# GROUP 1 AUTOMOTIVE INC (GPI) — merger/definitive [pending]
Source: SEC API (secapi.ai) · situation sit_f5c704bc6db25902e4c6 · retrieved 2026-08-11T15:52:44.558Z

## Overview
Group 1 Automotive, Inc. owns and operates 251 automotive dealerships, 312 franchises, and 32 collision centers in the United States and United Kingdom, offering 37 brands of automobiles and providing new and used vehicle sales, financing, service contracts, maintenance and repair services, and vehicle parts.

On July 30, 2026, Group 1 Automotive, Inc. entered into a definitive Purchase and Sale Agreement to acquire substantially all assets of Hennessy Automobile Companies and affiliated entities, comprising 10 dealerships and one collision center in the Atlanta, Georgia market. The transaction is valued at approximately $1.3 billion (inclusive of blue sky, real estate, and operating assets), plus additional consideration for remaining inventory to be determined at closing. Group 1 will deposit $10.0 million into escrow within five business days, credited toward the purchase price. At closing, $80.0 million will be deposited into escrow as a contingent reserve for post-closing indemnifiable losses, with 25% released at three months, 25% at nine months, and the remainder at 18 months post-closing. The transaction is expected to close by year-end 2026 (no later than the 160th day after signing, extendable to 190 days for manufacturer consents), subject to regulatory approvals, OEM consents, and customary closing conditions. Group 1 plans to finance the acquisition with new debt backstopped by a $1.25 billion 364-day senior unsecured bridge facility commitment from JPMorgan Chase Bank, N.A.

## Terms
- Counterparty: Hennessy Automobile Companies, Inc. and affiliated entities · Deal value: $1.30B · Consideration: cash

## Key dates
- Announced 2026-07-30 · Expected close 2026-12-31

## Timeline
- 2026-07-30 · 8-K (0001031203-26-000121): 8-K - GROUP 1 AUTOMOTIVE INC — *Group 1 Automotive, Inc. owns and operates 251 automotive dealerships, 312 franchises, and 32 collision centers in the United States and United Kingdom, offering 37 brands of automobiles and providing new and used vehicle sales, financing, service contracts, maintenance and repair services, and vehicle parts.* On July 30, 2026, Group 1 Automotive, Inc. entered into a definitive Purchase and Sale Agreement to acquire substantially all assets of Hennessy Automobile Companies and affiliated entities, comprising 10 dealerships and one collision center in the Atlanta, Georgia market. The transaction is valued at approximately $1.3 billion (inclusive of blue sky, real estate, and operating assets), plus additional consideration for remaining inventory to be determined at closing. Group 1 will deposit $10.0 million into escrow within five business days, credited toward the purchase price. At closing, $80.0 million will be deposited into escrow as a contingent reserve for post-closing indemnifiable losses, with 25% released at three months, 25% at nine months, and the remainder at 18 months post-closing. The transaction is expected to close by year-end 2026 (no later than the 160th day after signing, extendable to 190 days for manufacturer consents), subject to regulatory approvals, OEM consents, and customary closing conditions. Group 1 plans to finance the acquisition with new debt backstopped by a $1.25 billion 364-day senior unsecured bridge facility commitment from JPMorgan Chase Bank, N.A.
  https://www.sec.gov/Archives/edgar/data/1031203/0001031203-26-000121.txt

## Citations
- 0001031203-26-000121 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000103120326000121