Penske Automotive Group Enters Material Definitive Agreement

TL;DR

Penske Automotive just signed a big deal, details TBD.

AI Summary

Penske Automotive Group, Inc. announced on December 2, 2024, that it has entered into a material definitive agreement. The filing does not disclose the specific details of this agreement, but it is classified under Item 1.01, which pertains to the entry into a material definitive agreement.

Why It Matters

This filing indicates a significant new business development for Penske Automotive Group, potentially impacting its future operations and financial performance.

Risk Assessment

Risk Level: medium — The lack of specific details in the 8-K filing regarding the material definitive agreement introduces uncertainty about its nature and potential impact.

Key Players & Entities

• Penske Automotive Group, Inc. (company) — Registrant
• December 2, 2024 (date) — Date of Earliest Event Reported
• 2555 Telegraph Road (location) — Principal Executive Offices Address
• Bloomfield Hills (location) — Principal Executive Offices City
• Michigan (location) — Principal Executive Offices State
• 48302 (location) — Principal Executive Offices ZIP Code
• 248-648-2500 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.0001 — istered Voting Common Stock, par value $0.0001 per share PAG New York Stock Exchange
• $1.2 billion — se the facility borrowing capacity from $1.2 billion to $1.5 billion. As amended, the U.S.
• $1.5 billion — borrowing capacity from $1.2 billion to $1.5 billion. As amended, the U.S. Credit Agreemen
• $75.0 million — poses, and provides up to an additional $75.0 million of letters of credit. The U.S. Credit A
• $400.0 million — dit Agreement provides for a maximum of $400.0 million of borrowings for foreign acquisitions

Filing Documents

• pag-20241202.htm (8-K) — 33KB
• exhibit4-1.htm (EX-4.1) — 845KB
• capture.jpg (GRAPHIC) — 69KB
• 0001019849-24-000132.txt ( ) — 1216KB
• pag-20241202.xsd (EX-101.SCH) — 2KB
• pag-20241202_lab.xml (EX-101.LAB) — 21KB
• pag-20241202_pre.xml (EX-101.PRE) — 12KB
• pag-20241202_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On December 2, 2024, we entered into the Eleventh Amendment (the "Amendment") to our U.S. credit agreement with Mercedes-Benz Financial Services USA LLC, Toyota Motor Credit Corporation and Daimler Truck Financial Services USA LLC (as amended, the "U.S. Credit Agreement") principally to increase the facility borrowing capacity from $1.2 billion to $1.5 billion. As amended, the U.S. Credit Agreement provides for up to $1.5 billion in revolving loans for working capital, acquisitions, capital expenditures, investments and other general corporate purposes, and provides up to an additional $75.0 million of letters of credit. The U.S. Credit Agreement provides for a maximum of $400.0 million of borrowings for foreign acquisitions and expires on September 30, 2027. The interest rate on revolving loans is based on an adjusted Secured Overnight Financing Rate (SOFR) plus 1.50%, with uncollateralized borrowings in excess of a defined borrowing base bearing interest at adjusted SOFR plus 2.00%. The U.S. Credit Agreement is fully and unconditionally guaranteed on a joint and several basis by substantially all of our U.S. subsidiaries and contains a number of significant operating covenants that, among other things, restrict our ability to dispose of assets, incur additional indebtedness, repay certain other indebtedness, pay dividends, create liens on assets, make investments or acquisitions, and engage in mergers or consolidations. We are also required to comply with specified financial and other tests and ratios, each as defined in the U.S. Credit Agreement, including a ratio of current assets to current liabilities, a fixed charge coverage ratio, a ratio of debt to stockholders' equity, and a ratio of debt to earnings before interest, taxes, depreciation, and amortization ("EBITDA"). A breach of these requirements would give rise to certain remedies under the U.S. Credit Agreement, the most severe of which is the t

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Index Exhibit No. Description 4.1 Eleventh Amendment to the Fifth Amended and Restated Credit Agreement dated December 2, 2024, among us, Mercedes-Benz Financial Services USA LLC, Toyota Motor Credit Corporation and Daimler Truck Financial Services USA, LLC, which includes a Conformed Copy of the Fifth Amended and Restated Credit Agreement and all amendments thereto attached as Exhibit A. 104 Cover Page Interactive Data File (formatted as inline XBRL).

SIGNATURES

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. December 3, 2024 By: /s/ Shane M. Spradlin Name: Shane M. Spradlin Title: Executive Vice President