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Group 1 Enters into Deal to Acquire Dealer Group in Brazil

January 30, 2013

Group 1 Automotive, Inc., a Fortune 500 automotive retailer, announced that it has entered into a definitive agreement to purchase 100 percent of the outstanding shares of UAB Motors Participacoes S.A., one of Brazil's largest automotive retailers, for approximately $47.4 million cash, 1.45 million shares of Group 1 common stock, and the assumption of approximately $62 million of net non-floorplan debt.

Upon closing, Group 1 will assume ownership of 100 percent interest in 18 dealerships – two Toyota, four Nissan, two BMW, two BMW/MINI, three Renault, three Peugeot, one Land Rover and one Land Rover/Jaguar. The dealerships, that include 21 franchises representing eight major brands in the Sao Paulo market and key metropolitan markets in the neighboring state of Parana, are expected to generate approximately $650 million in estimated annual revenues.

The acquisition is targeted to close on or about Feb. 28, 2013, and is subject to customary closing conditions, including approval from various manufacturers.

Based in Sao Paulo, Brazil, UAB's operations include 18 dealerships with 21 franchises, as well as five collision centers, located in the Sao Paulo metro market and the adjacent state of Parana. The franchises include current Group 1 brands Toyota, Nissan, BMW and MINI, and will add four new brands – Renault, Peugeot, Land Rover, and Jaguar – to Group 1's portfolio. In Brazil, UAB is one of the largest sellers of Nissan and Peugeot vehicles and is a top five retailer of BMW, MINI and Land Rover vehicles. 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.

Brazil is the fourth largest new vehicle market in the world, with annual sales of 3.8 million units in 2012, according to Group 1. Brazil also has one of the lowest vehicle-to-population ratios among the developing markets, providing a strong foundation for future growth in the market.

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