Blog: GROUP 1 AUTOMOTIVE INC : Completion of Acquisition or Disposition of Assets, Regulation FD Disclosure, Other Events, Financial Statements and Exhibits (form 8-K) – marketscreener.com

Item 2.01 Completion of Acquisition or Disposition of Assets.

As previously disclosed on September 13, 2021, Group 1 Automotive, Inc. (the
“Company”) entered into a purchase agreement (the “Purchase Agreement”) with 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 (together with their respective subsidiaries,
the “Selling Entities”), pursuant to which the Company agreed to purchase
substantially all of the assets related to the Prime Automotive Group car
dealership business, including, but not limited to, real property (including
certain equity of entities owning real property), vehicles, parts and
accessories, goodwill, permits, intellectual property and substantially all
contracts relating to the business of the Selling Entities. On November 17,
2021, the Company completed the purchase of certain real estate, three collision
centers, and 27 Prime Automotive Group dealerships now operating under the names
of: Ira Acura Westwood, Audi Westwood, BMW of Norwood, BMW South Shore, Ira
Chrysler Dodge Jeep Ram, World Chrysler Dodge Jeep Ram, Ira Ford Saco, Ira Ford
Auburn, Ira Buick GMC – Hanover, Staten Island Buick GMC, Rockville Centre GMC,
Ira Honda, Ira Honda – Saco, Ira Honda 128, Land Rover Hanover, Ira Mazda,
Mercedes-Benz of Westwood, Mercedes-Benz of Scarborough, Mercedes-Benz of
Hanover, Mercedes-Benz of Manchester, South Shore MINI, Porsche Westwood, Bill
Kolb, Jr. Subaru, World Subaru, Ira Volvo Cars South Shore, Volkswagen Norwood
and Volkswagen Saco (the “Initial Acquisition”). On November 18, 2021, the
Company completed the purchase of a 28th Prime Automotive Group dealership, Ira
Toyota Saco. The aggregate consideration for all of the 28 dealership purchases
was approximately $828.4 million, which amount is subject to customary
post-close adjustments. In summary, of the 30 dealerships originally announced,
the Company closed on 28 dealerships. One additional dealership was contracted
by Prime Auto Group to be sold to a third party with the consent of the Company,
and to date, one additional dealership has not received approval for transfer.

The foregoing description of the Purchase Agreement is a summary only and is
qualified in its entirety by reference to the complete text of the Purchase
Agreement, which was previously filed as Exhibit 2.1 to the Company’s Quarterly
Report on Form 10-Q for the quarter ended September 30, 2021 filed on
November 4, 2021 and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On November 17, 2021, the Company issued a press release announcing the closing
of the Initial Acquisition. A copy of the press release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.

As provided in General Instruction B.2 of Form 8-K, the information in the press
release attached as Exhibit 99.1 and incorporated by reference in this Item 7.01
shall not be deemed to be “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, nor shall such information be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, except as shall be expressly set forth by specific reference in such a
filing.

Item 8.01 Other Events.

Additionally, on November 17, 2021, the Company announced that its Board of
Directors increased the Company’s common stock share repurchase authorization by
$116.1 million to $200.0 million. Purchases may be made from time to time, based
on market conditions, legal requirements, and other corporate considerations, in
the open market or in privately negotiated transactions. The Company also
announced that its Board of Directors approved a cash dividend of $0.35 per
share for the third quarter of 2021, payable on December 15, 2021 to
stockholders of record on December 1, 2021.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

Financial statements of the acquired businesses are not included in this Form
8-K report. Such financial statements will be filed within 71 calendar days
after the date on which this Form 8-K report is required to be filed.

——————————————————————————–

(b) Pro Forma Financial Information.

Pro forma financial information relative to the acquired businesses are not
included in this Form 8-K report. Such pro forma financial information will be
filed within 71 calendar days after the date on which this Form 8-K report is
required to be filed.


(d) Exhibits



Exhibit
Number                                       Description

99.1           Press Release, dated November 17, 2021.

104          Cover Page Interactive Data File (embedded within the Inline XBRL document)

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