1 MASTER CREDIT AGREEMENT THIS MASTER CREDIT AGREEMENT (this “Agreement”) is entered into as of February 12, 2024, by and among GROUP 1 REALTY, INC., a corporation organized under the laws of the State of Delaware (“G1 Realty”); AMR REAL ESTATE HOLDINGS, LLC, a limited liability company organized under the laws of the State of Delaware; GROUP 1 REALTY NE, LLC, a limited liability compan |
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| February 14, 2024 |
GROUP 1 AUTOMOTIVE, INC. 2014 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK GRANT NOTICE Exhibit 10.27 GROUP 1 AUTOMOTIVE, INC. 2014 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK GRANT NOTICE Pursuant to the terms and conditions of the Group 1 Automotive, Inc. 2014 Long-Term Incentive Plan, as amended from time to time (the “Plan”), Group 1 Automotive, Inc., a Delaware corporation (the “Company”) hereby grants to the individual listed below (“you” or the “Employee”) the number of shares o |
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| February 14, 2024 |
Subsidiaries of Group 1 Automotive, Inc. Subsidiaries of Group 1 Automotive, Inc. Exhibit 21.1 1855 Hylan Realty, LLC (DE) 3670 Oceanside Realty, LLC (DE) 510 Sunrise Realty, LLC (DE) Advantagecars.com, Inc. (DE) dba Sterling McCall Hyundai Genesis of Southwest Houston Amarillo Motors-F, Inc. (DE) dba Gene Messer Ford of Amarillo Gene Messer Lincoln of Amarillo Gene Messer Auto Group Gene Messer Ford of Amarillo Collision Center Gene Mes |
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| February 14, 2024 |
Group 1 Automotive, Inc. Incentive-Based Compensation Recoupment Policy (this “Policy”) Exhibit 97.1 Group 1 Automotive, Inc. Incentive-Based Compensation Recoupment Policy (this “Policy”) Adopted by the Compensation Committee of the Board of Directors (the “Committee”) on November 15, 2023. 1.Recoupment. If Group 1 Automotive, Inc. (the “Company”) is required to prepare a Restatement, the Committee shall, unless determined to be Impracticable, take reasonably prompt action to recoup |
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| February 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-13461 Group 1 Automotive, Inc. |
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| February 14, 2024 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Group 1 Automotive Acquires RRR Automotive Group •Expected Annual Revenues of $500 Million •Increases 2024 Annual Dividend Rate by 4% HOUSTON, TX, February 12, 2024 - Group 1 Automotive, Inc. (NYSE: GPI) (“Group 1” or the “Company”), an international, Fortune 300 automotive retailer with 198 dealerships located in the U.S. and U.K., today announced the expansion |
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| February 14, 2024 |
GROUP 1 AUTOMOTIVE, INC. PERFORMANCE SHARE UNIT AGREEMENT Exhibit 10.28 GROUP 1 AUTOMOTIVE, INC. PERFORMANCE SHARE UNIT AGREEMENT This Performance Share Unit Agreement (the “Agreement”) is made and entered into by and between Group 1 Automotive, Inc., a Delaware corporation (the “Company”), and you. This Agreement is entered into as of the [●] day of [●], 2024 (the “Date of Grant”). 1.Grant. The Company hereby grants to you as of the Date of Grant a Perf |
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| February 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 12, 2024 Group 1 Automotive, Inc. (Exact name of Registrant as specified in its charter) Delaware 1-13461 76-0506313 (State or other jurisdiction of incorporation or organiza |
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| February 13, 2024 |
GPI / Group 1 Automotive, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv01055-group1automotiveinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 16)* Name of issuer: Group 1 Automotive Inc Title of Class of Securities: Common Stock CUSIP Number: 398905109 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to |
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| February 9, 2024 |
GPI / Group 1 Automotive, Inc. / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 18 )* Group 1 Automotive Inc (Name of Issuer) Common Stock (Title of Class of Securities) 398905109 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate bo |
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| January 31, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 31, 2024 Group 1 Automotive, Inc. (Exact name of Registrant as specified in its charter) Delaware 1-13461 76-0506313 (State or other jurisdiction of incorporation or organizat |
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| January 31, 2024 |
Same Store (a non-GAAP measure) Exhibit 99.1 FOR IMMEDIATE RELEASE Group 1 Automotive Reports Fourth Quarter and Full Year 2023 Financial Results •Full year revenues reach all-time high of $17.9 billion; a 10.2% increase over the comparable prior year period •Current quarter new vehicle units sold increased 14.8% over the comparable prior year period •Current quarter diluted earnings per common share from continuing operations o |
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| January 16, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 16, 2024 Group 1 Automotive, Inc. (Exact name of Registrant as specified in its charter) Delaware 1-13461 76-0506313 (State or other jurisdiction of incorporation or organizat |
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| January 16, 2024 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Group 1 Automotive Schedules Release of Fourth Quarter and Full Year 2023 Financial Results HOUSTON, TX, January 16, 2024 - Group 1 Automotive, Inc. (NYSE: GPI) (“Group 1” or the “Company”), an international, Fortune 300 automotive retailer with 199 dealerships located in the U.S. and U.K., today announced that it will release financial results for the fourth qua |
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| January 11, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 11, 2024 Group 1 Automotive, Inc. (Exact name of Registrant as specified in its charter) Delaware 1-13461 76-0506313 (State or other jurisdiction of incorporation or organizat |
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| January 11, 2024 |
Group 1 Automotive Appoints New Chief Marketing Officer Exhibit 99.1 FOR IMMEDIATE RELEASE Group 1 Automotive Appoints New Chief Marketing Officer HOUSTON, TX, January 11, 2024 - Group 1 Automotive, Inc. (NYSE: GPI) (“Group 1” or the “Company”), an international, Fortune 300 automotive retailer with 199 dealerships located in the U.S. and U.K., announced the appointment of Shelley Washburn as Vice President, Marketing and Chief Marketing Officer. Washb |
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| December 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 8, 2023 Group 1 Automotive, Inc. (Exact name of Registrant as specified in its charter) Delaware 1-13461 76-0506313 (State or other jurisdiction of incorporation or organizat |
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| December 11, 2023 |
Master Loan Agreement dated effective December 8, 2023. Master Loan Agreement Borrower(s): GPI TX-G, Inc. GPI TX-GII, Inc. GPI TX-GIII, Inc. Lender: GM Financial Commercial Lending Services 220 East Las Colinas Boulevard, Suite 500 Irving, TX 75039 Date: December 8, 2023 This Master Loan Agreement is intended to create a discretionary credit facility under which Borrower may request loans from Lender and Lender may, in its discretion, make loans to Bor |
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| November 15, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 15, 2023 Group 1 Automotive, Inc. (Exact name of Registrant as specified in its charter) Delaware 1-13461 76-0506313 (State or other jurisdiction of incorporation or organiza |
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| November 15, 2023 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Group 1 Automotive Board Declares Quarterly Dividend and the Company Provides Share Repurchase Update HOUSTON, TX, November 15, 2023 - Group 1 Automotive, Inc. (NYSE: GPI) (“Group 1” or the “Company”), an international, Fortune 300 automotive retailer with 201 dealerships located in the U.S. and U.K., today announced its board of directors declared a quarterly di |
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| October 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-13461 Group 1 Automotive |
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| October 25, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 25, 2023 Group 1 Automotive, Inc. (Exact name of Registrant as specified in its charter) Delaware 1-13461 76-0506313 (State or other jurisdiction of incorporation or organizat |
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| October 25, 2023 |
Same Store (a non-GAAP measure) Exhibit 99.1 FOR IMMEDIATE RELEASE Group 1 Automotive Announces Record Quarterly Financial Results •Record quarterly revenues of $4.7 billion, a 13.0% increase over the comparable prior year period •Parts and Service revenues reach all-time high for 10th consecutive quarter, a 10.0% increase over the comparable prior year period •Current quarter diluted earnings per common share from continuing op |
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| August 4, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 2, 2023 Group 1 Automotive, Inc. (Exact name of Registrant as specified in its charter) Delaware 1-13461 76-0506313 (State or other jurisdiction of incorporation or organizatio |
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| August 4, 2023 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Group 1 Automotive Board Approves Increase to Share Repurchase Authorization & Declares Quarterly Dividend HOUSTON, TX, August 2, 2023 - Group 1 Automotive, Inc. (NYSE: GPI) (“Group 1” or the “Company”), an international, Fortune 300 automotive retailer with 202 dealerships located in the U.S. and U.K., today announced its board of directors increased the Company |
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| July 28, 2023 |
Exhibit 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GROUP 1 AUTOMOTIVE, INC. Group 1 Automotive, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows: 1.The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of De |
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| July 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 15, 2023 Group 1 Automotive, Inc. (Exact name of Registrant as specified in its charter) Delaware 1-13461 76-0506313 (State or other jurisdiction of incorporation or organiza |
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| July 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-13461 Group 1 Automotive, Inc |
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| July 28, 2023 |
Fourth Amended and Restated Bylaws of Group 1 Automotive, Inc. Exhibit 3.1 FOURTH AMENDED AND RESTATED BYLAWS OF GROUP 1 AUTOMOTIVE, INC. (hereinafter called the “Corporation”) February 15, 2023 Article I OFFICES Section 1.Principal Office. The principal office shall be established and maintained at the office of Capitol Services, Inc., in the City of Dover, in the County of Kent, in the State of Delaware, and said corporation shall be the resident agent of t |
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| July 26, 2023 |
Same Store (a non-GAAP measure) Exhibit 99.1 FOR IMMEDIATE RELEASE Group 1 Automotive Achieves Record Quarterly Total Revenues and Gross Profit •Current quarter diluted earnings per common share from continuing operations of $12.02 and current quarter adjusted diluted earnings per common share from continuing operations (a non-GAAP measure) of $11.73 •All-time quarterly record new vehicle revenues, a 21.2% increase over the comp |
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| July 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 26, 2023 Group 1 Automotive, Inc. (Exact name of Registrant as specified in its charter) Delaware 1-13461 76-0506313 (State or other jurisdiction of incorporation or organization |
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| July 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 11, 2023 Group 1 Automotive, Inc. (Exact name of Registrant as specified in its charter) Delaware 1-13461 76-0506313 (State or other jurisdiction of incorporation or organization |
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| July 11, 2023 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Group 1 Automotive Schedules Release of Second Quarter 2023 Financial Results HOUSTON, TX, July 11, 2023 - Group 1 Automotive, Inc. (NYSE: GPI) (“Group 1” or the “Company”), an international, Fortune 300 automotive retailer with 205 dealerships located in the U.S. and U.K., today announced that it will release financial results for the second quarter ended June 3 |
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| May 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 17, 2023 Group 1 Automotive, Inc. (Exact name of Registrant as specified in its charter) Delaware 1-13461 76-0506313 (State or other jurisdiction of incorporation or organization) |
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| May 18, 2023 |
Second Amended and Restated Certificate of Incorporation of Group 1 Automotive, Inc. SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GROUP 1 AUTOMOTIVE, INC. |
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| May 18, 2023 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Group 1 Automotive Appoints New Chairman of the Board and Declares Quarterly Dividend HOUSTON, TX, May 17, 2023 - Group 1 Automotive, Inc. (NYSE: GPI) (“Group 1” or the “Company”), an international, Fortune 300 automotive retailer with 206 dealerships located in the U.S. and U.K., today announced that Charles Szews has been elected to serve as non-executive chair |
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| May 9, 2023 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Group 1 Automotive Expands in Texas - Acquires Three Dealerships with Expected Annual Revenues of $760 Million HOUSTON, TX, May 8, 2023 - Group 1 Automotive, Inc. (NYSE: GPI) (“Group 1” or the “Company”), an international, Fortune 300 automotive retailer with 206 dealerships located in the U.S. and U.K., today announced the expansion of its Texas operations with |
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| May 9, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 8, 2023 Group 1 Automotive, Inc. (Exact name of Registrant as specified in its charter) Delaware 1-13461 76-0506313 (State or other jurisdiction of incorporation or organization) |
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| April 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-13461 Group 1 Automotive, In |
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| April 28, 2023 |
TRANSITION AND SEPARATION AGREEMENT Exhibit 10.1 TRANSITION AND SEPARATION AGREEMENT This Transition and Separation Agreement (“Agreement”) is entered into by and between Group 1 Automotive, Inc. (“Group 1” or the “Company”) and Darryl Burman (“Employee”) (collectively, the “Parties”), effective as of 12:01a.m. central time on March 31, 2023 (the “Effective Date”). A. RECITALS 1.Employee is currently employed by the Company as Gener |
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| April 26, 2023 |
Same Store (a non-GAAP measure) Exhibit 99.1 FOR IMMEDIATE RELEASE Group 1 Automotive Announces Record First Quarter 2023 Financial Results •Record first quarter total revenues, new vehicle revenues and units sold, increased 7.4%, 12.1% and 7.9%, respectively, over the comparable prior year period •All-time record quarterly parts and service revenues and gross profit, increased 16.0% and 14.4%, respectively, over the comparable |
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| April 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 26, 2023 Group 1 Automotive, Inc. (Exact name of Registrant as specified in its charter) Delaware 1-13461 76-0506313 (State or other jurisdiction of incorporation or organizatio |
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| April 17, 2023 |
Notice of 2023 Annual Meeting of Shareholders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2)) Definitive Prox |
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| April 12, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 11, 2023 Group 1 Automotive, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-13461 76-0506313 (State or Other Jurisdiction of Incorporation) (Commission F |
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| April 12, 2023 |
Group 1 Automotive Schedules Release of First Quarter 2023 Financial Results Exhibit 99.1 FOR IMMEDIATE RELEASE Group 1 Automotive Schedules Release of First Quarter 2023 Financial Results HOUSTON, TX, April 11, 2023 - Group 1 Automotive, Inc. (NYSE: GPI) (“Group 1” or the “Company”), an international, Fortune 300 automotive retailer with 204 dealerships located in the U.S. and U.K., today announced that it will release financial results for the first quarter ended March 3 |
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| March 31, 2023 |
Notice of 2023 Annual Meeting of Shareholders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2)) Definitive Prox |
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| March 28, 2023 |
Group 1 Automotive Acquires Chevrolet Dealership in Estero, Florida Exhibit 99.1 FOR IMMEDIATE RELEASE Group 1 Automotive Acquires Chevrolet Dealership in Estero, Florida - Expected to Generate $150 Million in Annual Revenues - Share Repurchase Update Provided HOUSTON, TX, March 28, 2023 - Group 1 Automotive, Inc. (NYSE: GPI) (“Group 1” or the “Company”), an international, Fortune 300 automotive retailer with 205 dealerships located in the U.S. and U.K., today ann |
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| March 28, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2023 Group 1 Automotive, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-13461 76-0506313 (State or Other Jurisdiction of Incorporation) (Commission F |
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| March 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2023 Group 1 Automotive, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-13461 76-0506313 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| March 1, 2023 |
Group 1 Automotive Announces Appointment of Vice President of Corporate Development Exhibit 99.1 FOR IMMEDIATE RELEASE Group 1 Automotive Announces Appointment of Vice President of Corporate Development HOUSTON– March 1, 2023 – Group 1 Automotive, Inc. (NYSE: GPI) (“Group 1” or the “Company”), an international Fortune 300 automotive retailer with 204 dealerships located in the U.S. and U.K., announced today that Jamie Albertine has joined the Company as its Vice President of Corp |
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| February 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-13461 Group 1 Automotive, Inc. |
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| February 16, 2023 |
TRANSITION AND SEPARATION AGREEMENT Exhibit 10.32 TRANSITION AND SEPARATION AGREEMENT This Transition and Separation Agreement (“Agreement”) is entered into by and between Group 1 Automotive, Inc. (“Group 1” or the “Company”) and Frank Grese (“Employee”) (collectively, the “Parties”), effective as of November 1, 2022 (the “Effective Date”). A. RECITALS 1. Employee is currently employed by the Company as Senior Vice President Trainin |
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| February 16, 2023 |
Subsidiaries of Group 1 Automotive, Inc. Exhibit 21.1 Subsidiaries of Group 1 Automotive, Inc. 1855 Hylan Realty, LLC (DE) 3670 Oceanside Realty, LLC (DE) 510 Sunrise Realty, LLC (DE) Advantagecars.com, Inc. (DE) dba Sterling McCall Hyundai Genesis of Southwest Houston Amarillo Motors-F, Inc. (DE) dba Gene Messer Ford of Amarillo Gene Messer Lincoln of Amarillo Gene Messer Auto Group Gene Messer Ford of Amarillo Collision Center Gene Mes |
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| February 15, 2023 |
Group 1 Automotive Board Approves Increase to 2023 Dividend Rate and Declares Quarterly Dividend Exhibit 99.1 FOR IMMEDIATE RELEASE Group 1 Automotive Board Approves Increase to 2023 Dividend Rate and Declares Quarterly Dividend HOUSTON, TX, February 14, 2023 - Group 1 Automotive, Inc. (NYSE: GPI) (“Group 1” or the “Company”), an international, Fortune 300 automotive retailer with 204 dealerships located in the U.S. and U.K., today announced its board of directors has approved an increase in |
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| February 15, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2023 Group 1 Automotive, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-13461 76-0506313 (State or Other Jurisdiction of Incorporation) (Commissio |
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| February 10, 2023 |
GPI / Group 1 Automotive, Inc. / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 17 )* Group 1 Automotive Inc (Name of Issuer) Common Stock (Title of Class of Securities) 398905109 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which thi |
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| February 9, 2023 |
GPI / Group 1 Automotive, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv01020-group1automotiveinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 15)* Name of issuer: Group 1 Automotive Inc. Title of Class of Securities: Common Stock CUSIP Number: 398905109 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to |
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| January 25, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 25, 2023 Group 1 Automotive, Inc. (Exact name of Registrant as specified in its charter) Delaware 1-13461 76-0506313 (State or other jurisdiction of incorporation or organizat |
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| January 25, 2023 |
Same Store (a non-GAAP measure) Exhibit 99.1 FOR IMMEDIATE RELEASE Group 1 Automotive Announces Record Fourth Quarter and Full Year 2022 Financial Results •Fourth Quarter and Full Year Diluted Earnings Per Common Share from Continuing Operations of $10.75 and $47.31, respectively, increased 18.6% and 38.7%, over the comparable prior year period •Full Year Revenues and Gross Profit of $16.2 billion and $3.0 billion, respectively, |
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| January 18, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 17, 2023 Group 1 Automotive, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-13461 76-0506313 (State or Other Jurisdiction of Incorporation) (Commission |
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| January 18, 2023 |
Group 1 Automotive Announces Additions of Chief Legal Officer and Chief Marketing Officer Exhibit 99.1 FOR IMMEDIATE RELEASE Group 1 Automotive Announces Additions of Chief Legal Officer and Chief Marketing Officer HOUSTON– January 17, 2023 – Group 1 Automotive, Inc. (NYSE: GPI) (“Group 1” or the “Company”), an international Fortune 300 automotive retailer with 204 dealerships located in the U.S. and U.K., announced today the appointments of Gillian Hobson as Senior Vice President, Chi |
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| January 12, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 12, 2023 Group 1 Automotive, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-13461 76-0506313 (State or Other Jurisdiction of Incorporation) (Commission |
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| January 12, 2023 |
Group 1 Automotive Schedules Release of Fourth Quarter and Full Year 2022 Financial Results Exhibit 99.1 FOR IMMEDIATE RELEASE Group 1 Automotive Schedules Release of Fourth Quarter and Full Year 2022 Financial Results HOUSTON, TX, January 12, 2023 - Group 1 Automotive, Inc. (NYSE: GPI) (“Group 1” or the “Company”), an international, Fortune 300 automotive retailer with 204 dealerships located in the U.S. and U.K., today announced that it will release financial results for the fourth qua |
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| December 5, 2022 |
Group 1 Automotive Acquires Mercedes-Benz Dealership in Anaheim, California Exhibit 99.1 FOR IMMEDIATE RELEASE Group 1 Automotive Acquires Mercedes-Benz Dealership in Anaheim, California - Expected to Generate $200 Million in Annual Revenues HOUSTON, TX, December 1, 2022 - Group 1 Automotive, Inc. (NYSE: GPI) (?Group 1? or the ?Company?), an international, Fortune 300 automotive retailer with 204 dealerships located in the U.S. and U.K., today announced the expansion of i |
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| December 5, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 1, 2022 Group 1 Automotive, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-13461 76-0506313 (State or Other Jurisdiction of Incorporation) (Commission |
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| November 17, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 16, 2022 Group 1 Automotive, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-13461 76-0506313 (State or Other Jurisdiction of Incorporation) (Commissio |
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| November 17, 2022 |
Group 1 Automotive Board Approves Share Repurchase Authorization & Announces Quarterly Cash Dividend Exhibit 99.1 FOR IMMEDIATE RELEASE Group 1 Automotive Board Approves Share Repurchase Authorization & Announces Quarterly Cash Dividend HOUSTON, TX, November 16, 2022 - Group 1 Automotive, Inc. (NYSE: GPI) (?Group 1? or the ?Company?), an international, Fortune 300 automotive retailer with 203 dealerships located in the U.S. and U.K., today announced its board of directors increased the Company?s |
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| November 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 27, 2022 Group 1 Automotive, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-13461 76-0506313 (State or Other Jurisdiction of Incorporation) (Commission |
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| October 28, 2022 |
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT Exhibit 10.3 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT This Second Amendment (this “Second Amendment”) is entered into between Group 1 Automative, Inc., a Delaware corporation (the “Company”), and Earl J. Hesterberg (“Employee”), effective as of August 24, 2022 (the “Amendment Effective Date”). RECITALS WHEREAS, the Company and Employee previously entered into an employment agreement dated May 19, |
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| October 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-13461 Group 1 Automotive |
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| October 28, 2022 |
FIRST AMENDMENT TO INCENTIVE COMPENSATION, CONFIDENTIALITY, NON-DISCLOSURE AND NON-COMPETE AGREEMENT Exhibit 10.2 FIRST AMENDMENT TO INCENTIVE COMPENSATION, CONFIDENTIALITY, NON-DISCLOSURE AND NON-COMPETE AGREEMENT This First Amendment (this “Amendment”) is entered into between Group 1 Automotive, Inc., a Delaware corporation (the “Company”), and Daryl A. Kenningham (“Employee”), effective as of August 24, 2022 (the “Amendment Effective Date”). RECITALS WHEREAS, the Company and Employee previousl |
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| October 26, 2022 |
Same Store (a non-GAAP measure) Exhibit 99.1 FOR IMMEDIATE RELEASE Group 1 Automotive Announces Record Third Quarter 2022 Financial Results ?Record Quarterly Revenues of $4.2 billion, a 22.0% Increase ?Record Quarterly Diluted Earnings Per Common Share from Continuing Operations of $12.57 per share, a 34.4% Increase HOUSTON, October 26, 2022 ? Group 1 Automotive, Inc. (NYSE: GPI) (?Group 1? or the ?Company?), an international, F |
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| October 26, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 26, 2022 Group 1 Automotive, Inc. (Exact name of Registrant as specified in its charter) Delaware 1-13461 76-0506313 (State or other jurisdiction of incorporation or organizat |
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| October 12, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 10, 2022 Group 1 Automotive, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-13461 76-0506313 (State or Other Jurisdiction of Incorporation) (Commission |
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| October 12, 2022 |
Group 1 Automotive Schedules Release of Third Quarter 2022 Financial Results EXHIBIT 99.1 FOR IMMEDIATE RELEASE Group 1 Automotive Schedules Release of Third Quarter 2022 Financial Results HOUSTON, TX, October 10, 2022 - Group 1 Automotive, Inc. (NYSE: GPI) (?Group 1? or the ?Company?), an international, Fortune 300 automotive retailer with 203 dealerships located in the U.S. and U.K., today announced that it will release financial results for the third quarter ended Septe |
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| September 7, 2022 |
Group 1 Automotive Acquires BMW/MINI Franchises in the U.K. Exhibit 99.1 FOR IMMEDIATE RELEASE Group 1 Automotive Acquires BMW/MINI Franchises in the U.K. - Brings Acquired Revenues to $740 Million YTD HOUSTON, TX, September 6, 2022 - Group 1 Automotive, Inc. (NYSE: GPI) (?Group 1? or the ?Company?), an international, Fortune 300 automotive retailer with 205 dealerships located in the U.S. and U.K., today announced the expansion of its U.K. operations with |
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| September 7, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 6, 2022 Group 1 Automotive, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-13461 76-0506313 (State or Other Jurisdiction of Incorporation) (Commissio |
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| August 24, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 24, 2022 Group 1 Automotive, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-13461 76-0506313 (State or Other Jurisdiction of Incorporation) (Commission |
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| August 24, 2022 |
Group 1 Automotive Announces CEO Transition Plans Exhibit 99.1 FOR IMMEDIATE RELEASE Group 1 Automotive Announces CEO Transition Plans ? Earl Hesterberg to retire at year end ? Daryl Kenningham, current President of US Operations, appointed to Board of Directors and as President and Chief Operating Officer of Group 1 immediately; will assume CEO role on January 1, 2023. HOUSTON, TX, August 24, 2022?Group 1 Automotive, Inc. (NYSE:GPI) (?Group 1? o |
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| August 23, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 18, 2022 Group 1 Automotive, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-13461 76-0506313 (State or Other Jurisdiction of Incorporation) (Commission |
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| August 23, 2022 |
Exhibit 10.1 EXECUTION VERSION FIRST AMENDMENT TO TWELFTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT THIS FIRST AMENDMENT TO TWELFTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this ?Amendment?) is made and entered into and effective as of the 18th day of August, 2022, by and among GROUP 1 AUTOMOTIVE, INC., a Delaware corporation (the ?Company?), each of the Subsidiaries of the Company l |
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| August 17, 2022 |
Group 1 Automotive Board Approves Share Repurchase Authorization & Announces Quarterly Cash Dividend Exhibit 99.1 FOR IMMEDIATE RELEASE Group 1 Automotive Board Approves Share Repurchase Authorization & Announces Quarterly Cash Dividend HOUSTON, TX, August 16, 2022 - Group 1 Automotive, Inc. (NYSE: GPI) (?Group 1? or the ?Company?), an international, Fortune 300 automotive retailer with 204 dealerships located in the U.S. and U.K., today announced its board of directors increased the Company?s co |
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| August 17, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2022 Group 1 Automotive, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-13461 76-0506313 (State or Other Jurisdiction of Incorporation) (Commission |
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| July 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-13461 Group 1 Automotive, Inc |
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| July 27, 2022 |
Same Store (a non-GAAP measure) Exhibit 99.1 FOR IMMEDIATE RELEASE Group 1 Automotive Announces Record Second Quarter 2022 Financial Results ?Record Quarterly Revenues of $4.1 billion, a 14.3% Increase ?Record Quarterly Diluted Earnings Per Common Share from Continuing Operations of $12.11 per share, an 18.3% Increase HOUSTON, TX, July 27, 2022 ? Group 1 Automotive, Inc. (NYSE: GPI) (?Group 1? or the ?Company?), an international |
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| July 27, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 27, 2022 Group 1 Automotive, Inc. (Exact name of Registrant as specified in its charter) Delaware 1-13461 76-0506313 (State or other jurisdiction of incorporation or organization |
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| July 14, 2022 |
Group 1 Automotive Acquires Five Franchises in Shreveport, Louisiana Exhibit 99.2 FOR IMMEDIATE RELEASE Group 1 Automotive Acquires Five Franchises in Shreveport, Louisiana HOUSTON, TX, July 11, 2022 - Group 1 Automotive, Inc. (NYSE: GPI) (?Group 1? or the ?Company?), an international, Fortune 300 automotive retailer with 204 dealerships located in the U.S. and U.K., today announced the expansion of its U.S. operations with the acquisition of three dealerships and |
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| July 14, 2022 |
Group 1 Automotive Schedules Release of Second Quarter 2022 Financial Results Exhibit 99.1 FOR IMMEDIATE RELEASE Group 1 Automotive Schedules Release of Second Quarter 2022 Financial Results HOUSTON, TX, July 13, 2022 - Group 1 Automotive, Inc. (NYSE: GPI) (?Group 1? or the ?Company?), an international, Fortune 300 automotive retailer with 204 dealerships located in the U.S. and U.K., today announced that it will release financial results for the second quarter ended June 3 |
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| July 14, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 11, 2022 Group 1 Automotive, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-13461 76-0506313 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| July 6, 2022 |
Group 1 Automotive Disposes of Brazil Operations Exhibit 99.1 Group 1 Automotive Disposes of Brazil Operations ? Provides Share Repurchase Update HOUSTON, July 5, 2022 - Group 1 Automotive, Inc. (NYSE: GPI), (?Group 1? or the ?Company?), an international, Fortune 300 automotive retailer with 201 dealerships located in the U.S. and U.K., today announced that it has closed on the disposition of its Brazil operations. The Company also provided a ye |
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| July 6, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 5, 2022 Group 1 Automotive, Inc. (Exact name of registrant as specified in its charter) Delaware 001-13461 76-0506313 (State or other jurisdiction of incorporation) (Commission F |
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| May 20, 2022 |
Group 1 Automotive Board Approves Share Repurchase Authorization & Announces Quarterly Cash Dividend Exhibit 99.1 FOR IMMEDIATE RELEASE Group 1 Automotive Board Approves Share Repurchase Authorization & Announces Quarterly Cash Dividend HOUSTON, TX, May 18, 2022 - Group 1 Automotive, Inc. (NYSE: GPI) (?Group 1? or the ?Company?), an international, Fortune 300 automotive retailer with 202 dealerships located in the U.S. and U.K., today announced its board of directors increased the Company?s commo |
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| May 20, 2022 |
Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 18, 2022 Group 1 Automotive, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-13461 76-0506313 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| May 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-13461 Group 1 Automotive, In |
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| April 27, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 27, 2022 Group 1 Automotive, Inc. (Exact name of Registrant as specified in its charter) Delaware 1-13461 76-0506313 (State or other jurisdiction of incorporation or organizatio |
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| April 27, 2022 |
Same Store (a non-GAAP measure) Exhibit 99.1 FOR IMMEDIATE RELEASE Group 1 Automotive Announces Record First Quarter 2022 Financial Results ?Record Quarterly Diluted Earnings Per Common Share from Continuing Operations; $11.78 per share ?Record Net Income from Continuing Operations; $201.1 million or 99.3% Increase HOUSTON, TX, April 27, 2022 ? Group 1 Automotive, Inc. (NYSE: GPI) (?Group 1? or the ?Company?), an international, |
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| April 19, 2022 |
Group 1 Automotive Schedules Release of First Quarter 2022 Financial Results Exhibit 99.1 FOR IMMEDIATE RELEASE Group 1 Automotive Schedules Release of First Quarter 2022 Financial Results HOUSTON, TX, April 14, 2022 - Group 1 Automotive, Inc. (NYSE: GPI) (?Group 1? or the ?Company?), an international, Fortune 300 automotive retailer with 202 dealerships located in the U.S. and U.K., today announced that it will release financial results for the first quarter ended March 3 |
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| April 19, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 14, 2022 Group 1 Automotive, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-13461 76-0506313 (State or Other Jurisdiction of Incorporation) (Commission F |
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| April 12, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| April 11, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 11, 2022 Group 1 Automotive, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-13461 76-0506313 (State or Other Jurisdiction of Incorporation) (Commission F |
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| April 11, 2022 |
Group 1 Automotive to Present at the Bank of America 2022 Auto Summit in New York City Exhibit 99.1 FOR IMMEDIATE RELEASE Group 1 Automotive to Present at the Bank of America 2022 Auto Summit in New York City HOUSTON, TX, April 11, 2022 - Group 1 Automotive, Inc. (NYSE: GPI) (?Group 1? or the ?Company?), an international, Fortune 300 automotive retailer with 202 dealerships located in the U.S. and U.K., today announced that senior management will present at the Bank of America 2022 |
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| April 6, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 4, 2022 Group 1 Automotive, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-13461 76-0506313 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| April 6, 2022 |
Group 1 Automotive Acquires Toyota Dealership in Albuquerque, New Mexico Exhibit 99.1 FOR IMMEDIATE RELEASE Group 1 Automotive Acquires Toyota Dealership in Albuquerque, New Mexico - Provides Share Repurchase Update HOUSTON, TX, April 4, 2022 - Group 1 Automotive, Inc. (NYSE: GPI) (?Group 1? or the ?Company?), an international, Fortune 300 automotive retailer with 202 dealerships located in the U.S. and U.K., today announced the acquisition of Larry H. Miller Toyota in |
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| March 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2022 (March 9, 2022) Group 1 Automotive, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-13461 76-0506313 (State or Other Jurisdiction of Incorporatio |
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| March 10, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2022 Group 1 Automotive, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-13461 76-0506313 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| March 10, 2022 |
Twelfth Amended and Restated Revolving Credit Agreement dated effective as of March 9, 2022. Exhibit 10.1 EXECUTION VERSION TWELFTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT Effective as of March 9, 2022 among GROUP 1 AUTOMOTIVE, INC., the Subsidiary Borrowers Listed Herein, THE LENDERS LISTED HEREIN, U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent, COMERICA BANK, as Floor Plan Agent, JPMORGAN CHASE BANK, N.A., BANK OF AMERICA, N.A. WELLS FARGO BANK, N.A. and PNC BANK, NATIO |
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| March 10, 2022 |
Group 1 Automotive Acquires High Volume Toyota Dealership in Austin, Texas Exhibit 99.1 FOR IMMEDIATE RELEASE Group 1 Automotive Acquires High Volume Toyota Dealership in Austin, Texas Adds $435 million in annual revenues HOUSTON, TX, March 7, 2022 - Group 1 Automotive, Inc. (NYSE: GPI) (?Group 1? or the ?Company?), an international, Fortune 300 automotive retailer with 201 dealerships located in the U.S. and U.K., today announced the acquisition of Charles Maund Toyota |
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| March 10, 2022 |
Group 1 Automotive Amends and Extends $2.0 Billion Revolving Credit Facility Exhibit 99.1 FOR IMMEDIATE RELEASE Group 1 Automotive Amends and Extends $2.0 Billion Revolving Credit Facility HOUSTON, TX, March 9, 2022 - Group 1 Automotive, Inc. (NYSE: GPI) (?Group 1? or the ?Company?), an international, Fortune 300 automotive retailer with 201 dealerships located in the U.S. and U.K., today announced that it has completed a $2.0 billion five-year revolving syndicated credit |
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| February 23, 2022 |
Subsidiaries of Group 1 Automotive, Inc. Exhibit 21.1 Subsidiaries of Group 1 Automotive, Inc. 1855 Hylan Realty, LLC (DE) 3670 Oceanside Realty, LLC (DE) 510 Sunrise Realty, LLC (DE) Advantagecars.com, Inc. (DE) dba Sterling McCall Hyundai Genesis of Southwest Houston Amarillo Motors-F, Inc. (DE) dba Gene Messer Ford of Amarillo Gene Messer Lincoln of Amarillo Gene Messer Auto Group Gene Messer Ford of Amarillo Collision Center Gene Mes |
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| February 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-13461 Group 1 Automotive, Inc. (E |
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| February 23, 2022 |
THIRD AMENDMENT TO ELEVENTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT Exhibit 10.45 THIRD AMENDMENT TO ELEVENTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT THIS THIRD AMENDMENT TO ELEVENTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this ?Amendment?) is made and entered into as of the 30th day of December, 2021, by and among GROUP 1 AUTOMOTIVE, INC., a Delaware corporation (the ?Company?), each of the Subsidiaries of the Company listed on the signature page |
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| February 18, 2022 |
Group 1 Automotive Board Approves Share Repurchase Authorization & Announces Quarterly Cash Dividend Exhibit 99.1 FOR IMMEDIATE RELEASE Group 1 Automotive Board Approves Share Repurchase Authorization & Announces Quarterly Cash Dividend ? Increases Share Repurchase Authorization ? Increases Quarterly Cash Dividend HOUSTON, TX, February 16, 2022 - Group 1 Automotive, Inc. (NYSE: GPI) (?Group 1? or the ?Company?), an international, Fortune 300 automotive retailer with 200 dealerships located in the |
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| February 18, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 16, 2022 Group 1 Automotive, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-13461 76-0506313 (State or Other Jurisdiction of Incorporation) (Commissio |
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| February 14, 2022 |
GPI / Group 1 Automotive, Inc. / EMINENCE CAPITAL, LP - GROUP 1 AUTOMOTIVE, INC. Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Amendment No. 1 Under the Securities Exchange Act of 1934 Group 1 Automotive, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 398905109 (CUSIP Number) December 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant |
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| February 10, 2022 |
GPI / Group 1 Automotive, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 14)* Name of issuer: Group 1 Automotive Inc. Title of Class of Securities: Common Stock CUSIP Number: 398905109 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is fil |
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| February 10, 2022 |
Same Store (a non-GAAP measure) Exhibit 99.1 FOR IMMEDIATE RELEASE Group 1 Automotive Announces Record 4Q21 & FY21 Financial Results ?Record Quarterly Revenues; 19.4% Increase ?Record Quarterly Diluted Earnings Per Common Share from Continuing Operations; 69.0% Increase ?Completed Largest Acquisition in Company History ?FY21 Common Share Repurchases of 1,103,417 Common Shares for $210.6 Million; ~6.0% of Common Shares HOUSTON, T |
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| February 10, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 10, 2022 Group 1 Automotive, Inc. (Exact name of Registrant as specified in its charter) Delaware 1-13461 76-0506313 (State or other jurisdiction of incorporation or organiza |
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| February 8, 2022 |
GPI / Group 1 Automotive, Inc. / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 16 )* Group 1 Automotive Inc (Name of Issuer) Common Stock (Title of Class of Securities) 398905109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which thi |
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| February 1, 2022 |
Exhibit 99.1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors of Highline Management, Inc. and Limited Partners of GPB Automotive Portfolio, LP Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of GPB Automotive Portfolio, LP (the ?Partnership?) as of December 31, 2020 and 2019, and the related consolidated statements |
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| February 1, 2022 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 17, 2021 Group 1 Automotive, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 1-13461 76-0506313 (State or Other Jurisdiction of Incor |
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| February 1, 2022 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.5 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Introduction The following unaudited pro forma combined statement of operations for the year ended December 31, 2020 and condensed combined statement of operations for the nine months ended September 30, 2021 and the unaudited pro forma condensed combined balance sheet as of September 30, 2021, are based on the individual hi |
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| February 1, 2022 |
Exhibit 99.3 INDEPENDENT AUDITORS? REPORT To the Board of Directors of Highline Management, Inc., and Member of Orangeburg Subaru, LLC Report on the Financial Statements We have audited the accompanying balance sheet of Orangeburg Subaru, LLC (the ?Company?), as of December 31, 2020, and the related statements of income, changes in member?s equity, and cash flows for the year then ended, and the r |
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| February 1, 2022 |
Exhibit 99.4 Independent Auditors? Review Report To the Board of Directors of Highline Management, Inc., and Member of Orangeburg Subaru, LLC Report on the Financial Statements We have reviewed the accompanying balance sheet of Orangeburg Subaru, LLC (the ?Company?), as of September 30, 2021, and the related statements of income, changes in member?s equity and cash flows for the nine-month period |
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| February 1, 2022 |
PART I – FINANCIAL INFORMATION Exhibit 99.2 PART I ? FINANCIAL INFORMATION Item 1. Financial Statements. GPB AUTOMOTIVE PORTFOLIO, LP AND SUBSIDIARIES Condensed Consolidated Balance Sheets (Dollars in thousands) (Unaudited) September 30, 2021 December 31, 2020 Assets Current assets: Cash $ 148,155 $ 120,985 Contracts in transit 17,840 38,464 Receivables, net of allowance for doubtful accounts 19,889 36,441 Assets held for sale |
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| January 28, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 26, 2022 Group 1 Automotive, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-13461 76-0506313 (State or Other Jurisdiction of Incorporation) (Commission |
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| January 28, 2022 |
Group 1 Automotive Schedules Release of Fourth Quarter & Full Year 2021 Financial Results Exhibit 99.1 FOR IMMEDIATE RELEASE Group 1 Automotive Schedules Release of Fourth Quarter & Full Year 2021 Financial Results HOUSTON, January 26, 2022 ? Group 1 Automotive, Inc. (NYSE: GPI), an international, Fortune 500 automotive retailer with 218 dealerships located in the U.S., U.K., and Brazil, today announced that it will release financial results for the fourth quarter and full year ended D |
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| December 2, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 1, 2021 Group 1 Automotive, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-13461 76-0506313 (State or Other Jurisdiction of Incorporation) (Commission |
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| December 2, 2021 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Group 1 Automotive to Present at the Stephens Annual Investment Conference 2021 HOUSTON, TEXAS ? December 1, 2021 ? Group 1 Automotive, Inc. (NYSE: GPI), ("Group 1" or the "Company"), an international, Fortune 500 automotive retailer with 218 dealerships located in the U.S., U.K., and Brazil, today announced that senior management will present at the Stephens Ann |
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| November 23, 2021 |
Group 1 Automotive Announces Closing on Prime Automotive Group Dealerships Exhibit 99.1 FOR IMMEDIATE RELEASE Group 1 Automotive Announces Closing on Prime Automotive Group Dealerships Increases Dividend & Share Repurchase Authorization HOUSTON, November 17, 2021?Group 1 Automotive, Inc. (NYSE: GPI), (?Group 1? or the ?Company?), an international, Fortune 500 automotive retailer with 217 dealerships located in the U.S., U.K., and Brazil, today announced an update on the |
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| November 23, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 17, 2021 Group 1 Automotive, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 1-13461 76-0506313 (State or Other Jurisdiction of Incorporation) (Commissio |
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| November 15, 2021 |
Exhibit 2.1 SHARE PURCHASE AGREEMENT ENTERED INTO BY AND BETWEEN GPI SA, LLC, as Seller, ORIGINAL HOLDING S.A., as Buyer and UAB MOTORS PARTICIPA??ES LTDA. as Intervening Party, DATED NOVEMBER 12, 2021. 1 SHARE PURCHASE AGREEMENT By this private instrument: I. as Seller: GPI SA, LLC, a company duly organized and existing under the laws of Delaware, United States of America, headquartered at 800 Ge |
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| November 15, 2021 |
Group 1 Automotive Announces Sale of Brazil Operations Exhibit 99.1 Group 1 Automotive Announces Sale of Brazil Operations - Company Anticipates Receiving BRL 510 Million in (Gross) Sales Proceeds HOUSTON, Nov. 12, 2021 /PRNewswire/ ? Group 1 Automotive, Inc. (NYSE: GPI), (?Group 1? or the ?Company?), an international, Fortune 500 automotive retailer with 190 dealerships located in the U.S., U.K., and Brazil today announced that its wholly-owned subsi |
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| November 15, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 12, 2021 Group 1 Automotive, Inc. (Exact name of registrant as specified in its charter) Delaware 1-13461 76-0506313 (State or other jurisdiction of incorporation) (Commission |
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| November 4, 2021 |
PURCHASE AGREEMENT by and among GROUP 1 AUTOMOTIVE, INC., GPB PORTFOLIO AUTOMOTIVE, LLC, CAPSTONE AUTOMOTIVE GROUP, LLC, CAPSTONE AUTOMOTIVE GROUP II, LLC, AUTOMILE PARENT HOLDINGS, LLC, AUTOMILE TY HOLDINGS, LLC and PRIME REAL ESTATE HOLDINGS, LLC Dated as of September 12, 2021 TABLE OF CONTENTS Page Article I Definitions; Interpretation SECTION 1.01. Definitions 1 SECTION 1.02. Other Defined Ter |
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| November 4, 2021 |
WELLS FARGO BANK, NATIONAL ASSOCIATION 1525 West W.T. Harris Blvd Charlotte, NC 28262 WELLS FARGO BANK, NATIONAL ASSOCIATION 1525 West W.T. Harris Blvd Charlotte, NC 28262 CONFIDENTIAL September 12, 2021 Group 1 Automotive, Inc. 800 Gessner, Suite 500 Houston, TX 77024 Attention: Mr. Daniel McHenry Re: Project Rare Commitment Letter $250.0 Million Senior Unsecured Credit Facility Ladies and Gentlemen: You have advised Wells Fargo Bank, National Association (?Wells Fargo Bank? or th |
