GP INVESTMENTS, LTD. PUBLIC COMPANY HEADQUARTERED IN BERMUDA NOTICE TO MARKET

March, 2nd 2017. GP INVESTMENTS, LTD., headquartered at 129 Front Street,

Penthouse, Hamilton HM 12, Bermuda, whose Class A shares are negotiated at BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros in the form of Brazilian Depositary Receipts - BDRs ("GP"), informs that, today:

  • GPCP4 I Fundo de Investimento em Participações and L.A. Fundo de Investimento em Participações, investment fund in which GP Capital Partners IV, L.P., a fund managed by GP, has an indirect participation (L.A. FIP and GPCP4-FIP jointly, sellers); its controlled company, BHG S.A. - Brazil Hospitality Group ("BHG"); and Hotelaria Accor Brasil S.A. ("Accor"), in the condition of buyer, executed a Share Purchase Agreement, that regulates, among other items, the acquisition by Accor of the totality of shares or quotas of a hotel management company that, at the date of closing of the transaction, will manage 26 hotels in several regions of Brazil, whose management is currently performed by BHG; BHG will retain the management of other 20 hotels under its own brands (Soft Inn, Solare and The Capital) and franchised brands (Royal Tulip, Golden Tulip and Tulip Inn), as well as the ownership of the all of the hotel real estate it currently owns;

  • The acquisition price to be paid by Accor is R$200.000.000,00 (two hundred million Brazilian Reais), subject to adjustments as determined in the Share Purchase Agreement;

  • The proceeds from this transaction will be fully reinvested in the renovation and repositioning of BHG's owned hotels. BHG will therefore reinforce its position as the largest owner of hotel real estate in Brazil;

  • Closing of the transaction is subject to certain precedent conditions, including approval by Brazilian antitrust authorities.

GP will maintain the market and its shareholders informed about any updates regarding the matters hereof.

São Paulo, March 2nd, 2017

Alvaro Lopes da Silva Neto

Chief Financial and Investor Relations Officer

GP Investments Ltd. published this content on 02 March 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 02 March 2017 21:23:03 UTC.

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