PAG

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Key Financial Metrics

Key Facts

• Penske Automotive Group entered into a definitive merger agreement to be acquired by Motown Acquisition Corp. for $212.00 per share in cash.
• The transaction is valued at approximately $13.9 billion based on shares outstanding.
• Penske Corporation committed $600 million in equity financing; total equity commitments from the investor group are $2.2 billion.
• Debt financing commitments of up to $1.8 billion have been obtained from JPMorgan, Bank of America, and Wells Fargo.
• The merger requires stockholder approval and regulatory clearances, with an outside date of October 15, 2027.
• A termination fee of $383 million is payable by the company under certain circumstances; Buyer would pay $488 million under certain conditions.
• The investor group (Penske Corporation, Penske Automotive Holdings Corp., Mitsui & Co., Ltd., and Mitsui & Co. (U.S.A.), Inc.) will roll over their existing stakes and retain a continuing equity interest in the surviving corporation.
• As of October 15, 2026, Penske Corporation beneficially owned 34,333,500 shares of Voting Common Stock, representing 52.3% of the outstanding shares.
• Including Mitsui's reported stake of 13,322,205 shares, the investor group directly holds 47,503,326 shares, representing 72.3% of the Voting Common Stock outstanding.
• The Special Committee of independent directors unanimously recommended the merger.

Financial Impact

Public shareholders receive $212.00 per share in cash, representing a substantial premium. Total equity value of the transaction is approximately $13.9 billion.

Risk Factors

• Stockholder approval may be delayed or blocked by regulatory clearances.
• Risk of a competing superior proposal emerging before the vote.
• Risk of the deal failing if stockholder approval is not obtained or if a material adverse effect occurs.

Investment Themes

Documents Analyzed

This report is based on 3 SEC documents filed with EDGAR.

US Market Status