Group 1 Automotive Inc. entered into a definitive agreement to acquire UAB Motors Participacoes S.A. from Lincoln da Cunha Pereira Filho, João Alberto Gross Figueiró, André Ribeiro da Cunha Pereira and Mauricio Vaz Rodrigues for approximately BRL 420 million.
January 23, 2013 at 11:00 pm EST
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Group 1 Automotive Inc. (NYSE:GPI) entered into a definitive agreement to acquire UAB Motors Participacoes S.A. from Lincoln da Cunha Pereira Filho, João Alberto Gross Figueiró, André Ribeiro da Cunha Pereira and Mauricio Vaz Rodrigues for approximately BRL 420 million on January 24, 2013. Under the terms, Group 1 Automotive Inc. will pay approximately BRL 96 million in cash, issue approximately 1.5 million shares and assume a debt of approximately BRL 130 million. Of the total cash portion, BRL 3 million will be transferred into escrow account along with 0.46 million stock. In the event of a termination of the agreement, neither Group 1 Automotive nor UAB will be required to pay a termination fee. The business will continue to be operated by the current management team, with UAB's chairman, Lincoln da Cunha Pereira Filho, reporting directly to Earl J. Hesterberg, Group 1's President and Chief Executive Officer. As part of the transaction, Group 1 will appoint Pereira to its Board of Directors, expanding its membership to eight.
The acquisition is subject to customary closing conditions, including approval from various manufacturers, the officer agreements shall have been executed, key employees shall not have been terminated, UAB services agreement, stockholders agreement, escrow agreement, resignation of UAB's officers and directors. As a condition precedent to the completion of the acquisition, Group 1 will assign its rights, interests and obligations under the agreement to its subsidiary, a sociedade anônima incorporated, to be known as Group 1 Automotive do Brasil S.A. The transaction is unanimously approved by Board of Directors of both Group 1 Automotive and UAB Motors Participacoes. The acquisition is targeted to close on or about February 28, 2013. The agreement may be terminated if the closing of the acquisition does not occur by February 28, 2013. The transaction is expected to be modestly accretive to earnings per diluted common share in 2013 excluding any associated deal costs. Barclays acted as the exclusive advisor to Group 1 on this transaction.
Clint Woods of Pierpont Communications, Inc. acted as public relation advisor to Group 1 Automotive. Credit Suisse acted as financial advisor for UAB. S. Wade Angus of Jones Day and João Ricardo de Azevedo Ribeiro of Mattos Filho, Veiga Filho, Marrey Jr e Quiroga Advogados acted as legal advisors to Group 1 Automotive. Joaquim José Aceturi de Oliveira of Souza, Cescon, Barrieu & Flesch Advogados and Juan G. Giraldez of Cleary Gottlieb Steen & Hamilton LLP acted as legal advisors to UAB.
Group 1 Automotive, Inc. is an international automotive retailer. The Company operates through two segments: the U.S. and the U.K. Through its dealerships and omnichannel platform, the Company sells new and used cars and light trucks; arranges related vehicle financing; sells service and insurance contracts; provides automotive maintenance and repair services; and sells vehicle parts retail and wholesale. The Company owns and operates approximately 206 automotive dealerships, 270 franchises, and 42 collision centers in the United States and the United Kingdom that offer 35 brands of automobiles. It sells retail used vehicles directly to its customers at its dealerships and via AcceleRide, and wholesale used vehicles at third party auctions. Its operations are primarily located in areas, including Texas, Massachusetts, Oklahoma, California, Georgia, New Mexico, Maine, New Jersey, New Hampshire, Florida, South Carolina, Louisiana, Kansas, New York, Alabama, Maryland, and Mississippi.
Group 1 Automotive Inc. entered into a definitive agreement to acquire UAB Motors Participacoes S.A. from Lincoln da Cunha Pereira Filho, João Alberto Gross Figueiró, André Ribeiro da Cunha Pereira and Mauricio Vaz Rodrigues for approximately BRL 420 million.
GROUP 1 AUTOMOTIVE, INC. 
