This Day On The Street
Continue to site right-arrow
ADVERTISEMENT
This account is pending registration confirmation. Please click on the link within the confirmation email previously sent you to complete registration.
Need a new registration confirmation email? Click here
Stocks Under $10 with 50-100% upside potential - 14 days FREE!

GROUP 1 AUTOMOTIVE ANNOUNCES COMMENCEMENT OF CASH TENDER OFFER FOR ANY AND ALL OF ITS 3.00% CONVERTIBLE SENIOR NOTES DUE 2020

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 http://www.gbsc-usa.com/GPI  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.

1 of 2

Select the service that is right for you!

COMPARE ALL SERVICES
Action Alerts PLUS
Try it NOW

Jim Cramer and Stephanie Link actively manage a real portfolio and reveal their money management tactics while giving advanced notice before every trade.

Product Features:
  • $2.5+ million portfolio
  • Large-cap and dividend focus
  • Intraday trade alerts from Cramer
  • Weekly roundups
TheStreet Quant Ratings
Try it NOW
Only $49.95/yr

Access the tool that DOMINATES the Russell 2000 and the S&P 500.

Product Features:
  • Buy, hold, or sell recommendations for over 4,300 stocks
  • Unlimited research reports on your favorite stocks
  • A custom stock screener
  • Upgrade/downgrade alerts
Stocks Under $10
Try it NOW

David Peltier, uncovers low dollar stocks with extraordinary upside potential that are flying under Wall Street's radar.

Product Features:
  • Model portfolio
  • Stocks trading below $10
  • Intraday trade alerts
  • Weekly roundups
Dividend Stock Advisor
Try it NOW

Jim Cramer's protege, David Peltier, identifies the best of breed dividend stocks that will pay a reliable AND significant income stream.

Product Features:
  • Diversified model portfolio of dividend stocks
  • Alerts when market news affect the portfolio
  • Bi-weekly updates with exact steps to take - BUY, HOLD, SELL
Real Money Pro
Try it NOW

All of Real Money, plus 15 more of Wall Street's sharpest minds delivering actionable trading ideas, a comprehensive look at the market, and fundamental and technical analysis.

Product Features:
  • Real Money + Doug Kass Plus 15 more Wall Street Pros
  • Intraday commentary & news
  • Ultra-actionable trading ideas
Options Profits
Try it NOW

Our options trading pros provide daily market commentary and over 100 monthly option trading ideas and strategies to help you become a well-seasoned trader.

Product Features:
  • 100+ monthly options trading ideas
  • Actionable options commentary & news
  • Real-time trading community
  • Options TV
To begin commenting right away, you can log in below using your Disqus, Facebook, Twitter, OpenID or Yahoo login credentials. Alternatively, you can post a comment as a "guest" just by entering an email address. Your use of the commenting tool is subject to multiple terms of service/use and privacy policies - see here for more details.
Submit an article to us!

Markets

DOW 17,804.80 +26.65 0.15%
S&P 500 2,070.65 +9.42 0.46%
NASDAQ 4,765.38 +16.9840 0.36%

Brokerage Partners

Rates from Bankrate.com

  • Mortgage
  • Credit Cards
  • Auto

Free Newsletters from TheStreet

My Subscriptions:

After the Bell

Before the Bell

Booyah! Newsletter

Midday Bell

TheStreet Top 10 Stories

Winners & Losers

Register for Newsletters
Top Rated Stocks Top Rated Funds Top Rated ETFs