Mitsui & Penske Consortium Agrees to Acquire Penske Automotive Group for $212.00 Per Share in Cash

Executive Summary

On October 15, 2026, Mitsui & Co., Ltd. and Mitsui & Co. (U.S.A.), Inc. filed Amendment No. 15 to Schedule 13D disclosing that Penske Automotive Group, Inc. entered into a definitive Agreement and Plan of Merger to be taken private by Motown Acquisition Corp., an entity formed by a consortium comprising Penske Corporation, Penske Automotive Holdings Corp., Mitsui & Co., Ltd., and Mitsui & Co. (U.S.A.), Inc.

Key Transaction Terms

• Merger Consideration: Unaffiliated public stockholders of Penske Automotive Group will receive $212.00 per share in cash, without interest.
• Rollover of Excluded Shares: Shares of common stock owned by consortium members (including Mitsui's 13,322,205 shares, representing approximately 20.3% of the outstanding common stock) will remain outstanding as shares of the Surviving Corporation.
• Governance Approval: Approved unanimously by present directors following the unanimous recommendation of a Special Committee comprised entirely of independent and disinterested directors.
• Stockholder Approval Condition: Requires approval by both a majority of outstanding shares and a majority of the votes cast by disinterested, unaffiliated stockholders (majority-of-the-minority).
• Delisting: Upon closing, Common Stock will be delisted from the New York Stock Exchange and deregistered under the Exchange Act.

Financing & Commitments

• Equity Financing: Mitsui & Co., Ltd. has provided an Equity Commitment Letter to fund up to $1.6 billion in cash. Penske Corporation provided a separate co-investor equity commitment.
• Debt Financing: Motown Acquisition Corp. obtained debt commitment letters from JPMorgan, Bank of America, and Wells Fargo for up to $1.8 billion in financing.
• Limited Guarantee: Mitsui provided a limited guarantee covering its guarantor percentage of the Buyer termination fee, recovery costs, and potential monetary damages.
• No Financing Condition: The closing of the transaction is not contingent on financing.

Termination Rights & Break-Up Fees

• Company Termination Fee: $383 million, payable under specified conditions including acceptance of a Superior Proposal or an Adverse Recommendation Change.
• Buyer Termination Fee: $488 million, payable if the transaction fails to close due to Buyer breach or failure to consummate when closing conditions are met.
• Outside Date: October 15, 2027 (11:59 p.m. NYC time).

Ownership Structure

• Aggregate Amount Owned by Filer: 13,322,205 shares (20.3% of the class based on 65,662,873 shares outstanding as of July 16, 2026).
• Voting and Dispositive Power: Shared voting and dispositive power over all 13,322,205 shares between Mitsui & Co., Ltd. and Mitsui & Co. (U.S.A.), Inc.