8-K

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 24, 2013

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)	(Commission File Number)	(I.R.S. Employer Identification No.)

800 Gessner, Suite 500

Houston, Texas 77024

(Address of principal executive offices) (Zip code)

(713) 647-5700

(Registrant’s telephone number including area code)

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 40.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure.

On January 24, 2013, Group 1 Automotive, Inc. issued a press release announcing that it has entered into a definitive agreement to purchase 100 percent of the outstanding shares of UAB Motors Participações S.A., one of Brazil’s largest automotive retailers, for approximately $47.4 million cash and 1.45 million shares of Group 1 common stock and the assumption of approximately $62 million of net non-floorplan debt. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Attached hereto as Exhibit 99.2, which is incorporated herein by reference, is a copy of presentation slides regarding the proposed acquisition for a January 25, 2013 conference call by Group 1’s senior management.

The information furnished in Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed “filed” with the SEC and will not be incorporated by reference into any registration statement filed under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.

Item 9.01. Financial Statements and Exhibits.

99.1	Press Release of Group 1 Automotive, Inc., dated as of January 24, 2013
99.2	Slides presented by senior management of Group 1 regarding the proposed acquisition of UAB Motors Participações S.A.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Group 1 Automotive, Inc.
January 24, 2013	By:	/s/ Darryl M. Burman
Date		Vice President

INDEX TO EXHIBITS

Exhibit No	Description
99.1	Press Release of Group 1 Automotive, Inc., dated as of January 24, 2013
99.2	Slides presented by senior management of Group 1 regarding the proposed acquisition of UAB Motors Participações S.A.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Group 1 Automotive Enters Agreement To Acquire Dealer Group In Brazil; Conference Call Scheduled On January 25 At 10:00 a.m. ET

HOUSTON, Jan. 24, 2013 — Group 1 Automotive, Inc. (NYSE: GPI), a Fortune 500 automotive retailer, today announced that it has entered into a definitive agreement to purchase 100 percent of the outstanding shares of UAB Motors Participacoes S.A., one of Brazil’s largest automotive retailers, for approximately $47.4 million cash, 1.45 million shares of Group 1 common stock and the assumption of approximately $62 million of net non-floorplan debt. Upon closing, Group 1 will assume ownership of 100 percent interest in 18 dealerships – two Toyota, four Nissan, two BMW, two BMW/MINI, three Renault, three Peugeot, one Land Rover and one Land Rover/Jaguar. The dealerships, that include 21 franchises representing eight major brands in the Sao Paulo market and key metropolitan markets in the neighboring state of Parana, are expected to generate approximately $650 million in estimated annual revenues.

Group 1 expects the pending transaction to be modestly accretive, approximately $0.03 to $0.05, to earnings per diluted common share in 2013 excluding any associated deal costs. The acquisition is targeted to close on or about Feb. 28, 2013, and is subject to customary closing conditions, including approval from various manufacturers.

Group 1 anticipates that it will report pretax deal costs associated with this acquisition of approximately $1.5 million in its fourth-quarter 2012 results.

Based in Sao Paulo, Brazil, UAB’s operations include 18 dealerships with 21 franchises, as well as five collision centers, located in the Sao Paulo metro market and the adjacent state of Parana. The franchises include current Group 1 brands Toyota, Nissan, BMW and MINI, and will add four new brands – Renault, Peugeot, Land Rover and Jaguar – to Group 1’s portfolio. In Brazil, UAB is one of the largest sellers of Nissan and Peugeot vehicles and is a top five retailer of BMW, MINI and Land Rover vehicles. The business will continue to be operated by the current management team, with UAB’s chairman, Lincoln da Cunha Pereira Filho, reporting directly to Earl J. Hesterberg, Group 1’s president and chief executive officer. As part of the transaction, Group 1 will appoint Pereira to its board of directors, expanding its membership to eight.

Brazil is the fourth largest new vehicle market in the world, with annual sales of 3.8 million units in 2012. Brazil also has one of the lowest vehicle-to-population ratios among the developing markets, providing a strong foundation for future growth in the market.

“Group 1 is delighted by the opportunity of expanding into Brazil, a fast-growing automotive market, by adding these great brands and the successful UAB operating team to our company,” said Earl J. Hesterberg, Group 1’s president and chief executive officer. “To enter one of the largest auto markets in the world with a well-established retail infrastructure and management team provides Group 1 and our shareholders with an incredible growth opportunity. We are also excited to further expand our relationships with some of our key manufacturer partners to the Brazilian market. As this market continues to evolve, we are confident that we can add value in the area of used vehicles, parts, service and the overall application of technology and processes.”

Barclays acted as the exclusive advisor to Group 1 on this transaction. Jones Day and Mattos Filho acted as legal counsel to Group 1 on this transaction.

Conference Call

Group 1’s senior management will host a conference call on Friday, Jan. 25, at 10:00 a.m. ET to discuss the pending acquisition transaction.

The conference call will be simulcast live on the Internet at www.group1auto.com, then click on ‘Investor Relations’ and then ‘Events’ or through this link: http://www.group1corp.com/news/events.aspx. A replay will be available for seven days. A slide presentation will also be posted to the Events page prior to the call.

Group 1 Automotive, Inc.

The conference call will also be available live by dialing in 10 minutes prior to the start of the call at:

Domestic: 1.877.317.6789

International: 1.412.317.6789

Conference ID: 10023894

A telephonic replay will be available following the call through Feb. 4 at 9 a.m. ET by dialing:

Domestic: 1.877.344.7529

International: 1.412.317.0088

Conference ID: 10023894

About Group 1 Automotive, Inc.

Group 1 owns and operates 121 automotive dealerships, 157 franchises, and 31 collision centers in the United States and the United Kingdom that offer 31 brands of automobiles. Through its dealerships, the company sells new and used cars and light trucks; arranges related vehicle financing, service and insurance contracts; provides automotive maintenance and repair services; and sells vehicle parts.

Group 1 Automotive can be reached on the Internet at www.group1auto.com.

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, which are statements related to future, not past, events and are based on our current expectations and assumptions regarding our business, the economy and other future conditions. In this context, the forward-looking statements often include statements regarding our goals, plans, projections and guidance regarding our financial position, results of operations, market position, pending and potential future acquisitions and business strategy, and often contain words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “should,” “foresee,” “may” or “will” and similar expressions. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate. Any such forward-looking statements are not assurances of future performance and involve risks and uncertainties that may cause actual results to differ materially from those set forth in the statements. These risks and uncertainties include, among other things, (a) general economic and business conditions, (b) the level of manufacturer incentives, (c) the future regulatory environment, (d) our ability to obtain an inventory of desirable new and used vehicles, (e) our relationship with our automobile manufacturers and the willingness of manufacturers to approve future acquisitions, (f) our cost of financing and the availability of credit for consumers, (g) our ability to complete acquisitions and dispositions and the risks associated therewith, (h) foreign exchange controls and currency fluctuations, and (i) our ability to retain key personnel. For additional information regarding known material factors that could cause our actual results to differ from our projected results, please see our filings with the SEC, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.

SOURCE: Group 1 Automotive, Inc.

Investor Contacts:

Kim Paper Canning

Manager, Investor Relations

Group 1 Automotive, Inc.

713-647-5741 | kpaper@group1auto.com

Media Contacts:

Pete DeLongchamps

Group 1 Automotive, Inc.

V.P. Financial Services and Manufacturer Relations

Group 1 Automotive, Inc.

713-647-5770 | pdelongchamps@group1auto.com

or

Clint Woods

Pierpont Communications, Inc.

713-627-2223 | cwoods@piercom.com

EX-99.2

‘VALUE DRIVEN’

UAB Motors Pending Acquisition

Brazil

January 25, 2013

Exhibit 99.2

Copyright ©

2012 Group 1 Automotive, Inc. All rights reserved.

2

This presentation contains "forward-looking statements" 

within the meaning of the Private Securities Litigation

Reform Act of 1995, which are statements related to future,

not past, events and are based on our current expectations

and assumptions regarding our business, the economy and

other future conditions. While management believes that

these forward-looking statements are reasonable as and

when made, there can be no assurance that future

developments affecting us will be those that we anticipate.

In this context, the forward-looking statements often include

statements regarding our goals, plans, projections and

guidance regarding our financial position, results of

operations,

market

position,

pending

and

potential

future

acquisitions

and

business

strategy,

and

often

contain

words

such

as

“expects,”

“anticipates,”

“intends,”

“plans,”

“believes,”

“seeks,”

“should,”

“foresee,”

“may”

or

“will”

and

similar

expressions.

Any

such

forward-looking

statements

are

not

assurances

of

future

performance

and

involve

risks

and

uncertainties that may cause actual results to differ materially

from those set forth in the statements. These risks and

uncertainties include, among other things, (a) general economic and business conditions, (b) the level of manufacturer

incentives, (c) the future regulatory environment, (d) our ability to obtain an inventory of desirable new and used vehicles,

(e) our relationship with our automobile manufacturers and the willingness of manufacturers to approve future acquisitions,

(f) our cost of financing and the availability of credit for consumers, (g) our ability to complete acquisitions and dispositions

and the risks associated therewith, (h) foreign exchange controls and currency fluctuations, and (i) our ability to retain key

personnel. For additional information regarding known material factors that could cause our actual results to differ from our

projected results, please see our filings with SEC, including our Annual Report on Form 10-K, Quarterly Reports on Form

10-Q and Current Reports on Form 8-K. Readers are cautioned not to place undue reliance on forward-looking statements,

which speak only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking

statements after the date they are made, whether as a result of new information, future events or otherwise.

Safe Harbor

BMW Londrina

Peugeot Sao Bernardo do Campo

Group

1

Automotive,

Inc.

Table of Contents

I.

Transaction Overview

II.

Brazil Overview

III.

UAB Overview

IV.

Summary

V.

Appendix

Transaction Overview

UAB –

Pending Acquisition Detail

UAB Motors Participações S.A.

Acquiring

18

dealerships

/

21

franchises

and

5

collision

centers

in

Brazil with estimated annual revenues of

US$650 million

–

No property purchases

•

Sale / Leaseback environment

Consideration includes US$47.4 million cash / 1.45 million shares of

GPI common stock and the assumption of ~US$62 million of net non-

floorplan debt

–

Common stock priced at US$60.77 per share

•

Lockup period: 1/3 available annually first 3 years

–

Group 1 intends to use cash on hand to fund the cash consideration

and to payoff the assumed debt

Anticipate acquisition being accretive from day 1

–

FY2013 ~US$0.03 to US$0.05 EPCS

5

Group

1

Automotive,

Inc.

Why Brazil?

4th Largest new vehicle sales market

–

9.1% 5-year CAGR (2007-2012)

Vehicles-per-population is one of the lowest in developed

markets

Highly fragmented, little consolidation

–

Top 15 auto dealers represent ~19% of the total market

Numerous acquisition opportunities

Positive economic outlook /

significant growth potential

Source: ANFAVEA

Group

1

Automotive,

Inc.

Nissan Parque

6

Brazil Overview

8

Brazil –

Overview

Number of States: 27

Country Dimension: 5.3 million sq mi

7th Largest economy

–

2011 GDP: US$2.3 trillion

–

Real GDP Growth

•

2011: 2.7%

•

2012E: 0.9%

–

5-year projected CAGR: 4.1%

5th Largest population

–

July 2012 Estimate:199 million

–

2012 Estimated Growth: 0.86%

–

2030 Estimated: 220 million

4th Largest auto market 

–

2012 Units sold: 3.8 million

•

5-year CAGR: 9.1%

–

2013E

Unit

growth:

3.5%

–

4.5%

Source: CIA World Factbook, ANFAVEA, and the U.N. Population Fund

Group

1

Automotive,

Inc.

Brasilia

Sao Paulo

Rio de Janeiro

9

Why Brazil?  Future GROWTH!

Brazil new vehicle market growing quickly

–

Industry sales have grown at a 9.1% CAGR since 2007 and

are estimated to increase ~30% over the next five years

–

Expect new vehicle unit sales of 3.95 million in 2013

•

Up ~9% from 2011

–

Market growth is over-weighted toward non-Big Four brands

in Brazil

GDP growth likely to outperform U.S. over next five years

–

5-year CAGR:

•

United States: 2.4%

•

Brazil: 4.1%

Source:  ANFAVEA, Roland Berger Strategy Consultants, and the IMF

1.   Big Four brands include Chevrolet, Fiat, Ford, and VW

(1)

Group

1

Automotive,

Inc.

10

Brazil –

New Vehicle Unit Sales

Source: ANFAVEA (1957 –

2012) and IHS (2014-2020)

Group

1

Automotive,

Inc.

0.0

1.0

2.0

3.0

4.0

5.0

6.0

New Vehicle Unit Sales

1990: Opening of the

Brazilian market to

free trade

Unit Sales (millions)

Main Players

1950 –

1980

11

Brazil –

Auto Industry Dynamics

Source:  J.D. Power

1.   Others includes BMW and Land Rover brands

UAB brands expected to gain 6.7% from 2005-2017 at the expense of the Big Four brands

25.2%

21.9%

22.2%

12.4%

3.3%

5.0%

0.3%

3.5%

3.8%

1.5%

0.9%

23.0%

21.3%

19.6%

9.8%

5.8%

5.2%

5.0%

3.9%

2.9%

1.4%

0.4%

1.7%

20.2%

19.2%

15.4%

9.4%

8.1%

6.3%

5.9%

3.7%

4.0%

2.0%

2.1%

3.6%

0%

5%

10%

15%

20%

25%

30%

Fiat

VW

GM

Ford

Renault

Peugeot

Hyundai

Honda

Toyota

Mitsubishi

Chery

Others

Market Share

2005

2010

2017E

Market Share Evolution

UAB brands

(1)

N/A

Group

1

Automotive,

Inc.

12

Overview of Recent IPI Modifications

Source: ANFAVEA and news articles

Going forward, IPI provides incentives to produce cars in Brazil, which represents a competitive advantage for auto retailers who

have the relationships to sell locally-produced brands

UAB’s major brands either operate or plan to operate local production facilities

–

Nissan

–

Renault

early 2013

–

Peugeot

–

Toyota

–

BMW

/

MINI

IPI: National single-stage VAT-type tax levied on the manufacture of goods in Brazil and the import of goods

•

The reduction in

the IPI tax was

announced and

originally

expected to end

by August 2012

•

In August, sales

reached record high

volumes as

consumers were

afraid that the

incentive would not

be extended

•

Reductions were

extended to

October 31, 2012

Recent IPI News

•

The IPI tax on imported

cars was raised by 30

percentage points

across all categories of

vehicles produced

outside of Brazil,

Mercosul, and Mexico

to protect the local

industry

•

President Dilma

announced that the

reduction in the IPI

tax will be extended

to December 31,

2012

•

After the

second

extension,

ANFAVEA

expects total

sales of 3.67m

light vehicles

in 2012, 6%

higher YoY

2012

May

August

January

October

December

•

12/31/2012: Govt

announced a plan

to gradually

increase the IPI

tax (terminate the

reductions) back

to pre-reduction

levels, by July

2013

December

Group

1

Automotive,

Inc.

IPI Legacy and Consequences

:

Opening

light

vehicle

manufacturing

plant

in

Resende,

RJ

in

2014

:

Operates

automobile

manufacturing

plant

in

Porto

Real,

RJ

: Opened automobile manufacturing plant in Sorocaba, SP in 2H 2012

: Operates

automobile

manufacturing

plant

in

Curitiba;

expanding

plant

capacity

by

100,000

vehicles

/

year

by

: Opening automobile manufacturing plant in Joinville, SC in 2014

13

Group

1

Automotive,

Inc.

Brazil –

Household Evolution

Source:  Roland Berger / Automotive Market Outlook

Potentially 10 million new customers by 2015

7.0

10.7

22.5

32.1

0.0

10.0

20.0

30.0

40.0

2001

2005

2010

2015E

(Households in millions)

Households with Spending Power > EUR 11,000 per year

Total

Households

45.5

52.9

57.3

64.6

14

Brazil –

Future Consolidation

Source: ANFAVEA

1.   Others include Honda, Iveco, Nissan, Volvo, and Agrate

The auto dealerships market is experiencing a

transformation, in which monetized players are

well-positioned for market consolidation

Alternatively, many smaller groups are

considering a potential sale due to the

following:

–

Lack of interest to fund and monetize the

business in order to adhere to OEM

standards

–

Attractive valuations

–

Accelerating consolidation movement

and size considerations in a sector that

will be dominated by larger dealership

groups

–

Opportunity for  and willingness of OEMs

to rationalize the dealership base

The groups are characterized by geographic

concentrations

–

Very few can be considered to have a

national presence

–

Main players have associated

themselves with auto assemblers as

“exclusive distributors”

Group

1

Automotive,

Inc.

Market Commentary

# Dealerships: 3,264

Fiat

14%

Ford

11%

VW

11%

Others

23%

Renault

5%

Mitsubishi

5%

Toyota

Mercedes-Benz

5%

GM

10%

Hyundai

5%

Peugeot / Citroen

8%

Dealership Breakdown by OEM (2011)

(1)

Top 15

19%

Remaining

81%

Number of Dealerships in Hands of Leading Groups (2010)

3%

15

Group

1

Automotive,

Inc.

Brazil Economic Outlook

Source: ANFAVEA and CIA World Factbook

World GDP

$1,345

$1,990

$5,862

$0

$3,000

$6,000

$9,000

2000

2010

2030

(US$ in billions)

Brazil GDP Evolution

20

38

145

250

262

802

22

43

152

276

289

797

0

300

600

900

India

China

Brazil

Mexico

Russia

U.S.

2009

2010

Vehicle Ownership in Brazil

USA

19%

China

14%

Japan

6%

Others

45%

Germany

4%

India

6%

Russia

3%

Brazil

3%

China

30%

USA

21%

India

7%

Japan

6%

Russia

5%

Germany

4%

Others

21%

Brazil

6%

(Cars per 1,000 Inhabitants)

World Ranking

#9

#8

#4

2030

2011

16

Group

1

Automotive,

Inc.

Brazil vs. U.S. Market Comparison

Smaller dealership facilities

–

Urban locations common

–

Less outdoor display for new and used vehicles

Finance & Insurance is lower

–

DMV registration process prevents same-day deliveries

Lower overall investment in facilities

–

Typically leased, shorter terms common

More volatility in sales rate based on government tax incentives

Less sophisticated reporting and management processes

Used

vehicles

have

seller

warranty

by

law

–

restricts

type

and

quality

of

used

vehicles

sold

by

franchised dealers

Training and process support

Extended warranties and certified pre-owned not common, but increasing

Leverage GPI’s proprietary and effective reporting systems to drive operational efficiencies

Expanded balance sheet to carry more used car inventory

Key Market Differences…

…Create Opportunities for Group 1

UAB Overview

18

Group

1

Automotive,

Inc.

UAB Overview

Founded in 1999

Strong, well-respected management team took control

in 2005

Management active on dealer councils for all key

brands in portfolio

18

Dealerships

/

21

Franchises

–

aligned

with

brands

that are expected to grow market share in Brazil

–

4 BMW; 2 MINI; 2 Toyota; 3 Renault; 4 Nissan; 3 Peugeot; 2 Land

Rover; 1 Jaguar

–

5 Collision Centers

Estimated FY2012 new vehicle unit sales ~16,500

No significant capital expenditures required

–

Major facility improvement program executed during last two years

UAB Market Overview

Sao Paulo

Parana

Sao Paulo Locations

Sao Paulo

Sao Jose dos Campos

Santo Andre

Sao Caetano do Sul

Sao Bernardo do Campo

Parana Locations

Curitiba

Londrina

Cascavel

Located in 2 of the 3 largest sales markets in

Brazil

–

In major cities in the states of Sao Paulo and Parana

Group 1 Automotive, Inc.

19

20

Group

1

Automotive,

Inc.

UAB Dealerships

BMW Cascavel

Land Rover Curitiba

MINI Londrina

Nissan Parque

Renault Joso Dias

Toyota Tatuape

21

Group

1

Automotive,

Inc.

Attractive Brand Mix

Source:  ANFAVEA and UAB

UAB brands are well-positioned for growth

–

One of the largest dealer groups in

Nissan and Peugeot

–

Top-5 dealer group in BMW, MINI and

Land Rover

–

Top-10 dealer group in Toyota and

Renault

34%

4%

30%

7%

17%

3%

10%

3%

5%

1%

4%

82%

0%

20%

40%

60%

80%

100%

UAB

Industry

% Mix

Nissan

Renault

Peugeot

Toyota

BMW / MINI

Other

UAB vs. Industry New Vehicle Unit Sales 2012E

Renault

18%

Nissan

28%

Peugeot

10%

Land Rover

15%

Toyota

14%

BMW / MINI

15%

New Vehicle Brand Mix (2012E Revenues)

22

Group

1

Automotive,

Inc.

Business Mix Comparison

Source: UAB

57%

22%

28%

14%

12%

3%

23%

41%

0%

20%

40%

60%

80%

100%

Revenues

Gross Profit

% Mix

New Vehicles

Used Vehicles

Parts & Service

F&I

Group 1 Auto (YTD 9/30/2012)

UAB (2012E)

15% of Revenues

Generate 64% of

Gross Profit

72%

52%

17%

8%

10%

9%

31%

1%

0%

20%

40%

60%

80%

100%

Revenues

Gross Profit

% Mix

New Vehicles

Used Vehicles

Parts & Service

F&I

11% of Revenues

Generate 40% of

Gross Profit

23

Pro Forma Business Mix

Source: UAB

Note: Analysis assumes 11/1/2012 Brazilian Central Bank closing exchange rate of 1.00 USD = 2.0312 BRL

1. Group 1 data is LTM 09/30/2012 and UAB data is FY2012E

Revenue by Segment

(1)

New Vehicle Revenue by Brand

(1)

Group 1

Pro Forma

UAB

Group 1

Pro Forma

UAB

=

=

+

+

New Vehicle Sales

57%

Used Vehicle Sales

28%

Parts & Services

12%

Finance & Insurance

3%

New Vehicle Sales

72%

Used Vehicle Sales

17%

Parts & Services

10%

Finance & Insurance

1%

New Vehicle Sales

58%

Used Vehicle Sales

27%

Parts & Services

12%

Finance & Insurance

3%

Toyota / Scion / Lexus

29%

BMW / MINI

14%

Other

48%

Nissan / Infiniti

9%

Toyota / Scion / Lexus

26%

BMW / MINI

15%

Other

48%

Nissan / Infiniti

11%

Nissan / Infiniti

28%

BMW / MINI

15%

Toyota / Scion / Lexus

14%

Other

43%

Group

1

Automotive,

Inc.

Summary

25

What GPI Brings To The Table

Capital and floorplan capacity

Used vehicle retail sales expertise

Parts & service efficiencies

Improved finance & insurance processes

Advanced technologies

Shared best practices

Sales and service training

Management team with international experience

Group

1

Automotive,

Inc.

26

Group

1

Automotive,

Inc.

Acquisition Timing

January 25, 2013

–

Form 8-k filed

–

Slide deck posted to website

–

Conference call held

January –

February 2013

–

Manufacturer approvals obtained

Targeted deal closing on February 28, 2013

January 24, 2013

–

Press release issued

27

Group

1

Automotive,

Inc.

Conclusion

Significant growth opportunities

Best-in-class dealership group in the market

Highly successful local management team will

continue to run business

Gives GPI established growth platform

Capital, systems expertise, manufacturer relations

support from GPI should help drive growth and

operational efficiencies

Deal should be accretive from day 1

–

FY2013 ~US$0.03 to US$0.05 EPCS

Expect continued organic growth and

expansion in U.S., U.K. and Brazil

Visit:

www.Group1Auto.com

CORE VALUES

Integrity

–

we conduct ourselves with the highest level of ethics both personally and

professionally when we sell to and perform service for our customers without

compromising our honesty

Transparency

–

we promote open and honest communication between each other and

our customers

Professionalism

–

we set our standards high so that we can exceed expectations and

strive for perfection in everything we do

Teamwork

–

we put the interest of the group first, before our individual interests, as we

know that success only comes when we work together

Appendix

30

Group

1

Automotive,

Inc.

Operating Management Team -

Corporate

Earl J. Hesterberg – President and Chief Executive Officer and Director

(April 2005) 

35+ Years Industry Experience

Manufacturer and Automotive Retailing Experience: Ford Motor Company; Ford of Europe; Gulf States Toyota; Nissan Motor

Corporation in U.S.A.; Nissan Europe 

John C. Rickel – Senior Vice President and Chief Financial Officer

(December 2005) 

25+ Years Industry Experience

Manufacturer and Automotive Retailing Experience: Ford Motor Company; Ford Europe

Darryl M. Burman – Vice President and General Counsel

(December 2006) 

20+ Years Industry Experience

Automotive-related Experience: Mergers and Acquisitions; Corporate Finance; Employment and Securities Law – Epstein Becker

Green Wickliff & Hall, P.C.; Fant & Burman, L.L.P.

Peter C. DeLongchamps – Vice President, Financial Services and Manufacturer Relations

(January 2006) 

30+ Years Industry Experience

Manufacturer and Automotive Retailing Experience: General Motors Corporation; BMW of North America; Advantage BMW in

Houston

Wade D. Hubbard – Vice President, Fixed Operations

(May 2006) 

35 Years Industry Experience

Automotive Industry Experience: Gulf States Toyota; BMW North America; DaimlerChrysler Corp./Mercedes-Benz; Nissan Motor

Corporation USA; Ford Motor Company

Mark Iuppenlatz – Vice President, Corporate Development

(January 2010) 

15 Years Industry Experience

Automotive-related Experience: Corporate and Real Estate Development; Construction -Sonic Automotive; REIT

J. Brooks O’Hara – Vice President, Human Resources

(February 2000) 

30+ Years Industry Experience

Automotive Industry Experience: Gulf States Toyota

31

Group

1

Automotive,

Inc.

Operating Management Team -

Field

Frank Grese Jr. –

Regional Vice President, West Region

(January 2006)

–

35+ Years Industry Experience

–

Manufacturer and Automotive Retailing Experience: Ford Motor Company; Nissan Motor Corporation in U.S.A.; AutoNation; Van Tuyl

Daryl Kenningham –

Regional Vice President, East Region

(July 2011)

–

20+ Years Industry Experience

–

Manufacturer and Automotive Retailing Experience: Gulf States Toyota; Nissan Motor Corporation; Ascent Automotive

Ian Twinley –

Vice President, U.K. Operations

–

30+ Years Industry Experience

–

Manufacturer and Automotive Retailing Experience: John Grose Group; Ford Motor Company

Lincoln da Cunha Pereira –

Regional Vice President, Brazil

–

See next slide

32

Group

1

Automotive,

Inc.

UAB / Operations

Lincoln

da

Cunha

Pereira,

52.

Chairman

of

UAB’s

board

of

directors

since

October

2007

and

legal

representative

of

a public auto group from 1999 to 2005. He incorporated Atrium Telecomunicações in 1999, and entered into an

association agreement with JP Morgan Partners, GE Equity and Advent International funds, which was acquired by

Grupo Telefônica in December 2004. He began his activities at Cunha Pereira Advogados, where since 1995 he

specialized

in

the

management

and

administration

of

athletes’

and

race

car

drivers’

careers.

He

previously

worked

for

Opportunity Asset Management and was the managing director responsible in Brazil for Barclays de Zoete Wedd, the

international investment bank of Barclays Group, and has worked for over 10 years at Midland Bank Group (currently

HSBC) in different areas, as well as at Banco Bamerindus do Brazil. He is currently the vice-president of the Trade

Association of São Paulo (Associação Comercial de São Paulo). He has a Law degree from the Faculdade de Direito

do Largo de São Francisco, USP.