8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 4, 2020

Penske Automotive Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-12297	22-3086739
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)
2555 Telegraph Road, Bloomfield Hills, Michigan		48302
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code:		248-648-2500
	Not Applicable
Former name or former address, if changed since last report

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Voting Common Stock, par value $0.0001 per share	PAG	New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On August 4, 2020, we agreed to issue and sell $550 million in aggregate principal amount 3.5% Senior Subordinated Notes due 2025 (the “Notes”) together with related guarantees by our domestic wholly owned subsidiaries (the “Guarantees” and, together with the Notes, the “Securities”) pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission (the “SEC”).  

The $550 million aggregate principal amount of Securities is expected to be issued on August 20, 2020, subject to customary closing conditions.   We intend to use the net proceeds to redeem our $550 million 5.75% Senior Subordinated Notes due 2022 on October 1, 2020.  In the interim, we intend to repay amounts outstanding under our U.S. credit agreement, to repay various floor plan debt, and for general corporate purposes.

On August 4, 2020, we filed with the SEC a Prospectus Supplement in connection with the public offering of the Securities.  A final Prospectus Supplement will be filed with the SEC within the time period required by U.S. securities laws and SEC rules.

A copy of the press release announcing the pricing of the $550 million aggregate principal amount of Securities is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

Exhibit 99.1     Press Release.

Exhibit Index

Exhibit No.	Description
99.1	Press Release.
104	Cover Page Interactive Data File (formatted as inline XBRL).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Penske Automotive Group, Inc.
August 4, 2020	By:	/s/ Shane M. Spradlin
		Name: Shane M. Spradlin
		Title: Executive Vice President

EX-99.1

	Exhibit 99.1 Press Release
	Penske Automotive Group, Inc., 2555 Telegraph Rd. Bloomfield Hills, MI 48302

FOR IMMEDIATE RELEASE

Penske Automotive Group Announces

Pricing of $550 Million Senior Subordinated Notes

BLOOMFIELD HILLS, MI, August 4, 2020 – Penske Automotive Group, Inc., (NYSE:PAG) a diversified international transportation services company, today announced that it intends to offer $550 million aggregate principal amount of fixed rate Senior Subordinated Notes due 2025 (the “2025 Notes”) at 3.5%. The sale of the 2025 Notes, which is subject to customary closing conditions, is expected to be completed on August 20, 2020.

The company intends to use the net proceeds of this offering to redeem its $550 million 5.75% Senior Subordinated Notes due 2022 on October 1, 2020. In the interim, we intend to repay amounts outstanding under our U.S. credit agreement, to repay various floor plan debt, and for general corporate purposes.

This offering is being made solely by means of a prospectus supplement and accompanying prospectus, which has been filed with the SEC. A copy of the prospectus for the offering may be obtained on the SEC’s website, www.sec.gov. Alternatively, you may request it by contacting BofA Securities, Inc., NC1-004-03-43, 200 North College Street, 3^rd floor, Charlotte NC 28255-0001, Attn: Prospectus Department, or by email at dg.prospectucs_requests@bofa.com, J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, Attn: Prospectus Department, 1155 Long Island Avenue, Edgewood, NY 11717, or telephone: 1-866-803-9204 or Wells Fargo Securities, LLC, 550 S. Tryon Street, 5^th Floor, Charlotte, NC 28202 Attn: Leveraged Syndicate or email IBCMDCMLSHYLeveragedSyndicate@wellsfargo.com or by facsimile at (704) 410-4874 (with such fax to be confirmed by telephone to (704) 410-4885).

This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, and shall not constitute an offer, solicitation or sale in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful.

Safe Harbor Statement

This press release contains forward-looking statements regarding the company’s proposed offering of the 2025 Notes. The forward-looking statements in this release are based on information available at the time the statements are made and/or management’s belief as of that time with respect to future events and involve risks and uncertainties that could cause actual results and outcomes to be materially different. These factors include, but are not limited to, successful negotiation of definitive documentation for the financing arrangement and satisfaction or waiver of all conditions to closing. The consummation of the transaction may also be impacted by the other risks and uncertainties detailed in the company’s filings with the SEC. While the company may elect to update forward-looking statements in the future, it specifically disclaims any obligation to do so, and therefore, you should not rely on these forward-looking statements as representing our views as of any date subsequent to today.

About Penske Automotive

Penske Automotive Group, Inc., (NYSE: PAG) headquartered in Bloomfield Hills, Michigan, is an international transportation services company that operates automotive and commercial truck dealerships principally in the United States, the United Kingdom, Canada, and Western Europe, and distributes commercial vehicles, diesel engines, gas engines, power systems and related parts and services principally in Australia and New Zealand. PAG is a member of the Fortune 500 and Russell 1000 indexes and is ranked among the World’s Most Admired Companies by Fortune Magazine. For additional information, visit the company’s website at www.penskeautomotive.com.

Inquiries should contact:

248-648-2810 jcarlson@penskeautomotive.com	248-648-2540 tpordon@penskeautomotive.com
J. D. Carlson Executive Vice President and Chief Financial Officer 248-648-2810 jcarlson@penskeautomotive.com	Anthony R. Pordon Executive Vice President Investor Relations and Corporate Development 248-648-2540 tpordon@penskeautomotive.com

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XML

Document and Entity Information	Aug. 04, 2020
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Aug. 04, 2020
Entity File Number	1-12297
Entity Registrant Name	Penske Automotive Group, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	22-3086739
Entity Address, Address Line One	2555 Telegraph Road
Entity Address, City or Town	Bloomfield Hills
Entity Address, State or Province	MI
Entity Address, Postal Zip Code	48302
City Area Code	248
Local Phone Number	648-2500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Voting Common Stock, par value $0.0001 per share
Trading Symbol	PAG
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001019849
Amendment Flag	false