Penske Corp 13D/A Details $600M Equity Commitment for $212/Share Penske Automotive Take-Private
PAG sits 51% above its 52-week low of $140.12.
Summary
Penske Corporation's amended 13D confirms its $600 million equity commitment, $498 million guarantee cap and voting support agreement for the $212.00-per-share cash take-private of Penske Automotive, first proposed at $210.00 on July 22, 2026.
Key Events · M&A and Partnerships · PAG
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Definitive $212/Share Take-Private Signed
Penske Automotive signed an Agreement and Plan of Merger with Motown Acquisition Corp., owned by Penske Corporation and Mitsui, under which each non-excluded share converts into $212.00 in cash — $2.00 above the $210.00 non-binding proposal disclosed July 22, 2026.
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Penske Commits $600M New Equity
Penske Corporation irrevocably committed $600 million of new cash equity to Buyer, alongside Mitsui's $1.6 billion commitment and up to $1.8 billion of committed debt from JPMorgan, Bank of America and Wells Fargo; the merger is not subject to any financing condition.
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Guarantee Capped at $498M
Penske Corporation's limited guarantee covers its Guarantor Percentage of the Buyer termination fee, Company Recovery Costs and related Buyer obligations, capped at its share of $498 million; the company would owe a $383 million termination fee and Buyer $488 million.
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72.3% of Shares Locked Up
Penske Corporation and Roger S. Penske report beneficial ownership of 34,333,500 shares (52.3%), and the Investor Group directly holds 47,503,326 shares (72.3%); Penske, Penske Automotive Holdings, Roger S. Penske and the Roger S. Penske Trust signed voting and support agreements to vote for the merger.
Analysis · PAG · Trade & Services
This is the Penske Corporation side of the take-private announced this morning: Penske has irrevocably committed $600 million of new cash equity to the acquisition vehicle, alongside Mitsui's $1.6 billion, with up to $1.8 billion of committed debt from JPMorgan, Bank of America and Wells Fargo. Penske also signed a limited guarantee capped at its share of $498 million and a voting and support agreement locking up its 52.3% stake, while the Investor Group directly holds 72.3% of the shares. Because the deal is not subject to a financing condition, the most common reason announced buyouts fall apart is removed. What remains is the dual stockholder vote — a majority of all outstanding shares plus a majority of disinterested shares under DGCL Section 144 — and HSR clearance, with closing targeted for Q1 2027 and an Outside Date of October 15, 2027. The $212.00 cash price is $2.00 above the $210.00 non-binding proposal from July 22, 2026, and the $383 million company break fee versus the $488 million buyer break fee tilts the termination economics toward completion.
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 $211.68 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.