Penske Automotive Group, Inc.
A retailer of new and used cars and commercial trucks, Penske Automotive Group runs hundreds of dealerships across the US, Canada, Europe, and beyond, selling premium brands like Audi, BMW, Ferrari, and Porsche. It grew out of United Auto Group, founded in 1990, and took the Penske name in 2007 after racing legend Roger Penske took charge. Penske, nicknamed "The Captain," is a former race car driver who also fields one of motorsports' most successful teams.
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following after the final paragraph thereof: On July 22, 2026, the Investor Group submitted a non-binding proposal (the "Proposal") to the Board of Directors of the Company (the "Board") to acquire all of the outstanding Voting Common Stock, other than Voting Common Stock owned by the Investor Group, for $210.00 per share of Voting Common Stock in cash. The Reporting Persons anticipate that the Board will appoint a special committee consisting solely of disinterested and independent directors (a "Special Committee"), engage its own advisors, consider the Proposal with the assistance of such advisors, engage in discussions and negotiations with the Investor Group and potentially make a recommendation to the Board regarding the Proposal. Any agreement regarding the Proposal would require the approval of a Special Committee. The Investor Group stated in the Proposal that the members of the Investor Group, in their capacity as stockholders of the Company, are not interested in selling their shares of Voting Common Stock, including in connection with an alternative sale, merger or similar transaction involving the Company, and intend to remain as long-term stockholders of the Company, regardless of the outcome of the Proposal. If a transaction contemplated by the Proposal is ultimately consummated, the Voting Common Stock would be delisted from the New York Stock Exchange and deregistered under the Act. The foregoing description of the Proposal is qualified in its entirety by the full text of the Proposal, which is attached hereto as Exhibit 32 and incorporated herein by reference. While the Proposal is subject to negotiation with a Special Committee, should it be formed and engage with the Investor Group, the Reporting Persons and their affiliates and representatives may, directly or indirectly, take such additional steps as they may deem appropriate to further the Proposal or otherwise to support their investment in the Company, including, without limitation, responding to inquiries from the Company, the Board or a Special Committee (or its independent legal and financial advisors) or their representatives and engaging in discussions and negotiations regarding the Proposal with such persons. The Reporting Persons do not intend to update or provide additional disclosures regarding the Proposal or the transactions contemplated thereby until a definitive agreement has been entered into, or unless disclosure is otherwise required under applicable U.S. securities laws. The Investor Group also expects to engage in discussions and negotiations with potential financing sources and enter into one or more definitive debt commitment letters with third parties. The Proposal does not create any legal obligations, and no such obligations will arise unless and until definitive transaction documentation with the Company has been executed and delivered. No assurances can be given (a) that the Proposal will be accepted by a Special Committee, (b) that any definitive agreement will be entered into with respect to the transaction contemplated by the Proposal or any other potential transaction involving any member of the Investor Group and the Company, (c) if any such transaction is undertaken, as to its ultimate terms or timing, or (d) that any such transaction will be consummated. The Proposal is non-binding and the Investor Group reserves the right to modify or withdraw the Proposal at any time. The Proposal may result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, including, without limitation, an acquisition of additional securities (including Voting Common Stock) of the Company, an extraordinary corporate transaction (such as a merger) involving the Company, a delisting of the Voting Common Stock from the New York Stock Exchange and other material changes in the Company's business or corporate structure. The Reporting Persons will continue to regularly review and assess their investment in the Company and, depending on market conditions and other factors, reserve the right to, at any time, engage in, and to formulate other plans or make other proposals (and engage advisers to assess the merits of such other plans or other proposals) and to modify or withdraw any such plan or proposal at any time, which could result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following after the final paragraph thereof: On July 22, 2026, the Investor Group submitted a non-binding proposal (the "Proposal") to the Board of Directors of the Company (the "Board") to acquire all of the outstanding Voting Common Stock, other than Voting Common Stock owned by the Investor Group, for $210.00 per share of Voting Common Stock in cash. The Reporting Persons anticipate that the Board will appoint a special committee consisting solely of disinterested and independent directors (a "Special Committee"), engage its own advisors, consider the Proposal with the assistance of such advisors, engage in discussions and negotiations with the Investor Group and potentially make a recommendation to the Board regarding the Proposal. Any agreement regarding the Proposal would require the approval of a Special Committee. The Investor Group stated in the Proposal that the members of the Investor Group, in their capacity as stockholders of the Company, are not interested in selling their shares of Voting Common Stock, including in connection with an alternative sale, merger or similar transaction involving the Company, and intend to remain as long-term stockholders of the Company, regardless of the outcome of the Proposal. If a transaction contemplated by the Proposal is ultimately consummated, the Voting Common Stock would be delisted from the New York Stock Exchange and deregistered under the Act. The foregoing description of the Proposal is qualified in its entirety by the full text of the Proposal, which is attached hereto as Exhibit 32 and incorporated herein by reference. While the Proposal is subject to negotiation with a Special Committee, should it be formed and engage with the Investor Group, the Reporting Persons and their affiliates and representatives may, directly or indirectly, take such additional steps as they may deem appropriate to further the Proposal or otherwise to support their investment in the Company, including, without limitation, responding to inquiries from the Company, the Board or a Special Committee (or its independent legal and financial advisors) or their representatives and engaging in discussions and negotiations regarding the Proposal with such persons. The Reporting Persons do not intend to update or provide additional disclosures regarding the Proposal or the transactions contemplated thereby until a definitive agreement has been entered into, or unless disclosure is otherwise required under applicable U.S. securities laws. The Investor Group also expects to engage in discussions and negotiations with potential financing sources and enter into one or more definitive debt commitment letters with third parties. The Proposal does not create any legal obligations, and no such obligations will arise unless and until definitive transaction documentation with the Company has been executed and delivered. No assurances can be given (a) that the Proposal will be accepted by a Special Committee, (b) that any definitive agreement will be entered into with respect to the transaction contemplated by the Proposal or any other potential transaction involving any member of the Investor Group and the Company, (c) if any such transaction is undertaken, as to its ultimate terms or timing, or (d) that any such transaction will be consummated. The Proposal is non-binding and the Investor Group reserves the right to modify or withdraw the Proposal at any time. The Proposal may result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, including, without limitation, an acquisition of additional securities (including Voting Common Stock) of the Company, an extraordinary corporate transaction (such as a merger) involving the Company, a delisting of the Voting Common Stock from the New York Stock Exchange and other material changes in the Company's business or corporate structure. The Reporting Persons will continue to regularly review and assess their investment in the Company and, depending on market conditions and other factors, reserve the right to, at any time, engage in, and to formulate other plans or make other proposals (and engage advisers to assess the merits of such other plans or other proposals) and to modify or withdraw any such plan or proposal at any time, which could result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 4 of the Statement is hereby amended and supplemented as follows: On July 22, 2026, the PC-Mitsui Investors submitted a non-binding proposal (the "Proposal") to the board of directors of the Issuer (the "Board") to acquire all of the outstanding shares of Common Stock of the Issuer not owned by the PC-Mitsui Investors for $210.00 per share of Common Stock in cash consideration. In Amendment No. 32 to Schedule 13D filed on January 24, 2024 ("Amendment 32") by Penske Corporation and Roger S. Penske (together with Penske Corporation, the "Penske Parties"), the Penske Parties together reported beneficial ownership of 34,427,877 shares of Common Stock. Including the shares of Common Stock reported by the Penske Parties under Amendment 32, the Penske Parties and the Reporting Persons would collectively beneficially own 47,750,082 shares of Common Stock, representing approximately 72.6% of the Common Stock issued and outstanding. The PC-Mitsui Investors directly hold 47,503,326 shares of Common Stock, representing approximately 72.2% of the Common Stock issued and outstanding. The PC-Mitsui Investors expect that the Proposal will be reviewed, as is customary, by a duly appointed special committee of disinterested and independent directors of the Board (the "Special Committee"), advised by independent legal and financial advisers. The PC-Mitsui Investors stated in the Proposal that they are not interested in selling their shares of Common Stock and intend to remain as long-term stockholders of the Issuer, regardless of the outcome of the Proposal. Any agreement regarding the Proposal would require the approval of the Special Committee. The Proposal does not create any legal obligations and no such obligations will arise unless and until definitive transaction documentation with the Issuer has been executed and delivered. No binding obligation on the part of the Reporting Persons or any of their affiliates will arise with respect to the filing of this Amendment No. 14. While the Proposal remains under consideration by the Board or any duly appointed committee of the Board, the Reporting Persons and their affiliates expect to respond to inquiries from, and negotiate the terms of the Proposal with, the Board, or any duly appointed committee of the Board, and any of their respective representatives. The Reporting Persons do not intend to provide additional disclosures regarding the Proposal until a definitive agreement has been reached or unless disclosure is otherwise required under applicable U.S. securities laws. The PC-Mitsui Investors expect to engage in discussions and negotiations with potential financing sources and enter into one or more definitive debt commitment letters with third parties. The Proposal may result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, including, without limitation, an acquisition of additional securities of the Issuer, an extraordinary corporate transaction (such as a merger) involving the Issuer, delisting of the Common Stock from the New York Stock Exchange and other material changes in the Issuer's business or corporate structure. No assurances can be given that a definitive agreement will be reached or that the transaction contemplated by the Proposal will be consummated. The PC-Mitsui Investors reserve the right to modify or withdraw the Proposal at any time. The Reporting Persons reserve the right to formulate other plans or make other proposals, including to engage advisers to assess the merits of such plans or proposals, which could result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, and to modify or withdraw any such plan or proposal at any time. If the transaction contemplated by the Proposal is not consummated, the Reporting Persons and their affiliates will continue to regularly review and assess their investment in the Issuer and, depending on market conditions and other factors, may determine, from time to time, to engage in any of the events set forth in clauses (a) through (j) of Item 4 of Schedule 13D. The foregoing description of the Proposal does not purport to be complete and is subject to, and qualified in its entirety by, the full text of such document, which is attached hereto as Exhibit 34.
Item 4 of the Statement is hereby amended and supplemented as follows: On July 22, 2026, the PC-Mitsui Investors submitted a non-binding proposal (the "Proposal") to the board of directors of the Issuer (the "Board") to acquire all of the outstanding shares of Common Stock of the Issuer not owned by the PC-Mitsui Investors for $210.00 per share of Common Stock in cash consideration. In Amendment No. 32 to Schedule 13D filed on January 24, 2024 ("Amendment 32") by Penske Corporation and Roger S. Penske (together with Penske Corporation, the "Penske Parties"), the Penske Parties together reported beneficial ownership of 34,427,877 shares of Common Stock. Including the shares of Common Stock reported by the Penske Parties under Amendment 32, the Penske Parties and the Reporting Persons would collectively beneficially own 47,750,082 shares of Common Stock, representing approximately 72.6% of the Common Stock issued and outstanding. The PC-Mitsui Investors directly hold 47,503,326 shares of Common Stock, representing approximately 72.2% of the Common Stock issued and outstanding. The PC-Mitsui Investors expect that the Proposal will be reviewed, as is customary, by a duly appointed special committee of disinterested and independent directors of the Board (the "Special Committee"), advised by independent legal and financial advisers. The PC-Mitsui Investors stated in the Proposal that they are not interested in selling their shares of Common Stock and intend to remain as long-term stockholders of the Issuer, regardless of the outcome of the Proposal. Any agreement regarding the Proposal would require the approval of the Special Committee. The Proposal does not create any legal obligations and no such obligations will arise unless and until definitive transaction documentation with the Issuer has been executed and delivered. No binding obligation on the part of the Reporting Persons or any of their affiliates will arise with respect to the filing of this Amendment No. 14. While the Proposal remains under consideration by the Board or any duly appointed committee of the Board, the Reporting Persons and their affiliates expect to respond to inquiries from, and negotiate the terms of the Proposal with, the Board, or any duly appointed committee of the Board, and any of their respective representatives. The Reporting Persons do not intend to provide additional disclosures regarding the Proposal until a definitive agreement has been reached or unless disclosure is otherwise required under applicable U.S. securities laws. The PC-Mitsui Investors expect to engage in discussions and negotiations with potential financing sources and enter into one or more definitive debt commitment letters with third parties. The Proposal may result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, including, without limitation, an acquisition of additional securities of the Issuer, an extraordinary corporate transaction (such as a merger) involving the Issuer, delisting of the Common Stock from the New York Stock Exchange and other material changes in the Issuer's business or corporate structure. No assurances can be given that a definitive agreement will be reached or that the transaction contemplated by the Proposal will be consummated. The PC-Mitsui Investors reserve the right to modify or withdraw the Proposal at any time. The Reporting Persons reserve the right to formulate other plans or make other proposals, including to engage advisers to assess the merits of such plans or proposals, which could result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, and to modify or withdraw any such plan or proposal at any time. If the transaction contemplated by the Proposal is not consummated, the Reporting Persons and their affiliates will continue to regularly review and assess their investment in the Issuer and, depending on market conditions and other factors, may determine, from time to time, to engage in any of the events set forth in clauses (a) through (j) of Item 4 of Schedule 13D. The foregoing description of the Proposal does not purport to be complete and is subject to, and qualified in its entirety by, the full text of such document, which is attached hereto as Exhibit 34.
| Holder | Schedule | % of class | Shares | Filed |
|---|---|---|---|---|
| Penske Corporation | 13D/AActivist | 52.2% | 34.33M | Jul 22, 2026 |
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following after the final paragraph thereof: On July 22, 2026, the Investor Group submitted a non-binding proposal (the "Proposal") to the Board of Directors of the Company (the "Board") to acquire all of the outstanding Voting Common Stock, other than Voting Common Stock owned by the Investor Group, for $210.00 per share of Voting Common Stock in cash. The Reporting Persons anticipate that the Board will appoint a special committee consisting solely of disinterested and independent directors (a "Special Committee"), engage its own advisors, consider the Proposal with the assistance of such advisors, engage in discussions and negotiations with the Investor Group and potentially make a recommendation to the Board regarding the Proposal. Any agreement regarding the Proposal would require the approval of a Special Committee. The Investor Group stated in the Proposal that the members of the Investor Group, in their capacity as stockholders of the Company, are not interested in selling their shares of Voting Common Stock, including in connection with an alternative sale, merger or similar transaction involving the Company, and intend to remain as long-term stockholders of the Company, regardless of the outcome of the Proposal. If a transaction contemplated by the Proposal is ultimately consummated, the Voting Common Stock would be delisted from the New York Stock Exchange and deregistered under the Act. The foregoing description of the Proposal is qualified in its entirety by the full text of the Proposal, which is attached hereto as Exhibit 32 and incorporated herein by reference. While the Proposal is subject to negotiation with a Special Committee, should it be formed and engage with the Investor Group, the Reporting Persons and their affiliates and representatives may, directly or indirectly, take such additional steps as they may deem appropriate to further the Proposal or otherwise to support their investment in the Company, including, without limitation, responding to inquiries from the Company, the Board or a Special Committee (or its independent legal and financial advisors) or their representatives and engaging in discussions and negotiations regarding the Proposal with such persons. The Reporting Persons do not intend to update or provide additional disclosures regarding the Proposal or the transactions contemplated thereby until a definitive agreement has been entered into, or unless disclosure is otherwise required under applicable U.S. securities laws. The Investor Group also expects to engage in discussions and negotiations with potential financing sources and enter into one or more definitive debt commitment letters with third parties. The Proposal does not create any legal obligations, and no such obligations will arise unless and until definitive transaction documentation with the Company has been executed and delivered. No assurances can be given (a) that the Proposal will be accepted by a Special Committee, (b) that any definitive agreement will be entered into with respect to the transaction contemplated by the Proposal or any other potential transaction involving any member of the Investor Group and the Company, (c) if any such transaction is undertaken, as to its ultimate terms or timing, or (d) that any such transaction will be consummated. The Proposal is non-binding and the Investor Group reserves the right to modify or withdraw the Proposal at any time. The Proposal may result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, including, without limitation, an acquisition of additional securities (including Voting Common Stock) of the Company, an extraordinary corporate transaction (such as a merger) involving the Company, a delisting of the Voting Common Stock from the New York Stock Exchange and other material changes in the Company's business or corporate structure. The Reporting Persons will continue to regularly review and assess their investment in the Company and, depending on market conditions and other factors, reserve the right to, at any time, engage in, and to formulate other plans or make other proposals (and engage advisers to assess the merits of such other plans or other proposals) and to modify or withdraw any such plan or proposal at any time, which could result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. | ||||
| Roger S. Penske | 13D/AActivist | 52.2% | 34.33M | Jul 22, 2026 |
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following after the final paragraph thereof: On July 22, 2026, the Investor Group submitted a non-binding proposal (the "Proposal") to the Board of Directors of the Company (the "Board") to acquire all of the outstanding Voting Common Stock, other than Voting Common Stock owned by the Investor Group, for $210.00 per share of Voting Common Stock in cash. The Reporting Persons anticipate that the Board will appoint a special committee consisting solely of disinterested and independent directors (a "Special Committee"), engage its own advisors, consider the Proposal with the assistance of such advisors, engage in discussions and negotiations with the Investor Group and potentially make a recommendation to the Board regarding the Proposal. Any agreement regarding the Proposal would require the approval of a Special Committee. The Investor Group stated in the Proposal that the members of the Investor Group, in their capacity as stockholders of the Company, are not interested in selling their shares of Voting Common Stock, including in connection with an alternative sale, merger or similar transaction involving the Company, and intend to remain as long-term stockholders of the Company, regardless of the outcome of the Proposal. If a transaction contemplated by the Proposal is ultimately consummated, the Voting Common Stock would be delisted from the New York Stock Exchange and deregistered under the Act. The foregoing description of the Proposal is qualified in its entirety by the full text of the Proposal, which is attached hereto as Exhibit 32 and incorporated herein by reference. While the Proposal is subject to negotiation with a Special Committee, should it be formed and engage with the Investor Group, the Reporting Persons and their affiliates and representatives may, directly or indirectly, take such additional steps as they may deem appropriate to further the Proposal or otherwise to support their investment in the Company, including, without limitation, responding to inquiries from the Company, the Board or a Special Committee (or its independent legal and financial advisors) or their representatives and engaging in discussions and negotiations regarding the Proposal with such persons. The Reporting Persons do not intend to update or provide additional disclosures regarding the Proposal or the transactions contemplated thereby until a definitive agreement has been entered into, or unless disclosure is otherwise required under applicable U.S. securities laws. The Investor Group also expects to engage in discussions and negotiations with potential financing sources and enter into one or more definitive debt commitment letters with third parties. The Proposal does not create any legal obligations, and no such obligations will arise unless and until definitive transaction documentation with the Company has been executed and delivered. No assurances can be given (a) that the Proposal will be accepted by a Special Committee, (b) that any definitive agreement will be entered into with respect to the transaction contemplated by the Proposal or any other potential transaction involving any member of the Investor Group and the Company, (c) if any such transaction is undertaken, as to its ultimate terms or timing, or (d) that any such transaction will be consummated. The Proposal is non-binding and the Investor Group reserves the right to modify or withdraw the Proposal at any time. The Proposal may result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, including, without limitation, an acquisition of additional securities (including Voting Common Stock) of the Company, an extraordinary corporate transaction (such as a merger) involving the Company, a delisting of the Voting Common Stock from the New York Stock Exchange and other material changes in the Company's business or corporate structure. The Reporting Persons will continue to regularly review and assess their investment in the Company and, depending on market conditions and other factors, reserve the right to, at any time, engage in, and to formulate other plans or make other proposals (and engage advisers to assess the merits of such other plans or other proposals) and to modify or withdraw any such plan or proposal at any time, which could result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. | ||||
| Mitsui & Co., Ltd. | 13D/AActivist | 20.3% | 13.32M | Jul 22, 2026 |
Item 4 of the Statement is hereby amended and supplemented as follows: On July 22, 2026, the PC-Mitsui Investors submitted a non-binding proposal (the "Proposal") to the board of directors of the Issuer (the "Board") to acquire all of the outstanding shares of Common Stock of the Issuer not owned by the PC-Mitsui Investors for $210.00 per share of Common Stock in cash consideration. In Amendment No. 32 to Schedule 13D filed on January 24, 2024 ("Amendment 32") by Penske Corporation and Roger S. Penske (together with Penske Corporation, the "Penske Parties"), the Penske Parties together reported beneficial ownership of 34,427,877 shares of Common Stock. Including the shares of Common Stock reported by the Penske Parties under Amendment 32, the Penske Parties and the Reporting Persons would collectively beneficially own 47,750,082 shares of Common Stock, representing approximately 72.6% of the Common Stock issued and outstanding. The PC-Mitsui Investors directly hold 47,503,326 shares of Common Stock, representing approximately 72.2% of the Common Stock issued and outstanding. The PC-Mitsui Investors expect that the Proposal will be reviewed, as is customary, by a duly appointed special committee of disinterested and independent directors of the Board (the "Special Committee"), advised by independent legal and financial advisers. The PC-Mitsui Investors stated in the Proposal that they are not interested in selling their shares of Common Stock and intend to remain as long-term stockholders of the Issuer, regardless of the outcome of the Proposal. Any agreement regarding the Proposal would require the approval of the Special Committee. The Proposal does not create any legal obligations and no such obligations will arise unless and until definitive transaction documentation with the Issuer has been executed and delivered. No binding obligation on the part of the Reporting Persons or any of their affiliates will arise with respect to the filing of this Amendment No. 14. While the Proposal remains under consideration by the Board or any duly appointed committee of the Board, the Reporting Persons and their affiliates expect to respond to inquiries from, and negotiate the terms of the Proposal with, the Board, or any duly appointed committee of the Board, and any of their respective representatives. The Reporting Persons do not intend to provide additional disclosures regarding the Proposal until a definitive agreement has been reached or unless disclosure is otherwise required under applicable U.S. securities laws. The PC-Mitsui Investors expect to engage in discussions and negotiations with potential financing sources and enter into one or more definitive debt commitment letters with third parties. The Proposal may result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, including, without limitation, an acquisition of additional securities of the Issuer, an extraordinary corporate transaction (such as a merger) involving the Issuer, delisting of the Common Stock from the New York Stock Exchange and other material changes in the Issuer's business or corporate structure. No assurances can be given that a definitive agreement will be reached or that the transaction contemplated by the Proposal will be consummated. The PC-Mitsui Investors reserve the right to modify or withdraw the Proposal at any time. The Reporting Persons reserve the right to formulate other plans or make other proposals, including to engage advisers to assess the merits of such plans or proposals, which could result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, and to modify or withdraw any such plan or proposal at any time. If the transaction contemplated by the Proposal is not consummated, the Reporting Persons and their affiliates will continue to regularly review and assess their investment in the Issuer and, depending on market conditions and other factors, may determine, from time to time, to engage in any of the events set forth in clauses (a) through (j) of Item 4 of Schedule 13D. The foregoing description of the Proposal does not purport to be complete and is subject to, and qualified in its entirety by, the full text of such document, which is attached hereto as Exhibit 34. | ||||
| Mitsui & Co. (U.S.A.), Inc. | 13D/AActivist | 20.3% | 13.32M | Jul 22, 2026 |
Item 4 of the Statement is hereby amended and supplemented as follows: On July 22, 2026, the PC-Mitsui Investors submitted a non-binding proposal (the "Proposal") to the board of directors of the Issuer (the "Board") to acquire all of the outstanding shares of Common Stock of the Issuer not owned by the PC-Mitsui Investors for $210.00 per share of Common Stock in cash consideration. In Amendment No. 32 to Schedule 13D filed on January 24, 2024 ("Amendment 32") by Penske Corporation and Roger S. Penske (together with Penske Corporation, the "Penske Parties"), the Penske Parties together reported beneficial ownership of 34,427,877 shares of Common Stock. Including the shares of Common Stock reported by the Penske Parties under Amendment 32, the Penske Parties and the Reporting Persons would collectively beneficially own 47,750,082 shares of Common Stock, representing approximately 72.6% of the Common Stock issued and outstanding. The PC-Mitsui Investors directly hold 47,503,326 shares of Common Stock, representing approximately 72.2% of the Common Stock issued and outstanding. The PC-Mitsui Investors expect that the Proposal will be reviewed, as is customary, by a duly appointed special committee of disinterested and independent directors of the Board (the "Special Committee"), advised by independent legal and financial advisers. The PC-Mitsui Investors stated in the Proposal that they are not interested in selling their shares of Common Stock and intend to remain as long-term stockholders of the Issuer, regardless of the outcome of the Proposal. Any agreement regarding the Proposal would require the approval of the Special Committee. The Proposal does not create any legal obligations and no such obligations will arise unless and until definitive transaction documentation with the Issuer has been executed and delivered. No binding obligation on the part of the Reporting Persons or any of their affiliates will arise with respect to the filing of this Amendment No. 14. While the Proposal remains under consideration by the Board or any duly appointed committee of the Board, the Reporting Persons and their affiliates expect to respond to inquiries from, and negotiate the terms of the Proposal with, the Board, or any duly appointed committee of the Board, and any of their respective representatives. The Reporting Persons do not intend to provide additional disclosures regarding the Proposal until a definitive agreement has been reached or unless disclosure is otherwise required under applicable U.S. securities laws. The PC-Mitsui Investors expect to engage in discussions and negotiations with potential financing sources and enter into one or more definitive debt commitment letters with third parties. The Proposal may result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, including, without limitation, an acquisition of additional securities of the Issuer, an extraordinary corporate transaction (such as a merger) involving the Issuer, delisting of the Common Stock from the New York Stock Exchange and other material changes in the Issuer's business or corporate structure. No assurances can be given that a definitive agreement will be reached or that the transaction contemplated by the Proposal will be consummated. The PC-Mitsui Investors reserve the right to modify or withdraw the Proposal at any time. The Reporting Persons reserve the right to formulate other plans or make other proposals, including to engage advisers to assess the merits of such plans or proposals, which could result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, and to modify or withdraw any such plan or proposal at any time. If the transaction contemplated by the Proposal is not consummated, the Reporting Persons and their affiliates will continue to regularly review and assess their investment in the Issuer and, depending on market conditions and other factors, may determine, from time to time, to engage in any of the events set forth in clauses (a) through (j) of Item 4 of Schedule 13D. The foregoing description of the Proposal does not purport to be complete and is subject to, and qualified in its entirety by, the full text of such document, which is attached hereto as Exhibit 34. | ||||