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Get filing alertsPenske Automotive to be taken private at $212/share cash by Penske Corp and Mitsui
Filed October 15, 2026 · Period ending October 15, 2026 · ~2 min read
Key Changes
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Penske Automotive agreed to be acquired by Motown Acquisition Corp., owned by Penske Corporation and Mitsui, for $212.00 per share in cash, valuing the company at about $16.3 billion enterprise value.
Item 1.01 verify on EDGAR → -
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After closing, Penske Corporation is expected to own approximately 64% and Mitsui approximately 36% of the company, which will be delisted from the NYSE.
Item 1.01 verify on EDGAR → -
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Stockholders holding about 72.6% of outstanding shares have signed voting and support agreements in favor of the merger.
Item 1.01 verify on EDGAR → -
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The deal is expected to close in Q1 2027, subject to regulatory approvals and shareholder votes, including a majority of outstanding shares and a majority of unaffiliated votes cast; it is not subject to a financing condition.
Exhibit 99.1 view on EDGAR → -
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The merger agreement includes a $383.0 million termination fee payable by the company and a $488.0 million reverse termination fee payable by the buyer in certain circumstances.
Item 1.01 verify on EDGAR →
Summary
Penske Automotive Group has agreed to be taken private by an investor group led by Penske Corporation and Mitsui & Co. Public shareholders will receive $212.00 per share in cash, a premium of 8.84% to the last closing price before announcement and 20.09% and 26.17% to the 60-day and 90-day volume-weighted average prices.
The transaction values the company at approximately $16.3 billion in enterprise value and is expected to close in the first quarter of 2027, subject to regulatory approvals and shareholder votes. Stockholders holding about 72.6% of shares have already agreed to vote in favor, and the deal is not conditioned on financing.
The merger will result in Penske Automotive becoming wholly owned by the buyer, with Penske Corporation holding about 64% and Mitsui about 36%. The company will be delisted from the NYSE. The agreement includes termination fees of $383.0 million payable by the company and $488.0 million payable by the buyer in certain circumstances. The company expects to continue paying regular quarterly cash dividends through closing, capped at $0.02 per share above the prior quarter's dividend. For retail holders, the key consideration is the $212.00 per share cash price, which represents a modest premium to recent trading levels. The deal requires approval by a majority of outstanding shares and a majority of unaffiliated votes cast, and the company has flagged risks including potential shareholder litigation and the possibility that the buyer's committed debt financing may not be available. However, the transaction is not subject to a financing condition, and the substantial support agreements suggest a high likelihood of completion.
Section-by-Section Diff
Event · Item 2.03 — Creation of a Direct Financial Obligation
Item 2.03 also reports this as a direct financial obligation (body incorporates the primary Item by reference).
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Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under the heading “Amendment to Credit Agreement” in Item 1.01 of this Current Report on Form 8-K is incorporated herein by re
The company also filed this under Item 2.03, which means it is reporting the arrangement as a direct financial obligation. The Item 2.03 text refers back to the Item 1.01 entry for the terms rather than restating them.
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
each share of common stock, par value $0.0001 per share, of the Company (“Company Common Stock”) issued and outstanding immediately prior to the Effective Time ... will be automatically canceled and converted into the right to receive $212.00 per share in cash, without interest
Penske Automotive has agreed to be acquired by an investor group led by Penske Corporation and Mitsui. Public shareholders will receive $212.00 per share in cash, and the company will be delisted from the NYSE and become wholly owned by the investor group.
Added in current filing · verify on EDGAR →
equity financing of up to $2.2 billion in the aggregate from PC and Mitsui ... and (ii) debt financing of up to $1.8 billion
The buyer plans to fund the deal with up to $2.2 billion of equity from Penske Corporation and Mitsui, plus up to $1.8 billion of debt financing. The merger is not subject to a financing condition, meaning the buyer's obligation to close does not depend on securing the debt.
Added in current filing · verify on EDGAR →
who collectively own approximately 72.6% of the outstanding shares of Company Common Stock, entered into separate Voting and Support Agreements
Stockholders holding about 72.6% of the company's shares have agreed to vote in favor of the merger. This gives the deal substantial support heading into the stockholder vote.
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Penske Automotive's 8-K incorporates equity-award treatment details from Item 1.01 into Item 5.02.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
The information set forth under the heading “Treatment of Equity Awards” in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 5.02.
The filing incorporates by reference the equity-award treatment disclosure from Item 1.01 into Item 5.02, which covers officer and director departures, elections, appointments, and compensatory arrangements. No new substantive terms are disclosed in this section itself.
Event · Item 8.01 — Other Events
Penske Automotive announced it signed a merger agreement, with details in Exhibit 99.1 and shareholder approval still required.
Added in current filing · verify on EDGAR →
On October 15, 2026, the Company issued a press release announcing the execution of the Merger Agreement.
Penske Automotive disclosed that it has signed a merger agreement. The press release with the terms is attached as Exhibit 99.1. The filing does not state the counterparty, price, or structure in the body text.
Added in current filing · verify on EDGAR →
The consummation of the Merger is subject to the satisfaction or waiver of customary closing conditions, and there can be no assurance that the Merger will be consummated on the timeline currently anticipated, or at all.
The merger has not closed and is subject to customary conditions. The company explicitly warns there is no guarantee it will close on the expected timeline or at all.
Added in current filing · verify on EDGAR →
the Company intends to file a preliminary proxy statement on Schedule 14A (the “Proxy Statement”) with the SEC relating to a special meeting of shareholders to approve the Merger.
Shareholders will be asked to vote on the merger at a special meeting. A proxy statement and a Schedule 13E-3 transaction statement will be filed with the SEC.
Added in current filing · verify on EDGAR →
the possibility that Buyer’s committed debt financing will not be available
The buyer's committed debt financing may not be available, which is listed as a risk that could prevent the merger from closing.
Added in current filing · verify on EDGAR →
the risk that shareholder litigation in connection with the Merger may result in significant costs of defense, indemnification and liability
The company flags the possibility of shareholder lawsuits related to the merger, which could create defense and indemnification costs.
Event · Exhibit 99.1
Added in current filing · view on EDGAR →
holders of Penske Automotive Group common stock, other than Penske Corporation, Mitsui and the other members of the investor group, will receive $212.00 per share in cash, valuing the Company at an enterprise value of approximately $16.3 billion.
Minority shareholders will receive $212.00 per share in cash, implying an enterprise value of approximately $16.3 billion. The price represents an 8.84% premium to the closing price on October 14, 2026, the last trading day before the deal was announced.
Added in current filing · view on EDGAR →
The purchase price represents a premium of approximately 8.6% to the closing price of the Company’s common stock on July 21, 2026
and a premium of approximately 20.09% and 26.17% to the 60-day and 90-day volume weighted average prices, respectively, for the period ended July 21, 2026
The $212.00 per share price reflects premiums of 8.6% to the July 21, 2026 closing price and 20.09% and 26.17% to the 60-day and 90-day volume weighted average prices, respectively. July 21, 2026 was the last trading day before Penske and Mitsui submitted their unsolicited preliminary proposal.
Added in current filing · verify on EDGAR →
The Company expects to continue paying regular quarterly cash dividends through the closing of the transaction, in each case, in an amount not to exceed $0.02 per share above the per share amount of the last quarterly dividend declared and paid by the Company in the immediately preceding quarter, as well as a pro-rated dividend for any partial quarter prior to the closing.
The company plans to keep paying regular quarterly cash dividends until the deal closes, with each dividend capped at $0.02 per share above the prior quarter's dividend, plus a pro-rated dividend for any partial quarter before closing.
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Figures/quotes linked to EDGAR · Narrative written by AI · Oct 16, 2026 · How we verify