Last Updated: 4:30PM, 6/24/14
Final Average
VWAP and Final Purchase Price for Group 1 Automotive, Inc.’s Tender Offer for
its 3.00% Convertible Senior Notes due 2020
On May 7, 2014, Group 1 Automotive,
Inc. (the “Company”) commenced a tender offer (the “Offer”) to purchase for
cash any and all of its outstanding 3.00% convertible senior notes due 2020
(the “Notes”), upon the terms and subject to the conditions set forth in the
Company’s Offer to Purchase, dated May 7, 2014, as supplemented by Supplement
No. 1 to Offer to Purchase, dated June 2, 2014 (as so supplemented, (the “Offer
to Purchase”), and the related Letter of Transmittal (the “Letter of
Transmittal”). The Offer will expire at 12:00 midnight, New York City time, at
the end of Tuesday, June 24, 2014, unless the Offer is extended or earlier
terminated (as may be extended, the “Expiration Date”).
The table below provides the final
Average VWAP (as defined below) and the resulting final purchase price per
$1,000 principal amount of the Notes offered by the Company pursuant to the
Offer, calculated using the pricing formula described in the Offer to Purchase.
|
Final Average VWAP for 6/24/14 |
$ |
81.6648 |
|
Closing price for 6/24/14 |
$ |
81.34 |
|
Average VWAP............................................................................ |
$ |
79.7800 |
|
Variable Component of Purchase Price:............................. |
$ |
2,106.36 |
|
Fixed Component of Purchase Price:.................................. |
$ |
169.00 |
|
Final Purchase Price:................................................................ |
$ |
2,275.36 |
The “Average VWAP” means the simple
arithmetic average of the Daily VWAPs (as defined below) for each day of the
Averaging Period (as defined below).
The “Averaging Period” means the period
of 32 consecutive trading days beginning on May 9, 2014 and ending on the
Expiration Date. For the avoidance of doubt, if up to three scheduled trading
days during the period beginning on May 9, 2014 are not trading days, the
Company will extend the Expiration Date by a number of scheduled trading days
that equals the number of scheduled trading days that were not trading days.
The “Daily VWAP” for any trading day
means the per share volume-weighted average price of the Company’s common stock
on the New York Stock Exchange, as displayed under the heading “Bloomberg VWAP”
on Bloomberg page “GPI.N <equity> AQR” (or its equivalent successor if
such page is not available), in respect of the period from the scheduled open
of trading until the scheduled close of trading of the primary trading session
of the New York Stock Exchange on such trading day. The Daily VWAP for each
trading day was
determined without regard to pre-market hours or after hours
trading or any other trading outside of the regular trading session trading
hours.
For the purposes of determining the
purchase price, “trading day” means a day during which trading in the Company’s
common stock generally occurs.
[For the purposes of determining the
final Purchase Price, in the event that on a trading day there is a market
disruption event, then the Daily VWAP for such trading day shall be the market
value of one share of our common stock on such trading day determined, using a
volume-weighted average method, by us.
“Market disruption event” means
|
• |
a failure by
the primary United States national or regional securities exchange or market
on which our common stock is listed or admitted to trading to open for
trading during its regular trading session or |
|
• |
the
occurrence or existence prior to 1:00 p.m., New York City time, on any
scheduled trading day for our common stock for more than one half-hour period
in the aggregate during regular trading hours of any suspension or limitation
imposed on trading (by reason of movements in price exceeding limits
permitted by the relevant stock purchase or otherwise) in our common stock or
in any options, contracts or future contracts relating to our common stock] |
Further information regarding the tender offer can be found using
the links below:
· Supplement No. 1 to Offer to Purchase
· Notice of
Voluntary Offering Instructions
Wells Fargo Securities, LLC is serving
as dealer manager in connection with the Offer. Global Bondholder Services
Corporation is acting as the depositary and information agent for the Offer.
Questions regarding the Offer should be directed to Wells Fargo Securities, LLC
at (800) 326 -5897 (toll-free). Requests for copies of the Offer to Purchase
and the Letter of Transmittal may be directed to Global Bondholder Services
Corporation by telephone at (212) 430-3774 (banks and brokers, collect) or
(866) 794-2200 (toll-free) or in
writing at Global Bondholder Services Corporation, Attention: Corporate
Actions, 65 Broadway, Suite 404, New York, New York
10006.
None of the Company’s management, its
board of directors, the dealer manager, the depositary or the information agent
makes any recommendation to any holder of Notes as to whether to tender any
Notes. None of the Company’s management, its board of directors, the dealer
manager, the depositary or the information agent has authorized any person to
give any information or to make any representation in connection with the Offer
other than the information and representations contained in the Offer to
Purchase or in the Letter of Transmittal. If anyone makes any recommendation or
representation or gives any such information, you should not rely upon that
recommendation, representation or information as having been authorized by the
Company, the dealer manager, the depositary or the information agent.
This webpage shall not constitute an
offer to purchase, a solicitation of an offer to purchase, or a solicitation of
an offer to sell securities. The Offer may be made only pursuant to the terms
and conditions of the Offer to Purchase, the Letter of Transmittal and the
other related Offer materials. The Company will provide copies of the Offer
materials upon request free of charge to holders of the Notes.