Penske Automotive Group Enters Take-Private Merger Agreement at $212.00 Per Share

Overview of the Transaction

On October 15, 2026, Penske Automotive Group, Inc. (NYSE: PAG) announced that it has entered into a definitive Agreement and Plan of Merger with Motown Acquisition Corp. ("Buyer"), an acquisition vehicle owned by Penske Corporation ("PC") and Mitsui & Co., Ltd. ("Mitsui").

Upon closing, Penske Automotive Group will be taken private and will cease trading on the New York Stock Exchange. Following the transaction, PC and Mitsui are expected to own approximately 64% and 36%, respectively, of the equity interests in the surviving company.

Key Terms & Valuation

• Merger Consideration: Unaffiliated holders of PAG common stock will receive $212.00 per share in cash, without interest.
• Quarterly Dividends: PAG is permitted to continue paying regular quarterly cash dividends through closing in amounts not to exceed an increase of $0.02 per share over the prior quarter's dividend, plus a pro-rated dividend for any partial quarter.
• Equity Awards: Outstanding RSUs, RSAs, DSUs, and performance awards will be accelerated/cashed out at the $212.00 per share cash price (with performance awards deemed achieved at target level).
• Financing:
  • Equity Financing: Up to $2.2 billion aggregate equity commitment provided by PC and Mitsui.
  • Debt Financing: Up to $1.8 billion debt commitment letter provided by JPMorgan, Bank of America, and Wells Fargo.
  • The transaction is not conditioned on financing.
• Credit Facility Amendment: PAG entered into an amendment to its U.S. Credit Agreement providing an option to conditionally increase revolving credit commitments by up to $900 million (to $2.4 billion), with up to $400 million designated as an uncollateralized Overadvance Commitment.

Governance and Voting

• Special Committee Approval: The merger was negotiated and unanimously recommended by a Special Committee of independent and disinterested directors, supported by independent financial advisor Moelis & Company LLC.
• Stockholder Approval Requirements: Consummation requires:
  1. Affirmative vote of a majority of outstanding shares of PAG Common Stock.
  2. Affirmative vote of a majority of votes cast by "disinterested stockholders" (excluding the Investor Group, executive officers, and non-Special Committee board members).
• Support Agreements: Members of the Investor Group and their affiliates, representing approximately 72.6% of outstanding shares, have entered into voting and support agreements committed to vote in favor of the merger.

Deal Protections and Termination Fees

• Outside Date: October 15, 2027.
• Company Termination Fee: $383.0 million, payable if the Company terminates to enter into a Superior Proposal or if Buyer terminates following an Adverse Recommendation Change.
• Buyer Reverse Termination Fee: $488.0 million, payable if PAG terminates due to Buyer's breach or failure to fund/close when required.

Market and Trading Impact

This transaction represents a major take-private milestone for PAG led by its long-time principal shareholders. The announcement sets a firm valuation benchmark of $212.00 per share in cash, anchoring trading prices around the offer price discounted only by deal closure timeline and regulatory approval risks.