Penske Automotive Group Agrees to Take-Private Merger at $212.00 Per Share

Executive Summary

On October 15, 2026, Penske Automotive Group, Inc. (NYSE: PAG) entered into a definitive Agreement and Plan of Merger with Motown Acquisition Corp. ("Buyer"), an entity formed by an investor consortium comprising Penske Corporation, Penske Automotive Holdings Corp., Mitsui & Co., Ltd., and Mitsui & Co. (U.S.A.), Inc. Under the terms of the merger, unaffiliated public stockholders of PAG will receive $212.00 per share in cash, representing a take-private transaction.

Transaction Structure and Consideration

• Purchase Price: $212.00 per share in cash for all issued and outstanding common shares, other than rollover/excluded shares held by the Investor Group.
• Rollover of Insider Equity: Shares held by the Investor Group will remain outstanding as shares of the surviving corporation, allowing Penske Corporation, Roger S. Penske, and Mitsui to retain 100% ownership of the post-closing private enterprise.
• Governance Approval: Recommended unanimously by a Special Committee composed solely of independent and disinterested directors, followed by unanimous approval by disinterested members of the PAG Board of Directors.

Ownership & Group Position

• Penske Corporation & Roger S. Penske: Beneficially own 34,333,500 shares (52.3% of the class), consisting of 34,181,121 shares held directly/indirectly by Penske Corporation and 152,379 shares solely held by Roger S. Penske.
• Consortium Aggregate: Together with Mitsui's 13,322,205 shares (20.3%), the Investor Group controls 47,503,326 shares directly (72.3%) and may be deemed to share beneficial ownership of 47,655,705 shares (72.6%).

Financing & Deal Protections

• Equity Financing: Penske Corporation committed $600 million via an Equity Commitment Letter alongside a concurrent equity commitment from Mitsui Japan.
• Debt Financing: Debt commitments of up to $1.8 billion secured from JPMorgan, Bank of America, and Wells Fargo, reducible by senior subordinated notes or borrowings under the amended credit facility. The transaction is not subject to a financing condition.
• Termination Fees:
  • Buyer Termination Fee: $488 million payable to PAG under specified default/financing failure triggers.
  • Company Termination Fee: $383 million payable by PAG in the event of an adverse recommendation change or execution of a superior proposal.
• Guarantees: Limited guarantees provided by Penske Corporation and Mitsui Japan backing Buyer's payment obligations.

Closing Conditions

Consummation requires majority-of-the-minority approval (vote of disinterested stockholders excluding non-unaffiliated holders) in addition to overall majority common stock approval, antitrust clearances (HSR Act), and standard closing conditions, with an outside date of October 15, 2027.