UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
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Introductory Note
As previously disclosed on September 13, 2021, Group 1 Automotive, Inc. (the “Company”) entered into a 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.
This Amendment No. 1 to the Current Report on Form 8-K filed by the Company on November 23, 2021 (the “Initial Form 8-K”) amends the Initial Form 8-K to include the financial statements required by Item 9.01(a) and the pro forma financial information required by Item 9.01(b). Except as provided herein, the disclosures made in the Initial Form 8-K remain unchanged.
| Item 9.01 | Financial Statements and Exhibits. |
(a) Financial Statements of Businesses Acquired.
The audited consolidated balance sheet of GPB Automotive Portfolio, LP and its subsidiaries as of December 31, 2020 and 2019, the related consolidated statements of operations, partners’ capital and cash flows of GPB Automotive Portfolio, LP and its subsidiaries for each of the years in the three-year period ended December 31, 2020 and the notes related thereto, together with the report thereon of EisnerAmper LLP included in the audited consolidated financial statements, are filed as Exhibit 99.1 hereto and are incorporated herein by reference.
The unaudited condensed consolidated balance sheet of GPB Automotive Portfolio, LP and its subsidiaries as of September 30, 2021 and 2020, the related condensed consolidated statements of operations, partners’ capital and cash flows for the nine months ended September 30, 2021 and 2020 and the three months ended September 30, 2021 and 2020, and the notes related thereto are filed as Exhibit 99.2 hereto and are incorporated herein by reference.
The audited balance sheet of Orangeburg Subaru LLC as of December 31, 2020, the related statements of income, member’s equity and cash flows of Orangeburg Subaru LLC for the year ended December 31, 2020, and the notes related thereto, together with the report thereon of EisnerAmper LLP included in the audited financial statements, are filed as Exhibit 99.3 hereto and are incorporated herein by reference.
The unaudited balance sheet of Orangeburg Subaru LLC as of September 30, 2021, the related statements of income, member’s equity and cash flows for the nine-months ended September 30, 2021, and the notes related thereto are filed as Exhibit 99.4 hereto and are incorporated herein by reference.
(b) Pro Forma Financial Information.
The unaudited pro forma combined statement of operations of Group 1 Automotive, Inc. for the year ended December 31, 2020 and condensed combined statement of operations of Group 1 Automotive, Inc. for the nine months ended September 30, 2021, the unaudited pro forma condensed combined balance sheet of Group 1 Automotive, Inc. as of September 30, 2021, and the notes related thereto are filed as Exhibit 99.5 hereto and are incorporated herein by reference.
(d) Exhibits
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 hereunto duly authorized.
Dated: February 1, 2022
| Group 1 Automotive, Inc. | ||
| By: | /s/ Daniel J. McHenry | |
| Name: | Daniel J. McHenry | |
| Title: | Senior Vice President and Chief Financial Officer | |