Penske Automotive Group, Inc. (NYSE: PAG), an international automotive retailer, today announced that it has commenced a cash tender offer for any and all of its outstanding $375.0 million aggregate principal amount of 7.75% Senior Subordinated Notes due 2016 (the “2016 Notes”). In connection with the tender offer, the Company is soliciting consents (“Consents”) from holders of the 2016 Notes to amendments to the indenture governing the 2016 Notes (the “Proposed Amendments”). The tender offer and consent solicitation (collectively, the “Offer”) are being made pursuant to an Offer to Purchase and Consent Solicitation Statement, dated August 14, 2012, and a related Letter of Transmittal and Consent.
Holders who validly tender their 2016 Notes and deliver their Consents to the Proposed Amendments prior to the early tender deadline of 5:00 p.m., New York City time, on August 27, 2012, unless extended (the “Early Tender Deadline”), will receive the total consideration of $1,042.50 per $1,000 principal amount of the 2016 Notes, which includes an early tender premium/consent payment of $10.00 per $1,000 principal amount of the 2016 Notes, plus any accrued and unpaid interest on the 2016 Notes up to, but not including, the payment date. Holders may not tender their 2016 Notes in the Offer without delivering their Consents to the Proposed Amendments, and holders may not deliver their consents to the Proposed Amendments without tendering their 2016 Notes pursuant to the Offer. Payment for 2016 Notes validly tendered and not validly withdrawn on or prior to the Early Tender Deadline and accepted for purchase will be made at or promptly following the Early Tender Deadline. Holders who validly tender their 2016 Notes after the Early Tender Deadline, but on or prior to the Expiration Date (as defined below), will receive the tender offer consideration of $1,032.50 per $1,000 principal amount of the 2016 Notes, plus any accrued and unpaid interest on the 2016 Notes up to, but not including, the date the 2016 Notes are purchased pursuant to the Offer, but will not receive the early tender premium/consent payment. Payment for 2016 Notes validly tendered after the Early Tender Deadline and on or prior to the Expiration Date, and accepted for purchase, will be made at or promptly following the Expiration Date. The Offer is not conditioned on any minimum amount of 2016 Notes tendered, but is conditioned upon the satisfaction of certain customary conditions, including the completion of the Company’s proposed offering of senior subordinated notes, as more fully described in the Offer to Purchase and Consent Solicitation Statement.
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