8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of Earliest Event Reported): July 26, 2013

Penske Automotive Group, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	1-12297	22-3086739
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
2555 Telegraph Road, Bloomfield Hills, Michigan		48302
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 248-648-2500

Not Applicable
______________________________________________
Former name or former address, if changed since last report

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:

[  ]  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))

Item 1.01 Entry into a Material Definitive Agreement.

On July 29, 2013, we entered into an agreement to acquire Western Star Trucks Australia Pty Ltd, a distributor of commercial vehicles, related spare parts and aftermarket support across Australia and New Zealand and portions of Southeast Asia. The purchase price of approximately $200 million, which includes a targeted amount of approximately $67 million of working capital, is projected to be paid in the third quarter, subject to the completion of certain closing conditions, including OEM approval.

As part of the transaction, our subsidiaries in the U.K. (the "U.K. subsidiaries") amended their £100 million revolving credit agreement to provide the U.K. subsidiaries covenant flexibility to fund the transaction purchase price and operate the subsidiaries to be acquired. The amendment to the U.K. credit agreement is filed as Exhibit 4.1 to this Form 8-K and incorporated herein by reference.

We purchase motor vehicles from affiliates of certain lenders under this facility, certain lenders provide consumer financing to our customers and certain of our U.K. subsidiaries sell vehicles to affiliates of certain of the lenders. The lenders also provide us with "floor-plan" and other financing.

Item 7.01 Regulation FD Disclosure.

On July 29, 2013, we issued a press release announcing that we have entered into an agreement to acquire Western Star Trucks Australia Pty Ltd, a distributor of commercial vehicles, related spare parts and aftermarket support across Australia and New Zealand and portions of Southeast Asia. The purchase price of approximately $200 million, which includes a targeted amount of approximately $67 million of working capital, is projected to be paid in the third quarter, subject to the completion of certain closing conditions, including OEM approval. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

4.1 Consent and Amendment Letter -- Amendment No. 2. dated July 26, 2013 to U.K. Credit Agreement.

Exhibit 99.1 Press Release

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.
July 29, 2013	By:	/s/ Shane M. Spradlin
		Name: Shane M. Spradlin
		Title: Executive Vice President

Exhibit Index

Exhibit No.	Description
4.1	Consent and Amendment Letter -- Amendment No. 2 dated July 26, 2013 to U.K. Credit Agreement
99.1	Press Release

EX-4.1

THE ROYAL BANK OF SCOTLAND PLC as Agent
2 St Philips Place Birmingham B3 2RB
Attention: Bob Ottewill and Neil Taylor
Date:	26 July 2013

Dear Sirs

£100,000,000 REVOLVING FACILITY AGREEMENT — CONSENT & AMENDMENT LETTER

1. BACKGROUND

1.1 We refer to the £100,000,000 revolving facility agreement dated 16 December 2011 and made between, amongst others (1) UAG UK Holdings Limited as Parent, (2) Sytner Group Limited, as Company and Original Borrower, (3) the companies listed in part 1 of schedule 1 therein as Original Guarantors, (4) The Royal Bank of Scotland plc and BMW Financial Services (GB) Limited as Mandated Lead Arranger, (5) the financial institutions listed in part 2 and part 3 of the schedule 1 therein as Original Lenders, (6) The Royal Bank of Scotland plc as Agent and (7) The Royal Bank of Scotland plc as Security Agent (the “Facility Agreement").

1.2 It is proposed that Penske Transportation Group International Pty Ltd, a newly incorporated company (“Newco"), being a wholly-owned subsidiary of the Parent, enter into a sale and purchase agreement with Transpacific Industries Group Limited (as vendor) (the “SPA”) in relation to the proposed acquisition (the “Acquisition") of the entire issued share capital of Western Star Trucks Australia Pty, Ltd. (the “Target").

1.3 It is proposed that the purchase price to be paid in relation to the Acquisition of up to £170,000,000, will be funded (subject to the Majority Lender consent) from the following sources:

1.3.1 a loan of up to a principal amount of £100,000,000 (or its equivalent in other currencies) from Penske Automotive Group, Inc. being the ultimate holding company of the Parent, to the Parent (the “US Loan");

1.3.2 a distribution of up to £70,000,000 made from the Company to the Parent (the “Distribution"); and

1.3.3 following receipt of the US Loan and the Distribution, a loan or equity investment of up to a principal amount of £170,000,000 (or its equivalent in other currencies) from the Parent to Newco (the “Australian Loan”).

1.4 The Company, in connection with the Acquisition and pursuant to clause 38 (Amendments and waivers) of the Facility Agreement hereby requests that the Majority Lenders consent to the matters detailed in paragraph 3.1 (Consents) of this letter. Accordingly the Agent must seek the consent of the Majority Lenders before executing this letter on their behalf.

1.5 This letter is supplemental to and amends the Facility Agreement.

1.6 This letter is entered into by Sytner Group Limited as the Company and as Obligors’ Agent.

2. DEFINITIONS AND INTERPRETATION

2.1 Definitions

In this letter terms defined in, or construed for the purposes of, the Facility Agreement have the same meanings when used in this letter (unless the same are otherwise defined in this letter).

2.2	Continuing obligations
	Subject to the provisions of this letter:

2.2.1 the Facility Agreement (other than as amended in accordance with the terms of this letter) and all other Finance Documents shall remain in full force and effect;

2.2.2 the Company on behalf of each Obligor confirms its knowledge and acceptance of this letter;

2.2.3 the Facility Agreement shall be read and construed as one document with this letter;

2.2.4 the Company on behalf of each Obligor confirms that with effect from the Effective Date (as defined below), each Obligor shall be bound by the terms of the Facility Agreement as amended by the terms of this letter;

2.2.5 the Company on behalf of each Obligor confirms that the guarantee and indemnity given by each Obligor pursuant to Clause 20 (Guarantee and indemnity) of the Facility Agreement and all Security given by each Obligor pursuant to the Facility Agreement shall continue in full force and effect notwithstanding the consents set out below and the amendment of the Facility Agreement in accordance with the terms of this letter; and

2.2.6 except as expressly provided in paragraphs 3 (Consents) or 4 (Amendments) nothing in this letter shall constitute or be construed as an amendment, waiver, consent or release of any provisions of, or any right or remedy of the Finance Parties under, the Finance Documents, nor otherwise prejudice any right or remedy of a Finance Party under the Facility Agreement or any other Finance Document.

3. CONSENTS

3.1 Consents

The Company requests Majority Lender consent in relation to the following matters:

3.1.1 notwithstanding any restriction under clause 24.8 (Acquisitions) of the Facility Agreement, the Majority Lenders consent to the Parent incorporating Newco for the purpose of acquiring the entire issued share capital of the Target and the incorporation of Newco will not breach clause 24.8 (Acquisitions) of the Facility Agreement. The Majority Lenders further confirm that, notwithstanding the requirement in the definition of Permitted Acquisition of the Facility Agreement, it is not necessary that the Company deliver a certificate signed by two directors of the Company attaching a copy of the latest audited accounts (or management accounts) of Newco;

3.1.2 notwithstanding any restriction under clause 24.15 (Loans or credit) of the Facility Agreement, the Majority Lenders consent to the Parent making the Australian Loan and the making of such loan will not breach clause 24.15 (Loans or credit) of the Facility Agreement;

3.1.3 notwithstanding any restriction under clause 24.17 (Dividends and share redemption) of the Facility Agreement, the Majority Lenders consent to the Company making the Distribution to the Parent and such Distribution the by Company to the Parent will not breach clause 24.17 (Dividends and share redemption) of the Facility Agreement; and

3.1.4 notwithstanding any restriction under clause 24.18 (Financial Indebtedness) of the Facility Agreement, the Majority Lenders consent to the Parent incurring Financial Indebtedness in connection with the US Loan and the Parent incurring such Financial Indebtedness will not breach clause 24.18 (Financial Indebtedness) of the Facility Agreement.

3.2 Acceptance by Majority Lenders

The consents in paragraph 3.1 (Consents) above shall be effective on the date (the “Effective Date”) upon which the Agent gives written confirmation to the Company that the Agent has received:

3.2.1 an original of this letter countersigned by the Company by which the Company (on behalf of itself and each of the Obligors) acknowledges and agrees to the terms of this letter;

3.2.2 a copy of the resolutions of the directors of the Company authorising it to agree to the terms of this letter and perform all its obligations under it, in form and substance satisfactory to the Agent; and

3.2.3 receipt of a report from Allens (addressed to the Finance Parties and in form and substance satisfactory to the Finance Parties) on the SPA and associated documentation relating to the Acquisition.

The above consents shall apply only to the matters specifically referred to in this letter and are given in reliance upon any information supplied to the Agent by the Obligors being true, complete and accurate. Such consent shall be without prejudice to any rights which the Finance Parties may now or hereafter have in relation to any other circumstances or matters other than as specifically referred to in this letter (and whether subsisting at the date hereof or otherwise) or in relation to any such information being other than true, complete and accurate, which rights shall remain in full force and effect

3.3 Confirmation from the Obligors

With effect from the date of countersignature of this letter, the Company and each Obligor confirms and agrees that:

3.3.1 the US Loan (including any accrued interest) shall only be repaid in an amount not exceeding the amount of the Australian Loan that has been repaid directly by Newco or its Subsidiaries using funds received other than from a member of the Group;

3.3.2 if the US Loan (including any accrued interest) has not been repaid prior to the date falling 60 days after the Australian Completion Date, the Company shall procure that Penske Automotive Group, Inc., any relevant subsidiaries and each relevant Obligor shall enter into a subordination deed (in form and substance satisfactory to the Agent) confirming that the outstanding balance of the US Loan is fully subordinated to the Loans under the Facility Agreement;

3.3.3 Newco and the Target will amend the Target’s constitutional documents within seven Business Days of the Australian Completion Date to remove the discretion of the Target’s directors to refuse to register a transfer of shares under or in connection with any Security provided to the Security Agent;

3.3.4 for so long as any amount is outstanding under the Finance Documents or any Commitment is in force, the Company and the Parent shall procure that:

3.3.4.1 the Parent shall not:

(a) create or permit to subsist any Security over the shares in Newco; and/or

(b) sell, transfer or otherwise dispose of any of the shares in Newco,

other than in accordance with Clause 24.29.4 of the Facility Agreement;

3.3.4.2 Newco shall not:

(a) create or permit to subsist any Security over the shares in the Target;

(b) sell, transfer or otherwise dispose of any of the shares in the Target,

other than in accordance with Clause 24.29.4 of the Facility Agreement; and/or

(c) amend its constitutional documents to allow the directors of Newco discretion to refuse to register a transfer of shares under or in connection with any Security provided to the Security Agent; and

3.3.4.3 the Target shall not amend its constitutional documents to allow the directors of the Target discretion to refuse to register a transfer of             shares under or in connection with any Security provided to the Security Agent; and

3.3.5 at any time after Newco and/or the Target have granted the Australian Share Charges in accordance with Clause 24.29.4 of the Facility Agreement:

3.3.5.1 Newco shall not issue any further shares unless those shares are charged to the Security Agent at the same time and in the same manner as set out in Clause 24.29.4 of the Facility Agreement; and

3.3.5.2 the Target shall not issue any further shares unless those shares are charged to the Security Agent at the same time and in the same manner as set out in Clause 24.29.4 of the Facility Agreement.

A failure to comply with the requirements of this paragraph 3.3 shall be an Event of Default in accordance with Clause 25.3 (Other obligations) of the Facility Agreement.

4. AMENDMENTS

	With effect from the Effective Date, the Facility Agreement shall be amended as follows:
4.1	the following new definitions shall be inserted into Clause 1.1 (Definitions):

""Australian Completion Date” means the Completion Date as defined in the Australian SPA”;

""Australian SPA” means the sale and purchase agreement with Transpacific Industries Group Limited (as vendor) and Penske Transportation Group International Pty Ltd (as purchaser) in relation to the proposed acquisition of the entire issued share capital of Western Star Trucks Australia Pty, Ltd.”; and

“Australian Group” means Penske Transportation Group International Pty Ltd and each of its Subsidiaries from time to time”;

4.2 the definition of “Margin” in Clause 1.1 (Definitions) shall be amended by inserting the following as a new paragraph at the end of the definition:

“Notwithstanding the above, the Margin from the Australian Completion Date until the second Quarter Date following the Australian Completion Date shall be 1.50% per annum”;

4.3 a new Clause 22.5.3 (Group Companies) shall be included by inserting the following new clause:

“22.5.3 the Parent shall supply to the Agent a report signed by two directors of the Parent, confirming that the aggregate of earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Consolidated EBITDA, as defined in clause 23 (Financial Covenants) but on the basis that references in the definition of “Consolidated EBITDA” and related definitions to “Group” shall be to the “Australian Group") of the Australian Group and the aggregate gross assets, the aggregate net assets and aggregate turnover of the Australian Group (in each case calculated on an unconsolidated basis and excluding all intra-group items and investment in Subsidiaries of any member of the Australian Group) does not exceed 35 per cent of the consolidated earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Consolidated EBITDA, as defined in clause 23 (Financial Covenants) but on the basis that references in the definition of “Consolidated EBITDA” and related definitions to “Group” shall be to the “UAG Group") of the UAG Group and consolidated gross assets, consolidated net assets and consolidated turnover of the UAG Group."; and

4.4 a new Clause 24.29.4 (Further assurance) shall be included by inserting the following new clause:

24.29.4 In the event that:

(a) the provisions of clause 24.32.1 are not complied with; and/or

(b) the aggregate of earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Consolidated EBITDA, as defined in clause 23 (Financial Covenants) but on the basis that references in the definition of “Consolidated EBITDA” and related definitions to “Group” shall be to the Australian Group) of the Australian Group and the aggregate gross assets, the aggregate net assets and aggregate turnover of the Australian Group (in each case calculated on an unconsolidated basis and excluding all intra-group items and investment in Subsidiaries of any member of the Australian Group) exceeds 35 per cent of the consolidated earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Consolidated EBITDA, as defined in clause 23 (Financial Covenants) but on the basis that references in the definition of “Consolidated EBITDA” and related definitions to “Group” shall be to the “UAG Group") of the UAG Group and consolidated gross assets, consolidated net assets and consolidated turnover of the UAG Group (the “Australian Group Threshold Test"),

the Parent shall as soon as reasonably practicable following the earlier of (i) the Agent giving notice to the Parent and (ii) the Parent or an Obligor becoming aware of the failure to so comply with the provisions of clause 24.32.1 or the Australian Group Threshold Test being exceeded (as the case may be), execute and deliver to the Security Agent (i) a charge over the shares held by the Parent in Penske Transportation Group International Pty Ltd (in such form as the Security Agent may reasonably require) in favour of the Security Agent or its nominee(s) (the “Newco Share Charge”) and (ii) a charge over the shares held by Penske Transportation Group International Pty Ltd in Western Star Trucks Australia Pty, Ltd. (in such form as the Security Agent may reasonably require) in favour of the Security Agent or its nominee(s) (the “Target Share Charge”) (the Newco Share Charge and the Target Share Charge together being the “Australian Share Charges") together with such legal opinions (in form and substance and from legal counsel satisfactory to the Security Agent) relating to the Australian Share Charges as the Security Agent may reasonably require and any notices or documents required to be given or executed under the terms of the Australian Share Charges.”.

5. REPRESENTATIONS AND RELIANCE

5.1 Representations

The Company makes the Repeating Representations to each Finance Party at the date of this letter, on the date this letter is countersigned by the Agent and on the Effective Date by reference to the facts and circumstances existing at such dates respectively but as if references to the “Facility Agreement” include this letter and the Facility Agreement as amended by the terms of this letter.

5.2 Reliance

The Company on behalf of each Obligor acknowledges that the Agent has entered into this letter in full reliance on the representations and warranties made by it in the terms stated in this paragraph 5.

6. FURTHER ASSURANCE

The Company shall, at the request of the Agent and at its own expense, do all such acts and things necessary or desirable to give effect to the amendments effected or to be effected pursuant to this letter.

7. MISCELLANEOUS

7.1 Incorporation of terms

The provisions of clauses 38 (Amendments and waivers) and 34 (Notices) of the Facility Agreement shall apply to this letter as if set out in full in this letter and as if references in those clauses to “this Agreement” or “the Finance Documents” are references to this letter.

7.2 Counterparts

This letter may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this letter. Delivery of a counterpart of this letter by e-mail attachment or telecopy shall be an effective mode of delivery.

7.3 Third party rights

Unless expressly provided to the contrary in a Finance Document a person who is not a party to this letter has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this letter.

7.4	Finance Document
	The Agent and the Company designate this letter a Finance Document.

8. GOVERNING LAW/ENFORCEMENT

8.1 Governing law

This letter and any non-contractual obligations arising out of or in connection with it shall be governed by English law.

8.2 Jurisdiction of English courts

8.2.1 The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this letter (including a dispute relating to the existence, validity or termination of this letter or any non-contractual obligation arising out of or in connection with this letter) (a “Dispute").

8.2.2 The parties to this letter agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no party to this Letter will argue to the contrary.

Please confirm your agreement to the above by signing and returning the enclosed copy of this letter.

Yours faithfully

/s/ Adam Collinson
Adam Collinson

For and on behalf of
SYTNER GROUP LIMITED

as Company and Obligors’ Agent

ON COPY

To: Sytner Group Limited

We acknowledge agree and accept the above terms:

/s/       Keith Bakewell—

THE ROYAL BANK OF SCOTLAND PLC

(acting in its capacity as Agent)

Signed by        Keith Bakewell—

For and on behalf of THE ROYAL BANK OF SCOTLAND PLC as Agent on behalf of the Lenders (acting on the instruction of the Majority Lenders)

Dated: 26 July, 2013

FOR IMMEDIATE RELEASE

PENSKE AUTOMOTIVE SIGNS AGREEMENT TO ACQUIRE A COMMERCIAL VEHICLE AND PARTS DISTRIBUTOR IN
AUSTRALIA AND NEW ZEALAND

BLOOMFIELD HILLS, MI, July 28, 2013 – Penske Automotive Group, Inc. (NYSE:PAG), an international automotive retailer, today announced that it has signed an agreement to acquire a distributor of commercial vehicles, related spare parts and aftermarket support across Australia and New Zealand and portions of Southeast Asia from Transpacific Industries Group Limited. The business to be acquired, Western Star Trucks Australia, primarily distributes heavy and medium-duty trucks for Western Star, MAN and Dennis Eagle through a network of over 80 independent dealers while serving customers across a number of industries, including on-highway, logistics, construction, mining, manufacturing, agricultural and waste/refuse collection.

The Western Star truck brand, an affiliate of Daimler Trucks North America, is a top-three Australian heavy-duty truck brand and holds a leading position in key market segments. The MAN Truck and Bus brand is majority-owned by Volkswagen AG and is within the top-six suppliers to the Australian bus market. Dennis Eagle is a growing brand within the specialist refuse collection vehicle market.

Closing of the transaction is expected to occur in the third quarter of 2013. Including vehicle inventory, parts, assets and goodwill, the company expects the total purchase price to be approximately $200 million which will be financed using available cash flow from operations and availability under the company’s credit and floorplan financing facilities. The transaction is subject to specified closing conditions, including OEM approval.

“Western Star Trucks provides us with an attractive gateway to enhance our global business profile,” said Penske Automotive Group Chairman Roger S. Penske. “Strong market dynamics, multiple growth options and one of the largest and well-established dealer networks in Australia and New Zealand enhance the business opportunity. We believe that our existing relationships with heavy and medium-duty truck manufacturers and our experience in operating distribution and dealership-related businesses provide us with a unique opportunity to expand our business while potentially providing a steppingstone to Southeast Asian markets for other parts of our business.”

Western Star Trucks has a seasoned local management team which is expected to provide a seamless transition. Upon closing, the transaction is expected to generate approximately $420-$460 million in estimated annual U.S. dollar-related revenues for Penske Automotive Group. Penske Automotive expects to incur approximately $0.02 per share in acquisition-related costs in its third-quarter 2013 results. On a proforma basis, the proposed transaction is expected to be $0.10 to $0.14 accretive per fully diluted share on an annualized basis, excluding acquisition-related costs.

About Penske Automotive
Penske Automotive Group, Inc., headquartered in Bloomfield Hills, Michigan, operates 332 retail automotive franchises, representing 39 different brands and 30 collision repair centers. Penske Automotive, which sells new and previously owned vehicles, finance and insurance products and replacement parts, and offers maintenance and repair services on all brands it represents, has 172 franchises in 18 states and Puerto Rico and 160 franchises located outside the United States, primarily in the United Kingdom. Penske Automotive is a member of the Fortune 500 and Russell 2000 and approximately 16,700 employees.

Caution Concerning Forward Looking Statements
Statements in this press release may involve forward-looking statements, including forward-looking statements regarding Penske Automotive Group, Inc.’s future outlook, sales potential, potential earnings and ability to complete the transactions noted above. Actual results may vary materially because of risks and uncertainties that are difficult to predict. These risks and uncertainties include, among others: economic conditions generally, conditions in the credit markets and changes in interest rates, adverse conditions affecting a particular manufacturer, including the adverse impact to the vehicle and parts supply chain due to natural disasters or other disruptions that interrupt the supply of vehicles or parts to us; changes in consumer credit availability, the outcome of legal and administrative matters, completion of closing conditions, and other factors over which management has limited control. These forward-looking statements should be evaluated together with additional information about Penske Automotive’s business, markets, conditions and other uncertainties, which could affect Penske Automotive’s future performance. These risks and uncertainties are addressed in Penske Automotive’s Form 10-K for the year ended December 31, 2012, and its other filings with the Securities and Exchange Commission (“SEC”). This press release speaks only as of its date, and Penske Automotive disclaims any duty to update the information herein.

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Inquiries should contact:

David K. Jones
Executive Vice President and
Chief Financial Officer
Penske Automotive Group, Inc.
248-648-2800
dave.jones@penskeautomotive.com Anthony R. Pordon
Executive Vice President Investor Relations
and Corporate Development
Penske Automotive Group, Inc.
248-648-2540
tpordon@penskeautomotive.com

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