# Penske Automotive Group (PAG): Penske and Mitsui agree a $212-a-share cash deal to take it private > Penske Automotive Group, one of the world's biggest car and truck dealership companies, agreed on 15 October 2026 to be bought out by its two largest… - URL: https://centiview.com/post/penske-automotive-group-pag-penske-and-mitsui-agree-212-a-share-cash-deal-to-take-it-private - Published: 2026-10-19T00:10:00.000Z - Sectors: Consumer & Retail - Region: US - Ticker: PAG - Sentiment (opinion, not a recommendation): neutral - Publisher: Centiview (Persie Ltd, London) - General information only, not financial advice Penske Automotive Group, one of the world's biggest car and truck dealership companies, agreed on 15 October 2026 to be bought out by its two largest shareholders, Penske Corporation and Mitsui & Co. They will pay $212 in cash for each share they do not already own, a deal worth about $16.3bn including debt, and expect to finish in the first quarter of 2027. ## What happened On Thursday 15 October 2026 Penske Automotive Group (PAG) announced a merger agreement with Motown Acquisition Corp., a company set up by Penske Corporation, the private firm run by chairman and chief executive Roger Penske, and Mitsui & Co., the Japanese trading house. Public shareholders will receive $212.00 per share in cash. The two buyers already own about 72.6% of the shares between them, so this is a "controller buyout": the people who already control a company buy out the minority holders and take it off the stock market. After closing, Penske Corporation would own about 64% and Mitsui about 36%, and the shares would stop trading on the New York Stock Exchange. The deal began with an unsolicited proposal on 22 July 2026 at $210 per share, which the company called preliminary and non-binding. Because the buyers sit on both sides of the table, the board handed the review to a special committee of independent directors chaired by David Hoogendoorn. On 10 August the committee named Moelis & Company as its financial adviser and Paul, Weiss as its lawyers. The final price is $2 higher than the first offer, a rise of about 1%. According to the company's press release, the committee unanimously recommended the deal and the board then approved it. ## The numbers, explained The $212 price is 8.6% above the closing price on 21 July, the last trading day before the proposal became public, and 8.84% above the close on 14 October, according to the company's release. Working backwards, that implies closing prices of about $195.2 on 21 July and $194.8 on 14 October (212 divided by 1.086 and by 1.0884); these are our calculations, not figures the company published. The release also says the price is 20.09% above the average price weighted by trading volume (VWAP) over the 60 trading days to 21 July and 26.17% above the 90-day figure. A premium is simply how much more a buyer pays than the market price, and it is usually measured against a price that was not yet affected by deal talk. The headline $16.3bn is enterprise value, meaning the price of the shares plus the company's net debt, so it is larger than the cost of the shares alone. Ward's Auto reports that the cash needed to buy the shares the buyers do not own is about $3.9bn. Our working: $3.9bn divided by $212 is about 18.4m shares, roughly 28% of the 65.7m average shares PAG reported for the second quarter. The 8-K says 72.6% is already held by the buyers, leaving about 27.4%, so the two estimates agree to within rounding and share-count timing. The funding is up to $2.2bn of equity from Penske Corporation and Mitsui, plus up to $1.8bn of debt committed by JPMorgan, Bank of America and Wells Fargo: $4.0bn in total, enough to cover $3.9bn, and the deal has no financing condition, so it cannot be called off just because money is hard to raise. Two break fees are written into the agreement. PAG would owe $383.0m in some cases, such as ending the deal to accept a better rival offer, and the buyer would owe PAG $488.0m if it breaches the agreement or fails to close when required. A break fee is a penalty that makes walking away costly. Our working: against about $13.9bn for all shares (65.7m times $212), they equal roughly 2.8% and 3.5%. The larger fee falling on the buyer is our reading of a protection for minority holders, since it makes the promise to complete more credible. ## Why it matters PAG earns its money mainly by selling and servicing vehicles. In the second quarter of 2026 (reported on 29 July), total revenue was $8,512.7m against $8,032.5m a year earlier, up 6.0% (an increase of $480.2m). Retail automotive, its franchised car dealerships, brought in $7,301.0m, about 86% of sales; retail commercial truck, mainly Freightliner dealerships in North America, brought in $927.8m, down 1.7%; and commercial vehicle distribution and other, mostly in Australia and New Zealand, rose 41.1% to $283.9m. It had 362 franchised dealerships at 30 June, 146 in the US and 216 elsewhere, mostly in the UK, and it owns 28.9% of Penske Transportation Solutions, the truck leasing and rental group. Profit did not keep pace with sales. On the US accounting basis (GAAP), net income attributable to common stockholders was $260.4m against $266.6m, down 2.3%, and profit per share was $3.96 against $4.03, down 1.7%. Excluding a roughly $30.5m gain on selling dealerships, the company's adjusted profit per share was $3.62, and adjusted profit about $237.7m. Our working: net profit was 3.1% of sales, against 3.3% a year earlier (260.4 divided by 8,512.7, and 266.6 divided by 8,032.5), and gross profit as a share of sales slipped from 16.8% to 15.9%. In plain terms, PAG sold more cars (125,401 new and used units, up 4.6% from 119,866) but kept slightly less from each dollar of sales. Nothing changes for customers at the showroom, and for rivals the deal shows two large owners valuing a dealership group on thin margins. ## What to watch next The facts that are scheduled are few. PAG will report third-quarter 2026 results on 28 October 2026 before the market opens, and the company says it will not hold an earnings call. The deal still needs approval from a majority of all outstanding shares and from a majority of the votes cast by "disinterested" (unaffiliated) stockholders, as well as regulatory clearances. The buyer group, holding about 72.6%, has agreed to vote in favour, so the second vote is the one outside shareholders decide. The company expects to close in the first quarter of 2027, and the agreement's outside date, the last day either side can normally walk away, is 15 October 2027. Until closing, PAG will keep paying its regular quarterly dividend (raised to $1.44 a share in July), with any rise limited to $0.02. We could not find the share price's reaction after the announcement in the sources we read, so we do not report it. We make no forecast about the vote. - Take-private: a company's shares are bought up and removed from the stock market, so it becomes privately owned. - Enterprise value: the value of a company's shares plus its net debt. - VWAP: the average share price over a period, weighted by how much traded at each price. > **Why it matters** The people who already control one of the world's largest car dealership groups are paying $212 a share to buy out everyone else, a rare chance to see how insiders and independent directors agree a price. > **What we verified** From PAG's 15 October 2026 press release and 8-K (USD, GAAP unless stated): $212.00 cash per share; about $16.3bn enterprise value; premiums 8.6% to 21 July close and 8.84% to 14 October close; ownership about 64% Penske and 36% Mitsui after closing; $383.0m company and $488.0m buyer break fees; up to $2.2bn equity and $1.8bn debt; investor group about 72.6%; outside date 15 October 2027 (price, enterprise value, ownership, timing and financing also confirmed by Ward's Auto, Dealership Guy and Truck News). Q2 figures are from PAG's 29 July 2026 release (SEC 8-K): revenue $8,512.7m vs $8,032.5m; net income $260.4m vs $266.6m; EPS $3.96 vs $4.03. Percentages, implied prices and share estimates are our own calculations. The $3.9bn cost of the minority stake is from Ward's Auto and Dealership Guy; Ward's puts the unowned share at 27.8%, the 8-K implies 27.4%. ### Sources - [PAG press release on the merger agreement, SEC 8-K Exhibit 99.1 (15 Oct 2026)](https://www.sec.gov/Archives/edgar/data/0001019849/000114036126039664/ef20083688_ex99-1.htm) - [PAG Form 8-K on the merger agreement (15 Oct 2026)](https://www.sec.gov/Archives/edgar/data/0001019849/000114036126039664/ef20083688_8k.htm) - [PAG second-quarter 2026 results, SEC 8-K Exhibit 99.1 (29 Jul 2026)](https://www.sec.gov/Archives/edgar/data/0001019849/000162828026050469/q226exhibit99_1.htm) - [Penske Automotive goes private at $16.3B valuation (Ward's Auto)](https://www.wardsauto.com/news/penske-automotive-goes-private-at-163b-valuation/833132/) - [Penske Corp. and Mitsui to take Penske Automotive Group private (Dealership Guy)](https://news.dealershipguy.com/p/penske-corp-and-mitsui-to-take-penske-automotive-group-private-at-16-3-billion-enterprise-value) - [Penske Automotive Group to go private in $16.3-billion deal (Truck News)](https://www.trucknews.com/equipment/penske-automotive-group-to-go-private-in-16-3-billion-deal/1003223526/)