{"schema_version":"secwatch.filing_event.v1","accession":"0001140361-26-039664","form_type":"8-K","ticker":"PAG","cik":"0001019849","company_name":"PENSKE AUTOMOTIVE GROUP, INC.","filed_at":"2026-10-15T10:59:40+00:00","discovered_at":"2026-10-15T11:05:00.392653+00:00","generated_at":"2026-10-15T11:06:04.479995+00:00","sec_items":["1.01","2.03","5.02","8.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.9,"calibrated_materiality_score":0.9,"confidence":"high","headline":"Penske Automotive to be taken private by Penske Corp and Mitsui for $212.00 per share in cash","bullets":["PAG to be acquired by Motown Acquisition Corp (owned by Penske Corp and Mitsui) for $212.00/share in cash; merger agreement dated Oct 15, 2026.","Investor Group owns ~72.6% of PAG shares; post-close PC and Mitsui expected to own ~64% and 36%; PAG will delist from NYSE and deregister.","Special Committee, advised by Moelis, unanimously found merger fair; Board approved with affiliated directors recused; requires majority of outstanding shares plus majority of disinterested votes.","Termination fees: $383.0M payable by PAG if it exits for a superior proposal; $488.0M reverse termination fee payable by Buyer if it breaches or fails to close.","Financing: up to $2.2B equity from PC/Mitsui; up to $1.8B debt from JPMorgan, BofA, Wells Fargo. U.S. credit agreement increased to $2.4B from $1.5B; $606.0M borrowings as of Oct 12, 2026."],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-26-039664","json":"https://secwatch.observer/filing/0001140361-26-039664.json","markdown":"https://secwatch.observer/filing/0001140361-26-039664.md","text":"https://secwatch.observer/filing/0001140361-26-039664.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1019849/000114036126039664/0001140361-26-039664-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1019849/000114036126039664/ef20083688_8k.htm"},"model":{"generated_by":"deepseek-v4.1-flash:cloud@v2","generated_at":"2026-10-15T11:06:04.479995+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}