Penske Automotive Group: enters merger agreement at $212.00 per share

What happened

• Penske Automotive Group, Inc. filed an 8-K reporting that on Oct 15, 2026 it entered into an Agreement and Plan of Merger with Motown Acquisition Corp. Under the Merger Agreement, Buyer will merge with and into the Company, with the Company surviving the Merger.
• The filing states that each share of Company common stock outstanding immediately prior to the effective time (other than excluded shares and properly perfected appraisal shares) will be converted into the right to receive $212.00 per share in cash. The Special Committee unanimously determined the Merger Agreement is advisable and the Board approved and resolved to submit the Merger Agreement for stockholder approval.
• The filing reports that, if consummated, the Company will be delisted from the NYSE and will become wholly owned by the investor group owned by Penske Corporation and Mitsui & Co., Ltd., with Penske Corporation expected to own approximately 64% and Mitsui expected to own approximately 36%.

Key details

• Merger consideration: $212.00 per share in cash; continued quarterly dividends through closing not to exceed $0.02 per share above the prior quarter, plus a pro-rated dividend for any partial quarter prior to closing.
• Financing: equity financing of up to $2,200,000,000 from Penske Corporation and Mitsui and debt financing of up to $1,800,000,000 (including bridge or senior subordinated notes) are expected to fund the aggregate Merger Consideration.
• Support: members of the investor group and certain affiliates who together own approximately 72.6% of outstanding shares entered into voting and support agreements to vote in favor of the Merger (subject to certain limitations).
• Termination fees and timing: Company termination fee of $383,000,000 and buyer reverse termination fee of $488,000,000 are specified; the Merger Agreement includes an outside date of Oct 15, 2027.

Why it may matter

• This Form 8-K reports Item 1.01 (entry into a material definitive agreement) describing the Merger Agreement and the cash consideration, Item 2.03 (creation of a direct financial obligation) in connection with the amendment to the U.S. credit agreement, Item 5.02 (as to treatment of equity awards) describing vesting and cash-out terms for equity awards, and Item 8.01 (other events) for the press release and related statements.
• The filing describes closing conditions, required stockholder approvals (including majority of outstanding shares and a majority of disinterested stockholder votes under Section 144 of the DGCL), regulatory approvals, and certain customary covenants, representations and conditions.
• The filing does not show why the insider traded or why the company acted.