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GROUP 1 AUTOMOTIVE INC FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Financial Statements and Exhibits

June 26, 2014



Item 1.01. Entry into a Material Definitive Agreement.

In connection with the settlement of the previously announced tender offer by Group 1 Automotive, Inc. (the "Company") for the Company's 3.00% Convertible Senior Notes due 2020 (the "Convertible Notes"), on June 25, 2014, the Company entered into the Partial Unwind Agreement (the "JPM Unwind Agreement") with JPMorgan Chase Bank, National Association ("JPMorgan"), which amends the terms of the convertible note hedges and warrant agreements entered into in March 2010 with JPMorgan relating to the Convertible Notes. The JPM Unwind Agreement reduces the number of call options under the JPMorgan convertible note hedge agreements to 22,551 call options upon payment therefor. The JPM Unwind Agreement also reduces the number of warrants under the JPMorgan warrant agreements to 303,716 warrants.

In addition, on June 25, 2014, the Company entered into the Partial Unwind Agreement (the "BofA Unwind Agreement") with Bank of America, N.A. ("BofA"), which amends the terms of the convertible note hedges and warrant agreements entered into in March 2010 with BofA relating to the Convertible Notes. The BofA Unwind Agreement reduces the number of call options under the BofA convertible note hedge agreements to 22,550 call options. The BofA Unwind Agreement also reduces the number of warrants under the BofA warrant agreements to 303,694 warrants upon payment therefor.

Copies of the JPM Unwind Agreement and the BofA Unwind Agreement are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The descriptions of the JPM Unwind Agreement and the BofA Unwind Agreement are summaries and are qualified in their entirety by the terms of the JPM Unwind Agreement and the BofA Unwind Agreement.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. Exhibit Number Description 10.1 Partial Unwind Agreement between Group 1 Automotive, Inc. and JPMorgan Chase Bank, National Association dated June 25, 2014. 10.2 Partial Unwind Agreement between Group 1 Automotive, Inc. and Bank of America, N.A., dated June 25, 2014. 2



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Source: Edgar Glimpses


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