Item 2.01
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Completion of Acquisition or Disposition of Assets.
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As previously disclosed on September 13, 2021, Group 1 Automotive, Inc. (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) with GPB Portfolio Automotive, LLC, Capstone Automotive Group, LLC, Capstone Automotive Group II, LLC, Automile Parent Holdings, LLC, Automile TY Holdings, LLC, and Prime Real Estate Holdings, LLC (together with their respective subsidiaries, the “Selling Entities”), pursuant to which the Company agreed to purchase substantially all of the assets related to the Prime Automotive Group car dealership business, including, but not limited to, real property (including certain equity of entities owning real property), vehicles, parts and accessories, goodwill, permits, intellectual property and substantially all contracts relating to the business of the Selling Entities. On November 17, 2021, the Company completed the purchase of certain real estate, three collision centers, and 27 Prime Automotive Group dealerships now operating under the names of: Ira Acura Westwood, Audi Westwood, BMW of Norwood, BMW South Shore, Ira Chrysler Dodge Jeep Ram, World Chrysler Dodge Jeep Ram, Ira Ford Saco, Ira Ford Auburn, Ira Buick GMC - Hanover, Staten Island Buick GMC, Rockville Centre GMC, Ira Honda, Ira Honda - Saco, Ira Honda 128, Land Rover Hanover, Ira Mazda, Mercedes-Benz of Westwood, Mercedes-Benz of Scarborough, Mercedes-Benz of Hanover, Mercedes-Benz of Manchester, South Shore MINI, Porsche Westwood, Bill Kolb, Jr. Subaru, World Subaru, Ira Volvo Cars South Shore, Volkswagen Norwood and Volkswagen Saco (the “Initial Acquisition”). On November 18, 2021, the Company completed the purchase of a 28th Prime Automotive Group dealership, Ira Toyota Saco. The aggregate consideration for all of the 28 dealership purchases was approximately $828.4 million, which amount is subject to customary post-close adjustments. In summary, of the 30 dealerships originally announced, the Company closed on 28 dealerships. One additional dealership was contracted by Prime Auto Group to be sold to a third party with the consent of the Company, and to date, one additional dealership has not received approval for transfer.
The foregoing description of the Purchase Agreement is a summary only and is qualified in its entirety by reference to the complete text of the Purchase Agreement, which was previously filed as Exhibit 2.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 filed on November 4, 2021 and incorporated herein by reference.