Mitsui 13D/A Details $1.6B Equity Commitment and $498M Guarantee for $212/Share Penske Take-Private
PAG sits 51% above its 52-week low of $140.12.
Summary
Mitsui's amended 13D confirms its role in the $212.00-per-share take-private of Penske Automotive, disclosing a $1.6 billion equity commitment, a $498 million guarantee cap, and a support agreement covering its 20.3% stake. Announced today, the deal still requires stockholder and regulatory approval and is targeted to close in Q1 2027.
Key Events · M&A and Partnerships · PAG
-
Definitive $212/Share Take-Private Signed
Penske Corporation and Mitsui will acquire all shares they do not already own for $212.00 in cash; the deal values the company at roughly $16.3 billion enterprise value and takes it private.
-
Mitsui Commits $1.6 Billion Equity
Mitsui Japan irrevocably committed $1.6 billion to the acquisition vehicle, alongside Penske Corporation's co-investor commitment and up to $1.8 billion of committed debt from JPMorgan, Bank of America and Wells Fargo.
-
Mitsui Guarantee Capped at $498 Million
Mitsui's limited guarantee covers its percentage of the Buyer termination fee and related obligations, capped at its share of $498 million; the Company would owe a $383 million termination fee in specified circumstances.
-
20.3% Stake Locked Up for the Deal
Mitsui's voting and support agreement covers its 13,322,205 shares (about 20.3% of the 65,662,873 shares outstanding as of July 16, 2026) and includes an appraisal-rights waiver; the investor group overall holds roughly 72.6% support.
Analysis · PAG · Trade & Services
This is the Mitsui side of the take-private deal announced this morning: Penske Corporation and Mitsui will buy the Penske Automotive shares they don't already own for $212.00 a share in cash, taking the company private. Hard numbers on Mitsui's role are now on the table — a $1.6 billion irrevocable equity commitment, a limited guarantee capped at its share of $498 million, and a voting/support agreement locking up its 13,322,205 shares (about 20.3% of the company) in favor of the deal, including a waiver of appraisal rights. The filing also discloses the Interim Investors Agreement that governs how the two buyers run the acquisition vehicle: a three-person board (two Penske designees, one Mitsui designee), joint consent for major decisions, and how termination fees and regulatory costs get split. Approval still requires a majority of all shares plus a majority of disinterested shares under Delaware law, and the deal is not subject to a financing condition — the buyers say the money is committed. Closing is targeted for Q1 2027, with an outside date of October 15, 2027. For holders, the practical takeaway is that the $212 price is now backed by signed commitments and a locked-up 20.3% block, which lowers execution risk on the buyer side; the remaining variables are the stockholder vote and regulatory clearance.
How filings like this one have moved
In the 30 days to Oct 15, 2026, 46.5% of the 301 measured filings Wiseek scored 9 moved their stock by 5% or more by the next session's close. The median move was -0.48%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, PAG was trading at $211.30 on NYSE in the Trade & Services sector, with a market capitalization of approximately $12.8B. The 52-week trading range was $140.12 to $227.00. This filing was assessed with positive market sentiment and an importance score of 9 out of 10.