gpi-8k_20190627.htm

Delaware	1-13461	76-0506313
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

800 Gessner, Suite 500 Houston, Texas 77024		77024
(Address of Principal Executive Offices)		(Zip Code)

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 (see General Instructions A.2. below):

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

GPI

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Effective June 27, 2019, Group 1 Automotive, Inc. (the “Company”) entered into an amended and restated five-year revolving syndicated credit arrangement with 23 financial institutions, including 4 manufacturer-affiliated finance companies (the “Credit Facility”). The Credit Facility consists of two tranches: one for U.S. vehicle inventory floorplan financing (the “Floorplan Line”) and another for working capital and general corporate purposes, including acquisitions (the “Acquisition Line”). The aggregate maximum borrowing commitment of the two tranches equals $1.8 billion. The Floorplan Line provides a maximum borrowing commitment of $1.75 billion, of which a maximum of $310.0 million can be re-designated as additional Acquisition Line borrowing commitment. As such, the Acquisition Line provides a maximum borrowing commitment of $360.0 million and a minimum borrowing commitment of $50.0 million. A maximum of $125.0 million of the Acquisition Line can be borrowed in either Euros or Pound Sterling. The aggregate maximum borrowing commitment can be increased to a maximum of $2.1 billion, if one or more existing lenders agree to increase their commitments, or if the Administrative Agent approves the admission of one or more financial institutions as additional lenders. The Acquisition Line bears interest at LIBOR plus a margin that ranges from 100 to 200 basis points, depending on our leverage ratio. The Floorplan Line bears interest at rates equal to LIBOR plus 110 basis points for new vehicle inventory and LIBOR plus 140 basis points for used vehicle inventory. All of our U.S. dealership-owning subsidiaries are co-borrowers under our Credit Facility and as such, they are liable on a joint and several basis for obligations under the Credit Facility, with certain exceptions. Our Credit Facility contains a number of significant covenants that, among other things, restrict our ability to dispose of assets, incur additional indebtedness, create liens on assets, make investments and engage in mergers or consolidations. We are also required to comply with specified financial tests and ratios defined in the Credit Facility, such as the Fixed-Charge Coverage Ratio and the Total Adjusted Leverage Ratio. The Credit Facility also contains typical Events of Default (as defined in the Credit Facility) for both the Floor Plan Line and the Acquisition Line, including change of control, non-payment of obligations and cross-defaults to certain of our other material indebtedness. Upon the occurrence of an Event of Default, we could be required to immediately repay all or certain portions of the amount outstanding under the Credit Facility. Our obligations under the Credit Facility are secured by essentially all of our personal property (other than equity interests in dealership-owning subsidiaries) including all motor vehicle inventory and proceeds from the disposition of dealership-owning subsidiaries.

Our Ford and Lincoln dealerships will continue to obtain new vehicle floor plan financing from Ford Motor Credit Company. The description of the Credit Facility set forth above does not purport to be complete and is qualified in its entirety by reference to the provisions of the Credit Facility, which is filed hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

On June 27, 2019, the Company issued a press release announcing that it had completed a $1.8 billion five-year revolving syndicated credit facility that will expire in June 2024.

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.

Date: June 28, 2019	By:	/s/ John C. Rickel
		Name: John C. Rickel
		Title: Senior Vice President and Chief Financial Officer

Exhibit Number		Description

10.1		Eleventh Amended and Restated Revolving Credit Agreement dated effective as of June 27, 2019.
99.1		Press Release of Group 1 Automotive, Inc. dated as of June 27, 2019.