Penske Automotive agrees to go private with Penske Corp. and Mitsui

What happened

Penske Automotive Group agreed on Thursday 15 October to be taken private by Motown Acquisition Corp., a company owned by its two largest shareholders, Penske Corporation and Mitsui & Co. ^{[1, 2]}

The company said the deal values it at an enterprise value, the worth of its shares plus its debt less cash, of about $16.3 billion. The buyers and their affiliates already own about 72.6 percent of the stock. After closing, Penske Corporation would own about 64 percent and Mitsui about 36 percent, the filing said. ^{[1, 2]}

Why it matters

The dealer group, which calls itself one of the world's premier automotive and commercial truck retailers, would leave the New York Stock Exchange and stop filing public reports. Its annual report showed $31.8 billion of revenue for 2025 and $935.4 million of net income for its shareholders. The company also owns 28.9 percent of Penske Transportation Solutions, the truck leasing business. ^{[1, 2, 6, 7]}

How the vote works

The merger needs two votes: a majority of all outstanding shares, and a majority of the votes cast by disinterested shareholders. That second count leaves out the buyer group, its directors and officers, the company's officers and the directors not on the special committee. ^{[1, 3]}

The buyer group, holding about 72.6 percent, signed agreements to vote for the deal, by the desk's arithmetic enough for the first count on its own. A special committee of independent directors negotiated the terms and recommended the deal unanimously. Its chair, David Hoogendoorn, said it 'determined that this transaction provided the greatest value for the Company's minority shareholders.' ^{[1, 2]}

The money and the fees

The buyer plans up to $2.2 billion of equity from Penske Corporation and Mitsui and up to $1.8 billion of debt committed by JPMorgan, Bank of America and Wells Fargo, with no financing condition. Penske Automotive would owe a $383.0 million fee if it left for a better offer or its board changed its recommendation. The buyer would owe $488.0 million if it breached the agreement or failed to close when required. ^[1]

How it got here

Penske Corporation and Mitsui made an unsolicited, non-binding proposal on Wednesday 22 July, and the board formed the special committee that day. Their letter said they would not proceed unless that committee approved. Mitsui first invested in the company in 2001, an employee notice said. ^{[4, 5, 9]}

WardsAuto reported in July that Penske Corporation held about 52 percent and Mitsui about 20.3 percent. The July letter put the combined stake at about 72.2 percent, counted on April's share total; the company's filings say 72.6 percent. Bloomberg reported a $16.3 billion deal, a figure the company gives as enterprise value, which counts debt as well as shares. ^{[1, 2, 7, 8, 9]}

What settles it next

Third quarter results come on Wednesday 28 October, with no conference call, and a proxy statement and a going-private statement are still to be filed before the special meeting. Closing also needs the federal antitrust waiting period to end and other listed regulatory approvals; the company said it expects to close in the first quarter of 2027. Either side may walk away if the deal has not closed by Friday 15 October 2027. ^{[1, 2, 3]}

Who it reaches

Penske Automotive Group (PAG) is direct: it signed the merger agreement. Its US credit line, whose lenders include Toyota Motor Credit, was amended to consent to the merger and to lend toward it. ^[1]