UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

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

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Penske Automotive Group, Inc.

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(Exact name of registrant as specified in its charter)

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

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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:

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☐  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))

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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).

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Emerging growth company ☐

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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. ☐

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Item 8.01 Other Events.

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On May 25, 2021, we agreed to issue and sell $500 million in aggregate principal amount of 3.75% Senior Subordinated Notes due 2029 (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”).  

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The $500 million aggregate principal amount of Securities are expected to be issued on June 15, 2021, subject to customary closing conditions.   We intend to use the net proceeds to redeem our $500 million 5.5% senior subordinated notes due 2026 on June 24, 2021.  In the interim, we intend to repay amounts outstanding under our U.S. credit agreement, to repay various floor plan debt, and for general working capital purposes.

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On May 25, 2021, we filed with the SEC a Prospectus Supplement dated May 25, 2021 in connection with the public offering of the Notes.  A final Prospectus Supplement will be filed with the SEC within the time period required by U.S. securities laws and SEC rules.

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A copy of the press release announcing the pricing of the $500 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.

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Item 9.01 Financial Statements and Exhibits.

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(d) Exhibits

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Exhibit Index

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SIGNATURES

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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.

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