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Stocks in this article: GPI

HOUSTON, May 7, 2014 /PRNewswire/ --  Group 1 Automotive, Inc.  (NYSE: GPI) (the "Company"), an international, Fortune 500 automotive retailer, today announced that it has commenced a tender offer to purchase for cash any and all of its outstanding 3.00% Convertible Senior Notes due 2020 (CUSIP No. 398905AG4) (the "Notes"). The tender offer (the "Offer") is being made upon the terms and subject to the conditions set forth in the Company's Offer to Purchase, dated May 7, 2014, and the related Letter of Transmittal. The Offer will expire at 12:00 midnight, New York City time, on Tuesday, June 24, 2014, unless it is extended or earlier terminated by the Company (as may be extended by the Company, the "Expiration Date"). As of the date hereof, there is $115,000,000 aggregate principal amount of Notes outstanding.

Upon the terms and subject to the conditions of the Offer, holders of Notes who validly tender and do not validly withdraw their Notes prior to 12:00 midnight, New York City time, on the Expiration Date, will receive, for each $1,000 principal amount of such Notes accepted for purchase, a cash purchase price equal to the sum of (i) the Average Volume Weighted Average Price ("VWAP") (as defined below) multiplied by 26.4021 plus (ii) a fixed cash amount of $169.00, provided that in no event will the Purchase Price be less than $1,621.12 or more than $2,545.19 per $1,000 principal amount of such Notes. In addition, holders will receive, in respect of their Notes that are accepted for purchase, accrued and unpaid interest on such Notes to, but excluding, the settlement date of the Offer.

"Average VWAP" is the simple arithmetic average of the "Daily VWAP" over the "Averaging Period." The "Averaging Period" means the period of 32 consecutive trading days beginning on May 9, 2014 and ending on the Expiration Date. For the avoidance of doubt, if up to three scheduled trading days during the period beginning on May 9, 2014 are not trading days, the Company will extend the Expiration Date by a number of scheduled trading days that equals the number of scheduled trading days that were not trading days. The Daily VWAP for any trading day means the per share volume-weighted average price of the Company's common stock on the New York Stock Exchange, as displayed under the heading "Bloomberg VWAP" on Bloomberg page "GPI.N <equity> AQR" (or its equivalent successor if such page is not available), in respect of the period from scheduled open of trading until the scheduled close of trading of the primary trading session of the New York Stock Exchange on such trading day. The Daily VWAP will be determined without regard to after-hours trading or any other trading outside of the regular trading session trading hours.

The Company will determine the final purchase price promptly after the close of trading on the New York Stock Exchange on June 24, 2014 and announce the final purchase price no later than 4:30 p.m., New York City time, on that day. The final purchase price will also be available by that time at  and from the information agent for the Offer. Prior to the determination of the final purchase price, an indicative purchase price will be available at that same web address and from the information agent for the Offer.

The terms and conditions of the Offer appear in the Offer to Purchase and the Letter of Transmittal, both of which will be distributed to holders of the Notes. The Offer is not subject to any minimum tender condition. However, the Offer is subject to certain other conditions, including a financing condition, as more fully described in the Offer to Purchase. The Company expressly reserves the right to waive these conditions in whole or in part at any or at various times in its sole discretion.

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