Group 1 Automotive, Inc. filed a Form 8-K with the SEC on September 8, 2026, announcing its intention to offer $1.25 billion in aggregate principal amount of senior unsecured notes in a private offering.

Key Highlights

  • Two tranches announced: $625.0 million in senior unsecured notes due 2032 and $625.0 million in senior unsecured notes due 2035, totaling $1.25 billion.
  • Private offering: The company disclosed the notes are intended to be sold in a private offering.
  • Hennessy acquisition context: The filing references a pending acquisition of certain dealership assets and related real estate from Hennessy Automobile Companies, Inc. and certain of its affiliates.
  • Offering memorandum excerpts filed: Financial and other information provided to prospective investors is included as Exhibit 99.2.
  • Signed by: Gillian A. Hobson, Senior Vice President, on behalf of the registrant.

Group 1 Automotive Discloses Dual-Tranche Senior Notes Private Offering

According to the filing, Group 1 Automotive, Inc. (NYSE:GPI), a Delaware-incorporated company headquartered at 730 Town and Country Blvd, Suite 500, Houston, Texas 77024, announced on September 8, 2026 that it intends to offer for sale in a private offering $625.0 million in aggregate principal amount of senior unsecured notes due 2032 (the "2032 Notes") and $625.0 million in aggregate principal amount of senior unsecured notes due 2035 (the "2035 Notes"). The filing refers to both tranches collectively as the "Notes."

The company disclosed that in connection with the offering, it will provide certain financial and other information to prospective investors. Excerpts of that information are incorporated into the filing as Exhibit 99.2. A press release dated September 8, 2026 was also attached as Exhibit 99.1. The filing additionally references a pending acquisition of certain dealership assets and related real estate from Hennessy Automobile Companies, Inc. and certain of its affiliates, identifying this transaction among the subjects of forward-looking statements contained in the report.

The filing notes that all statements other than statements of historical fact regarding activities, events, or developments the company expects, believes, or anticipates are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. The company stated that "actual outcomes and results could materially differ from what is expressed, implied or forecast in such statements," and that the forward-looking statements are subject to risks described in its Annual Report on Form 10-K for the year ended December 31, 2025 and subsequently filed Quarterly Reports on Form 10-Q.

What Was Disclosed

Group 1 Automotive disclosed its intent to privately place $1.25 billion in senior unsecured notes across two maturities (2032 and 2035), filed an accompanying press release and offering memorandum excerpts, and referenced a pending dealership acquisition from Hennessy Automobile Companies, Inc.