UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| |
77024 | |||
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code:
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company.
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
On August 18, 2022, Group 1 Automotive, Inc., (the “Company”) entered into the First Amendment (the “First Amendment”) to the Twelfth Amended and Restated Revolving Credit Agreement dated as of March 9, 2022, amongst the Company and certain subsidiaries, as borrowers, the lenders listed on the signature pages thereof, U.S. Bank National Association, as administrative agent, and Comerica Bank, as floor plan agent. The First Amendment, among other things, increased the Total Acquisition Loan Commitment cap from 25% to 40%, increased the cap that Eligible Borrowing Base Real Property can contribute to our Acquisition Loan Borrowing Base from 25% to 40%, and made certain changes to the criteria for Eligible Borrowing Base Real Property and our deliverables in connection with those properties (in each case, as defined in the First Amendment).
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are filed herewith:
Exhibit Index
| Exhibit |
Description | |
| 10.1 | First Amendment to the Twelfth Amended and Restated Revolving Credit Agreement dated effective as of August 18, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Group 1 Automotive, Inc. | ||||||
| Date: August 23, 2022 | By: | /s/ Daniel J. McHenry | ||||
| Name: | Daniel J. McHenry | |||||
| Title: | Senior Vice President and Chief Financial Officer | |||||