| Item 1.01 | Entry into a Material Definitive Agreement. |
Purchase Agreement
On September 12, 2021, Group 1 Automotive, Inc., a Delaware corporation (the “Company”), entered into a Purchase Agreement (the “Purchase Agreement”) with GPB Portfolio Automotive, LLC, a Delaware limited liability company, Capstone Automotive Group, LLC, a Delaware limited liability company, Capstone Automotive Group II, LLC, a Delaware limited liability company, Automile Parent Holdings, LLC, a Delaware limited liability company, and Automile TY Holdings, LLC, a Delaware limited liability company (each, a “Seller” and collectively, the “Sellers”), and Prime Real Estate Holdings, LLC, a Delaware limited liability company (the “Real Estate Equity Seller” and, together with the Sellers, the “Seller Parties” and, together with their respective subsidiaries, the “Selling Entities”). The Selling Entities, collectively, are engaged in the operation of 30 dealerships and 3 collision centers located in the Mid-Atlantic and New England markets relating to (i) the sale and distribution of automobiles and other related equipment, components, spare parts and accessories, (ii) repair and maintenance services provided with respect to automobiles and related activities, (iii) owning and leasing real estate to dealerships and (iv) owning and operating collision centers (collectively, the “Business”).
Pursuant to the Purchase Agreement, the Company will acquire substantially all of the assets or equity of the Selling Entities, including, but not limited to, the Selling Entities’ real property, vehicles, parts and accessories, goodwill, permits, intellectual property and substantially all contracts that relate to the Business (collectively, the “Transaction”). The Company expects to pay a purchase price of approximately $880 million, subject to customary adjustments described in the Purchase Agreement (the “Purchase Price”) and appropriate reduction for any exercise of customary manufacturer rights of first refusal. At the closing of the Transaction, $45 million of the Purchase Price will be deposited into escrow as a contingent reserve to be used, if necessary, to compensate the Company for any post-closing indemnifiable losses pursuant to the terms of the Purchase Agreement, with 50% to be released to the Selling Entities 12 months after the closing of the Transaction and the remainder to be released to the Selling Entities 24 months after the closing of the Transaction, subject to pending claims, if any. The Purchase Price would be financed through a combination of cash, available lines of credit and debt financing.
The Purchase Agreement contains customary representations and warranties made by each of the parties, and the Company and the Seller Parties have agreed to indemnify one another against certain damages, subject to certain exceptions and limitations. The closing of the Transaction is subject to various closing conditions, including a receipt of approval or expiration of the waiting period required by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the approval of a court-appointed monitor over an affiliate of the Sellers. The closing of the Transaction is not conditioned upon the Company’s ability to obtain financing. The Purchase Agreement also contains certain termination rights of the Company and the Sellers.
The Transaction will close no later than the 75th day after the date of the Purchase Agreement, provided that the closing conditions are satisfied or waived.
Debt Financing Commitment Letter
In connection with entering into the Purchase Agreement, the Company entered into a commitment letter, dated September 12, 2021 (the “Commitment Letter”), with Wells Fargo Bank, National Association (“Wells Fargo”), pursuant to which, among other things, Wells Fargo has committed to provide a portion of the debt financing for the Transaction, consisting of a $250 million unsecured bridge loan (the “Bridge Facility”), on the terms and subject to the conditions set forth in the Commitment Letter. The Bridge Facility is subject to mandatory prepayment at 100% of the outstanding principal amount thereof with the net proceeds from the issuance of any debt securities of the Company and upon other specified events. The obligation of Wells Fargo to provide this debt financing is subject to a number of customary conditions, including, without limitation, execution and delivery of certain definitive documentation.
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