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Group 1 Automotive, Inc. Announces Expiration And Final Results Of Cash Tender Offer For Any And All Of Its 3.00% Convertible Senior Notes Due 2020

Stocks in this article: GPI

HOUSTON, June 25, 2014 /PRNewswire/ -- Group 1 Automotive, Inc. (NYSE: GPI) (the "Company"), an international, Fortune 500 automotive retailer, today announced the expiration and final results of its previously announced tender offer (the "Offer") to purchase for cash any and all of its outstanding 3.00% Convertible Senior Notes due 2020 (CUSIP No. 398905AG4) (the "Notes").  The Offer expired at 12:00 midnight, New York City time, at the end of Tuesday, June 24, 2014.

As of the expiration of the Offer, $92,450,000 aggregate principal amount of Notes, representing approximately 80.4% of the outstanding Notes, were validly tendered and not validly withdrawn.  The Company has accepted for purchase all Notes that were validly tendered and not validly withdrawn.

As previously announced by the Company, the final purchase price per $1,000 aggregate principal amount of Notes is $2,275.36.  The Company expects to settle the Offer today and pay an aggregate of approximately $211.6 million (including accrued but unpaid interest and dealer manager fees) to purchase all of the Notes that were validly tendered and not validly withdrawn.  Immediately following the settlement of the Offer, $22,550,000 million principal amount of Notes will remain outstanding.

As the Company has purchased $92,450,000 million in aggregate principal amount of the Notes pursuant to the Offer, the special mandatory redemption provision under the Company's indenture governing its 5.000% Senior Notes due 2022 is no longer applicable.

The Company's purchase of $92,450,000 million aggregate principal amount of the Notes reduces the dilutive effect of the net shares issuable under the Notes on the weighted average diluted shares used when calculating the Company's earnings per share.  Please see the Company's updated dilution table, which gives effect to the Company's purchase of the Notes and which is available at www.group1corp.com/data.

In the Company's financial results for the second quarter of 2014, the Company expects to recognize a loss on retirement of the Notes, net of tax, of approximately $10$11 million.

Wells Fargo Securities, LLC acted as the dealer manager for the Offer. Global Bondholder Services Corporation acted as the depositary for the Offer and as the information agent for the Offer.

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