Penske Automotive to Go Private in $16.3 Billion Deal With Penske Corporation and Mitsui

Penske Automotive Group has agreed to be taken private by Penske Corporation and Mitsui & Co. in a deal valuing the auto retailer at roughly $16.3 billion in enterprise value, with minority shareholders set to receive $212.00 per share in cash, according to a company announcement distributed via PR Newswire.

Deal Terms and Ownership Split

Under the merger agreement, Penske Automotive shares will be acquired by Motown Acquisition Corp., an entity owned jointly by Penske Corporation and Mitsui. Holders other than Penske Corporation, Mitsui and other members of the investor group will be cashed out at $212.00 per share, the company said in the release.

Once the transaction closes, Penske Automotive will become a privately held company owned approximately 64% by Penske Corporation and 36% by Mitsui, according to the announcement. By our calculation, that is a 28 percentage-point gap between the two owners (64 minus 36), or Penske Corporation holding roughly 78% more of the equity than Mitsui (28 divided by 36, multiplied by 100).

Approval Conditions and Timeline

The company said it expects the deal to close in the first quarter of 2027, subject to closing conditions that include regulatory approvals. Those conditions also require the affirmative vote of holders of a majority of the company's outstanding shares entitled to vote, as well as a separate approval by a majority of the votes cast by unaffiliated stockholders, as defined in the merger agreement, per the release.

A special committee made up of independent and disinterested directors, advised by its own legal and financial advisers, unanimously recommended the transaction, and the full board approved it on that recommendation, the company said. Special Committee Chair David Hoogendoorn said the committee "thoroughly reviewed the proposal and considered the benefits of the transaction as compared to continuing as a public company, and determined that this transaction provided the greatest value for the Company's minority shareholders," according to the announcement. Roger Penske, the company's chair and CEO, described the deal as marking "an important next chapter for PAG," pointing to Mitsui's 25 years as a shareholder and what he called a "productive relationship over the past quarter-century," per the release.

Financing and Dividends

Penske Automotive said the transaction is not subject to a financing condition. At the same time, the company's own risk disclosures in the release flag the possibility that the buyer's committed debt financing will not be available. By our reading, that is cautionary risk-factor language of the kind customary in merger disclosures, and the release does not describe any financing shortfall.

Through closing, the company said it expects to continue paying regular quarterly cash dividends, capped at no more than $0.02 per share above the prior quarter's declared dividend, plus a pro-rated dividend for any partial quarter before the deal closes.

Where Shares Have Traded

Market pricing ahead of the definitive agreement at times exceeded the eventual deal terms. In July 2026, Penske Automotive shares jumped 11.3% to $217.17, a level above the $212 per-share price later agreed, according to AlphaStreet. At that time, AlphaStreet noted that with the stock trading above the proposed acquisition price, investors appeared to be betting on either a sweetened offer or additional bidders entering the process. The definitive merger agreement announced in October 2026 set the price at $212.00 per share; the July figures cited here predate that agreement and do not reflect current trading levels.

Following the closing of the transaction, Penske Automotive's shares will no longer be traded or listed on the New York Stock Exchange, the company said.

Advisers and Next Public Disclosure

Moelis & Company is acting as exclusive financial adviser to the special committee, with Paul, Weiss, Rifkind, Wharton & Garrison serving as its legal counsel, according to the release. The company itself is represented by Freshfields. Jones Day is legal counsel to Penske Corporation, with BofA Securities, J.P. Morgan Securities and Wells Fargo Securities acting as its financial advisers. Debevoise & Plimpton is legal counsel to Mitsui.

Penske Automotive said it will issue third-quarter 2026 financial results on October 28, 2026, before the market opens, but will not host an earnings conference call because of the announced transaction.

Business Context

Penske Automotive operates dealerships across seven countries and employs more than 28,900 people worldwide, according to the company. It also owns 28.9% of Penske Transportation Solutions. Penske Truck Leasing, the partnership behind that business, is owned 41.1% by Penske Corporation, 28.9% by Penske Automotive and 30.0% by Mitsui, according to a regulatory filing cited by StockTitan.

The take-private announcement follows a related-party transaction disclosed on November 19, 2025, in which Penske Automotive bought Penske Motor Group for an aggregate purchase price of $519,423,000, per the StockTitan-cited filing. The seller, the holding company for Penske Motor Group and four dealerships, was owned 25.65% by a wholly owned Penske Corporation subsidiary and 69.35% by an entity affiliated with Penske Automotive board vice chair Greg Penske, with the remaining 5% held by another named individual in the filing.

Bottom Line

The $212-a-share, roughly $16.3 billion agreement would end Penske Automotive's run as a publicly traded company, shifting ownership to Penske Corporation and Mitsui, both existing shareholders, in an approximate 64/36 split. The deal carries a separate minority-shareholder approval requirement on top of the majority vote of outstanding shares, is not subject to a financing condition, and caps dividend increases through closing at $0.02 per share per quarter. It also follows a stretch in which the shares traded above the eventual deal price, a gap that the shareholder vote and regulatory review process will now test ahead of an expected first-quarter 2027 close.