The offering consists of two equal tranches: $625 million in senior unsecured notes due in 2032 and an additional $625 million due in 2035. Management intends to use these proceeds, supplemented by cash on hand, to cover the purchase price of the Hennessy deal. Pending the finalization of that acquisition, the company plans to temporarily apply the funds to pay down existing revolving credit facility borrowings.

Should the Hennessy transaction fail to close by January 6, 2027, or by any extended deadline, Group 1 Automotive is contractually obligated to trigger a special mandatory redemption. Under this provision, the company would buy back the 2032 notes at their initial issue price plus accrued interest. The notes are being offered exclusively to qualified institutional buyers and non-U.S. persons, as they remain unregistered under the Securities Act of 1933.