Penske Automotive Group is going private. On Thursday, October 15, the dealership giant (NYSE: PAG) agreed to be bought out by its controlling shareholders, Roger Penske's Penske Corporation and Japan's Mitsui & Co., for $212 a share in cash in a deal valued at about $16.3 billion.
The deal is expected to close in the first quarter of 2027. After that, PAG shares will stop trading on the New York Stock Exchange.
The deal at a glance
| Buyer | Motown Acquisition Corp., owned by Penske Corp. and Mitsui & Co. |
| Price | $212 per share in cash |
| Premium | 8.84% over the Oct. 14 close; about 20% over the 60-day average before the July offer |
| Deal value | About $16.3 billion (enterprise value, including debt) |
| First offer | $210 per share, in July 2026 |
| Ownership after closing | Penske Corp. about 64%, Mitsui about 36% |
| Financing | Up to $2.2B equity; $1.8B committed debt (JPMorgan, Bank of America, Wells Fargo) |
| Break fees | $383M payable by PAG; $488M reverse fee payable by the buyers |
| Expected close | First quarter of 2027 |
Who is buying Penske Automotive Group?
The buyer is Motown Acquisition Corp., a company formed for the deal and owned by Penske Corp. and Mitsui. The two already control PAG; together they are buying out the roughly 28% held by public shareholders, according to the Dealership Guy industry newsletter. After the deal, Penske Corp. will own about 64% and Mitsui about 36%.
"This transaction marks an important next chapter for PAG," said Roger Penske, the company's chair and CEO. He pointed to the long partnership with Mitsui: "Mitsui has been a shareholder for 25 years, and we have had a productive relationship over the past quarter-century."
What happens to PAG shareholders?
Shareholders outside the buyer group get $212 a share in cash when the deal closes. The stock jumped more than 8% before the market opened on Thursday.
The price came out of negotiations. Penske and Mitsui first offered $210 in July, and a special committee of independent directors, advised by Moelis & Company, negotiated it up to $212 and unanimously recommended the deal. "The transaction provided the greatest value" for minority shareholders, said committee chair David Hoogendoorn.
Until closing, PAG keeps paying its quarterly dividend, including $1.46 a share on December 1 to holders of record on November 13. Its third-quarter results will still come out on October 28, but the earnings call has been cancelled.
This is not investment advice.
Does the deal still need approval?
Yes. Besides regulators, it needs a majority vote of the shareholders who are not affiliated with Penske or Mitsui. Stephens analyst Jeff Lick called it a "controller buyout" and said that vote is the main remaining hurdle. Because those holders own only about 28%, an investor could in theory buy around 14% of the shares to gain leverage before the vote. "We see this as unlikely, but it's worth knowing," Lick wrote. Stephens rates PAG equal-weight with a $210 price target.
How big is Penske Automotive?
According to its most recent quarterly filing, as of June 30, 2026 the Bloomfield Hills, Michigan, company operated:
- 362 franchised car dealerships: 146 in the U.S. and 216 abroad, mostly in the U.K.
- 13 used-car dealerships, including CarShop stores
- Premier Truck Group: 45 heavy- and medium-duty truck locations, mainly selling Freightliner and Western Star, across 10 U.S. states and Ontario and Manitoba
- Commercial vehicle and power-systems distribution, mainly in Australia and New Zealand
- A 28.9% stake in Penske Transportation Solutions, parent of Penske Truck Leasing, which manages more than 373,600 trucks, tractors and trailers
Its dealerships also operate in Canada, Germany, Italy and Japan.
What changes for customers and employees?
No changes to dealerships, brands, management or staff have been announced. What changes is ownership: once the deal closes, the company will no longer have public shareholders or report results to Wall Street every quarter.
For rival dealers, little should change. "Your competition is already your competition in your local market," George Karolis of the Presidio Group, a dealership M&A adviser, said in comments reported by Dealership Guy.
Team Penske and Penske Entertainment, which owns the Indianapolis Motor Speedway and IndyCar, are separate and are not part of the deal.
What to watch
The shareholder vote. It needs a majority of the unaffiliated shares, and the date has not been set.
Q3 results on October 28. The last few public reports before the company leaves the market.
Closing in early 2027, after which PAG leaves the New York Stock Exchange.
Published Sunday, October 18, 2026. Deal terms are from the companies' October 15 announcement as reported by CNBC, Investing.com, Truck News and Dealership Guy; company figures are from Penske Automotive Group's quarterly filing for the period ended June 30, 2026.
