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



Closing price for 6/24/14



Average VWAP............................................................................



Variable Component of Purchase Price:.............................



Fixed Component of Purchase Price:..................................



Final Purchase Price:................................................................





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:

· Offer to Purchase

· Supplement No. 1 to Offer to Purchase

· Letter of Transmittal

· Notice of Voluntary Offering Instructions

· Notice of Withdrawal


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.