Item 7.01 Regulation FD Disclosure.

On January 7, 2013, Group 1 Automotive, Inc., a Delaware corporation ("Group 1"), provided notice to holders of its 3.00% Convertible Senior Notes due 2020 ("Notes") that an event triggering convertibility of the Notes occurred on December 31, 2012. The last reported sale price of Group 1's common stock for at least 20 trading days during the period of 30 consecutive trading days ending on the last trading day of the fiscal quarter ended December 31, 2012 was greater than or equal to 130% of the applicable conversion price in effect on such last trading day. Holders of the Notes have the right to convert the Notes during the quarter ending March 31, 2013. The triggering of the convertibility of the Notes does not change the accounting of the Notes.

In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to this Item 7.01 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information furnished pursuant to Item 7.01 shall not be deemed an admission as to the materiality of any information in this report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

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