As filed with the Securities and Exchange Commission on November 1,
2022
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PENSKE AUTOMOTIVE GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
(For Co-registrants, Please See Table of Other Registrants on the
Following Page)
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Delaware |
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22-3086739 |
(State or Other Jurisdiction of
Incorporation or Organization) |
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(I.R.S. Employer
Identification No.) |
2555 Telegraph Road
Bloomfield Hills, Michigan 48302
(248) 645-2500
(Address, Including Zip Code, and Telephone
Number, Including Area Code, of Registrant’s Principal
Executive Offices)
Shane M. Spradlin
Executive Vice President and General Counsel
2555 Telegraph Road
Bloomfield Hills, Michigan 48302
Telephone No.: (248) 648-2560
(Name, Address, Including Zip Code, and Telephone
Number, Including Area Code, of Agent for
Service)
Approximate date of commencement of proposed sale to the
public: From time to time after the Registration
Statement becomes effective.
If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. ☐
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans,
check the following box. ☒
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act
of 1933, please check the following box and list the Securities Act
registration statement number of the earlier effective registration
statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act of 1933, check the
following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering. ☐
If this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that shall
become effective upon filing with the Commission pursuant to
Rule 462(e) under the Securities Act, check the following
box. ☒
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed to
register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check
the following box. ☐
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in
Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
☒ |
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Accelerated filer |
☐ |
Non-accelerated filer |
☐ |
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Smaller reporting company |
☐ |
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Emerging growth company |
☐ |
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 7(a)(2)(B) of Securities
Act. ☐
TABLE OF OTHER REGISTRANTS
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Exact Name of Registrant Guarantor as Specified in its Charter
(1)
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State or Other Jurisdiction of
Incorporation or Organization |
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I.R.S. Employer
Identification Number |
ATC CHATTANOOGA, LLC |
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Delaware |
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38-3944558 |
ATC KNOXVILLE, LLC |
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Delaware |
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36-4798298 |
ATC REALTY INVESTMENTS, LLC |
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Oklahoma |
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46-1057967 |
ATC WEST TEXAS, LLC |
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Delaware |
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38-3933090 |
AUTO MALL PAYROLL SERVICES, INC. |
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Florida |
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65-0168491 |
BOWEN REALTY INVESTMENTS, LLC |
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Oklahoma |
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73-1199575 |
CARSHOP HOLDINGS, LLC |
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Delaware |
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85-3104278 |
CARSHOP, LLC |
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Tennessee |
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85-3114300 |
CARSHOP SUPERCENTERS, LLC |
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Delaware |
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84-4917227 |
CJNS, LLC |
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Delaware |
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86-1024936 |
CLASSIC AUTO GROUP, INC. |
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New Jersey |
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22-3115638 |
CLASSIC ENTERPRISES, LLC |
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Delaware |
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22-3115638 |
CLASSIC IMPORTS, INC. |
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New Jersey |
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22-3528527 |
CLASSIC MANAGEMENT COMPANY, INC. |
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New Jersey |
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22-3271563 |
CLASSIC MOTOR SALES, LLC |
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Delaware |
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22-3555425 |
CLASSIC NISSAN OF TURNERSVILLE, LLC |
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Delaware |
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52-2097845 |
CLASSIC OLDSMOBILE-PONTIAC-GMC TRUCK, LTD. |
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Texas |
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74-2355160 |
CLASSIC SPECIAL ADVERTISING, INC. |
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Texas |
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74-2821777 |
CLASSIC SPECIAL AUTOMOTIVE GP, LLC |
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Texas |
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74-2974762 |
CLASSIC SPECIAL AUTOMOTIVE, LTD. |
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Texas |
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74-2974762 |
CLASSIC SPECIAL HYUNDAI, LTD. |
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Texas |
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74-2974736 |
CLASSIC SPECIAL, LLC |
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Texas |
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74-2974736 |
CLASSIC TURNERSVILLE, INC. |
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New Jersey |
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22-3523436 |
D. YOUNG CHEVROLET, LLC |
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Delaware |
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35-2035177 |
DAN YOUNG CHEVROLET, INC. |
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Indiana |
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35-1123225 |
DAN YOUNG MOTORS, LLC |
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Delaware |
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35-2035179 |
DANBURY AUTO PARTNERSHIP |
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Connecticut |
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06-1349205 |
DEALER ACCESSORIES, LLC |
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Delaware |
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26-0111056 |
DIFEO NISSAN PARTNERSHIP |
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New Jersey |
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22-3186257 |
DIFEO PARTNERSHIP, LLC |
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Delaware |
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22-3145559 |
DIFEO TENAFLY PARTNERSHIP |
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New Jersey |
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22-3186285 |
eCARSHOP, LLC |
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Delaware |
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none |
EUROPA AUTO IMPORTS, INC. |
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California |
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95-2305855 |
FLORIDA CHRYSLER PLYMOUTH, INC. |
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Florida |
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59-2676162 |
FRN OF TULSA, LLC |
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Delaware |
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74-2870051 |
GENE REED CHEVROLET, INC. |
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South Carolina |
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57-0714181 |
GMG MOTORS, INC. |
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California |
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95-2691214 |
GOODSON NORTH, LLC |
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Delaware |
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74-2962022 |
GOODSON SPRING BRANCH, LLC |
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Delaware |
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74-2962017 |
HBL, LLC |
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Delaware |
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38-3635872 |
HILL COUNTRY IMPORTS, LTD. |
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Texas |
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74-2585314 |
HT AUTOMOTIVE, LLC |
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Delaware |
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41-2251059 |
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Exact Name of Registrant Guarantor as Specified in its Charter
(1)
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State or Other Jurisdiction of
Incorporation or Organization |
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I.R.S. Employer
Identification Number |
HUDSON MOTORS PARTNERSHIP |
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New Jersey |
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22-3186282 |
KMT/UAG, INC. |
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California |
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95-3189650 |
LANDERS AUTO SALES, LLC |
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Delaware |
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84-1664308 |
LANDERS FORD NORTH, INC. |
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Arkansas |
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71-0833592 |
LATE ACQUISITION I, LLC |
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Delaware |
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33-1011098 |
LATE ACQUISITION II, LLC |
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Delaware |
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33-1011096 |
MOTORCARS ACQUISITION IV, LLC |
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Delaware |
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38-3569545 |
MOTORCARS ACQUISITION V, LLC |
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Delaware |
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87-0721680 |
MOTORCARS ACQUISITION VI, LLC |
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Delaware |
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86-1121782 |
MOTORCARS ACQUISITION, LLC |
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Delaware |
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38-3526432 |
OCT PARTNERSHIP |
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New Jersey |
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22-3248303 |
PAG ACQUISITION 27, LLC |
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Delaware |
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27-0398643 |
PAG ACQUISITION 28, LLC |
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Delaware |
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27-0398588 |
PAG ACQUISITION 66, LLC |
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Delaware |
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none |
PAG ANNAPOLIS JL1, LLC |
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Delaware |
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46-3695869 |
PAG ATLANTA MANAGEMENT, LLC |
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Delaware |
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13-3865530 |
PAG AUSTIN L1, LLC |
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Delaware |
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83-1863142 |
PAG AZ PROPERTIES, LLC |
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Delaware |
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26-1377262 |
PAG BEDFORD A1, LLC |
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Delaware |
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27-3969879 |
PAG BEDFORD P1, LLC |
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Delaware |
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27-3969933 |
PAG BEDFORD PROPERTIES, LLC |
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Delaware |
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none |
PAG CHANDLER JLR, LLC |
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Delaware |
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82-1381434 |
PAG CHANTILLY M1, LLC |
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Delaware |
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26-1377251 |
PAG CHANTILLY P1, LLC |
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Delaware |
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83-4583556 |
PAG CHARLOTTE M1, LLC |
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Delaware |
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85-3233234 |
PAG CLOVIS T1, INC. |
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Delaware |
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26-1857570 |
PAG CONNECTICUT LR1, LLC |
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Delaware |
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47-2218165 |
PAG DAVIE P1, LLC |
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Delaware |
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46-3687094 |
PAG DISTRIBUTOR S1, LLC |
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Delaware |
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87-0766681 |
PAG EAST, LLC |
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Delaware |
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35-2036025 |
PAG EAST 295, LLC |
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Delaware |
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87-3472525 |
PAG EAST 296, LLC |
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Delaware |
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87-3495959 |
PAG GOODYEAR F1, LLC |
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Delaware |
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86-1024935 |
PAG GREENWICH B1, LLC |
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Delaware |
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46-4359670 |
PAG GREENWICH HOLDINGS, LLC |
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Delaware |
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46-4033557 |
PAG INDIANA G1, LLC |
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Delaware |
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87-2494054 |
PAG INDIANA H1, LLC |
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Delaware |
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87-2469519 |
PAG INTERNATIONAL SERVICES, LLC |
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Delaware |
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46-4042748 |
PAG INVESTMENTS, LLC |
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Delaware |
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27-5082711 |
PAG LEANDER H1, LLC |
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Delaware |
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82-3046659 |
PAG LEANDER H2, LLC |
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Delaware |
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87-4597246 |
PAG MADISON L1, LLC |
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Delaware |
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46-0992715 |
PAG MADISON T1, LLC |
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Delaware |
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46-0983205 |
PAG MARIN M1, INC. |
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Delaware |
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27-4171554 |
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Exact Name of Registrant Guarantor as Specified in its Charter
(1)
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State or Other Jurisdiction of
Incorporation or Organization |
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I.R.S. Employer
Identification Number |
PAG MCALLEN H1, LLC |
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Delaware |
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46-3643632 |
PAG MCALLEN T1, LLC |
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Delaware |
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46-3655017 |
PAG MENTOR A1, INC. |
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Ohio |
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34-1403202 |
PAG NEW JERSEY A1, LLC |
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Delaware |
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47-5025018 |
PAG NEW JERSEY CS, LLC |
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Delaware |
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81-2315006 |
PAG NEW JERSEY JL1, LLC |
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Delaware |
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47-5068848 |
PAG NEW JERSEY JL2, LLC |
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Delaware |
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81-4966517 |
PAG NEW JERSEY JL3, LLC |
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Delaware |
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82-4010306 |
PAG NEW JERSEY P1, LLC |
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Delaware |
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47-5038322 |
PAG NORTH ORANGE A1, INC. |
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Delaware |
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86-1316708 |
PAG NORTH SCOTTSDALE BE, LLC |
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Delaware |
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26-1363608 |
PAG NORTH SCOTTSDALE M1, LLC |
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Delaware |
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82-0651162 |
PAG NORTH SCOTTSDALE PP1, LLC |
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Delaware |
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none |
PAG NORTHERN CALIFORNIA MANAGEMENT, INC. |
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Delaware |
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27-1068131 |
PAG ONTARIO B1, INC. |
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Delaware |
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46-0738871 |
PAG ORANGE COUNTY L1, INC. |
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Delaware |
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47-4863566 |
PAG ORANGE COUNTY MANAGEMENT COMPANY, INC. |
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Delaware |
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45-3981423 |
PAG ORANGE COUNTY RR1, INC. |
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Delaware |
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45-4896142 |
PAG ORANGE COUNTY S1, INC. |
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Delaware |
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47-0957524 |
PAG ORLANDO GENERAL, LLC |
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Delaware |
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26-1207380 |
PAG ORLANDO LIMITED, LLC |
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Delaware |
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26-1206643 |
PAG ORLANDO PARTNERSHIP, LTD. |
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Florida |
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26-1340023 |
PAG PENNSYLVANIA CS, LLC |
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Delaware |
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81-2338272 |
PAG ROSWELL B1, LLC |
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Delaware |
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81-4497213 |
PAG SAN FRANCISCO N1, INC. |
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Delaware |
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27-3979807 |
PAG SANTA ANA AVW, INC. |
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Delaware |
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27-1339782 |
PAG SANTA ANA B1, INC. |
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Delaware |
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45-2267865 |
PAG SURPRISE T1, LLC |
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Delaware |
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46-2042352 |
PAG TEMPE M1, LLC |
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Delaware |
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26-1377292 |
PAG TEXAS MANAGEMENT COMPANY, LLC |
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Delaware |
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45-3981193 |
PAG TURNERSVILLE AU, LLC |
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Delaware |
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26-4426061 |
PAG WASHINGTON A1, LLC |
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Delaware |
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81-2292613 |
PAG WEST, LLC |
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Delaware |
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13-3914611 |
PAG WEST 293, INC. |
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Delaware |
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87-4622758 |
PALM AUTO PLAZA, LLC |
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Delaware |
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65-1272503 |
PEACHTREE NISSAN, INC. |
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Georgia |
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58-1273321 |
PENSKE COMMERCIAL VEHICLES US, LLC |
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Delaware |
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46-2758677 |
PETER PAN MOTORS, INC. |
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California |
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94-1747384 |
PMRC, LLC |
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Delaware |
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22-3881752 |
PTG MISSOURI, LLC |
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Delaware |
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86-2256500 |
PTG OF IDAHO, LLC |
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Delaware |
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84-1953882 |
PTG OF UTAH, LLC |
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Delaware |
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84-1943235 |
PTG OREGON, LLC |
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Delaware |
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87-2552435 |
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Exact Name of Registrant Guarantor as Specified in its Charter
(1)
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State or Other Jurisdiction of
Incorporation or Organization |
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I.R.S. Employer
Identification Number |
RELENTLESS PURSUIT ENTERPRISES, INC. |
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California |
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93-1008771 |
SA AUTOMOTIVE, LTD. |
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Arizona |
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86-0583813 |
SAU AUTOMOTIVE, LTD. |
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Arizona |
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86-0839423 |
SCOTTSDALE 101 MANAGEMENT, LLC |
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Delaware |
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26-1363820 |
SCOTTSDALE FERRARI, LLC |
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Arizona |
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86-0981831 |
SCOTTSDALE MANAGEMENT GROUP, LLC |
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Arizona |
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86-0573438 |
SCOTTSDALE PAINT & BODY, LLC |
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Delaware |
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26-1363898 |
SDG AUTOMOTIVE INVESTMENTS, LLC |
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Ohio |
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20-1680626 |
SIGMA MOTORS INC. |
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Arizona |
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86-1047752 |
SINGLE SOURCE TRUCK PARTS, LLC |
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Delaware |
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none |
SK MOTORS, LLC |
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Delaware |
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32-0212884 |
SL AUTOMOTIVE, LLC |
|
Delaware |
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38-3763696 |
SUN MOTORS, LLC |
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Delaware |
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30-0438071 |
TAMBURRO ENTERPRISES, INC. |
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Nevada |
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88-0485938 |
THE AROUND THE CLOCK FREIGHTLINER GROUP, LLC |
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Oklahoma |
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73-1199515 |
UAG ATLANTA H1, LLC |
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Delaware |
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30-0282545 |
UAG ATLANTA IV MOTORS, LLC |
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Delaware |
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58-1092076 |
UAG CAPITOL, INC. |
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Delaware |
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76-0759095 |
UAG CAROLINA, INC. |
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Delaware |
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13-3959601 |
UAG CENTRAL REGION MANAGEMENT, LLC |
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Indiana |
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38-3537233 |
UAG CHANTILLY AU, LLC |
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Delaware |
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87-0766680 |
UAG CLASSIC, INC. |
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Delaware |
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13-3987807 |
UAG CLOVIS, INC. |
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Delaware |
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76-0759096 |
UAG CONNECTICUT, LLC |
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Delaware |
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06-1589742 |
UAG DULUTH, INC. |
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Texas |
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58-1786146 |
UAG EAST, LLC |
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Delaware |
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13-3944970 |
UAG ESCONDIDO A1, INC. |
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Delaware |
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20-3697398 |
UAG ESCONDIDO H1, INC. |
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Delaware |
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20-3697348 |
UAG ESCONDIDO M1, INC. |
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Delaware |
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20-3697423 |
UAG FAYETTEVILLE I, LLC |
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Delaware |
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71-0858576 |
UAG FAYETTEVILLE II, LLC |
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Delaware |
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71-0858577 |
UAG FAYETTEVILLE III, LLC |
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Delaware |
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71-0858578 |
UAG FINANCE COMPANY, INC. |
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Delaware |
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13-3953915 |
UAG HOUSTON ACQUISITION, LTD. |
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Texas |
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38-3542915 |
UAG HUDSON CJD, LLC |
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Delaware |
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87-0766678 |
UAG HUDSON, INC. |
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New Jersey |
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22-1919268 |
UAG INTERNATIONAL HOLDINGS, INC. |
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Delaware |
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51-0393682 |
UAG KISSIMMEE MOTORS, LLC |
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Delaware |
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58-2361341 |
UAG LANDERS SPRINGDALE, LLC |
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Delaware |
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71-0846659 |
UAG LOS GATOS, INC. |
|
Delaware |
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76-0759098 |
UAG MARIN, INC. |
|
Delaware |
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76-0759100 |
UAG MEMPHIS II, INC. |
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Delaware |
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62-1722683 |
UAG MEMPHIS MANAGEMENT, INC. |
|
Delaware |
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62-1722677 |
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Exact Name of Registrant Guarantor as Specified in its Charter
(1)
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State or Other Jurisdiction of
Incorporation or Organization |
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I.R.S. Employer
Identification Number |
UAG MENTOR ACQUISITION, LLC |
|
Delaware |
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38-3553602 |
UAG MINNEAPOLIS B1, LLC |
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Delaware |
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76-0819658 |
UAG NORTHEAST, LLC |
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Delaware |
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13-3914694 |
UAG REALTY, LLC |
|
Delaware |
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38-3543708 |
UAG ROYAL PALM M1, LLC |
|
Delaware |
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06-1774003 |
UAG SAN DIEGO A1, INC. |
|
Delaware |
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20-3697335 |
UAG SAN DIEGO AU, INC. |
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Delaware |
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20-3955972 |
UAG SAN DIEGO H1, INC. |
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Delaware |
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20-3697304 |
UAG SAN DIEGO MANAGEMENT, INC. |
|
Delaware |
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20-3955897 |
UAG STEVENS CREEK II, INC. |
|
Delaware |
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47-0957526 |
UAG TEXAS II, INC. |
|
Delaware |
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13-3933083 |
UAG TEXAS, LLC |
|
Delaware |
|
13-3933080 |
UAG TULSA HOLDINGS, LLC |
|
Delaware |
|
51-0410923 |
UAG TURNERSVILLE REALTY, LLC |
|
Delaware |
|
38-3543708 |
UAG VK, LLC |
|
Delaware |
|
38-3590846 |
UAG WEST BAY AM, LLC |
|
Delaware |
|
61-1442389 |
UAG WEST BAY IAU, LLC |
|
Delaware |
|
61-1442390 |
UAG WEST BAY II, LLC |
|
Delaware |
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38-3672787 |
UAG WEST BAY IL, LLC |
|
Delaware |
|
30-0150590 |
UAG WEST BAY IM, LLC |
|
Delaware |
|
37-1458215 |
UAG WEST BAY IP, LLC |
|
Delaware |
|
32-3360132 |
UAG WEST BAY IW, LLC |
|
Delaware |
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36-4521984 |
UAG YOUNG II, INC. |
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Delaware |
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13-3985679 |
UAG-CARIBBEAN, INC. |
|
Delaware |
|
13-3980142 |
UNITED AUTO LICENSING, LLC |
|
Delaware |
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38-3556189 |
UNITED AUTO SCOTTSDALE PROPERTY HOLDINGS, LLC |
|
Delaware |
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86-1123497 |
UNITED AUTOCARE PRODUCTS, LLC |
|
Delaware |
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13-3922210 |
UNITED NISSAN, INC. |
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Georgia |
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58-2038392 |
UNITED NISSAN, INC. |
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Tennessee |
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62-0790848 |
UNITED RANCH AUTOMOTIVE, LLC |
|
Delaware |
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86-1008720 |
UNITEDAUTO FINANCE, INC. |
|
Delaware |
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16-1456003 |
WEST PALM AUTO MALL, INC. |
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Florida |
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65-0050208 |
WTA MOTORS, LTD. |
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Texas |
|
33-1011102 |
__________________
(1)The
address of each guarantor is 2555 Telegraph Road, Bloomfield Hills,
MI 48302.
c/o Penske Automotive Group, Inc.
2555 Telegraph Road
Bloomfield Hills, Michigan 48302
(248) 648-2500
(Address, Including Zip Code, and Telephone
Number, Including Area Code, of Each of the Co-Registrant’s
Principal Executive Offices)
Shane M. Spradlin
Executive Vice President and General Counsel
2555 Telegraph Road
Bloomfield Hills, Michigan 48302
Telephone No.: (248) 648-2560
(Address, Including Zip Code, and Telephone
Number, Including Area Code, of Agent for Service of Process
for Each of the Co-Registrants)
PROSPECTUS
Penske Automotive Group, Inc.
Debt Securities
Preferred Stock
Common Stock
Warrants
We may use this prospectus from time to time to offer debt
securities, shares of our preferred stock, shares of our common
stock or warrants to purchase our debt securities, preferred stock
or common stock. Any or all of the securities may be offered and
sold separately or together.
In addition, certain selling securityholders to be identified in a
prospectus supplement may use this prospectus from time to time to
offer shares of common stock or preferred stock, warrants or other
securities. To the extent that any selling securityholder resells
any securities, the selling securityholder may be required to
provide you with this prospectus and a prospectus supplement
identifying and containing specific information about the selling
securityholder and the terms of the securities being
offered.
We and/or selling securityholders may offer and sell securities to
or through one or more underwriters, dealers and agents, or
directly to purchasers, on a continuous or delayed basis. This
prospectus also covers guarantees, if any, of our payment
obligations under any debt securities, which may be given by
certain of our subsidiaries on terms to be determined at the time
of the offering of such debt securities. The debt securities and
preferred stock may be convertible into or exchangeable or
exercisable for other securities. The specific terms of these
securities, and the manner in which these securities will be
offered, will be provided in supplements to this prospectus. The
prospectus supplements may also add, update or change information
contained in this prospectus. Information in this prospectus will
be deemed modified or superseded by an accompanying prospectus
supplement or other offering materials. You should carefully read
this prospectus and any relevant prospectus supplement, as well as
the documents incorporated or deemed to be incorporated by
reference in this prospectus, before you make an investment
decision with respect to any offering.
Our common stock is listed on the New York Stock Exchange under the
symbol “PAG.” Each prospectus supplement will indicate if the
securities offered thereby will be listed on any securities
exchange.
For a discussion of factors that you should consider before you
invest in our securities, see “Risk
Factors”
on
page 9
of this prospectus. You should carefully read and consider these
risk factors and the risk factors included in our periodic reports,
in any prospectus supplement relating to specific offerings of
securities and in other documents that we file with the Securities
and Exchange Commission.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful and
complete. Any representation to the contrary is a criminal
offense.
The date of this prospectus is November 1, 2022.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement we filed with
the U.S. Securities and Exchange Commission (the “SEC”) using a
“shelf” registration process. Under this shelf registration
process, we may sell, from time to time, any combination of the
securities described in this prospectus in one or more offerings,
and certain selling securityholders to be identified in a
prospectus supplement may sell, from time to time, shares of our
common stock or preferred stock, warrants or other securities. This
prospectus provides you with a general description of the
securities we and/or selling securityholders may offer. Each time
we and/or selling securityholders sell securities, a prospectus
supplement will be provided that contains specific information
about the terms of that offering and the specific manner in which
such securities may be offered. The prospectus supplement may also
add to, update or change information contained in or incorporated
by reference into this prospectus. To the extent that any statement
made in a prospectus supplement or other offering material is
inconsistent with statements made in this prospectus, the
statements made in this prospectus will be deemed modified or
superseded by those made in the prospectus supplement or other
offering material. The prospectus supplement or other offering
material may also contain information about any material federal
income tax considerations relating to our securities described in
the prospectus supplement or other offering material. You should
read both this prospectus and any prospectus supplement, together
with additional information described under “Documents Incorporated
by Reference into this Prospectus” and “Where You Can Find More
Information” elsewhere in this prospectus before making an
investment decision with respect to any offering of our
securities.
This prospectus contains summaries of certain provisions contained
in some of the documents described herein, but reference is made to
the actual documents for complete information. All of the summaries
are qualified in their entirety by the actual documents. Copies of
some of the documents referred to herein have been filed or will be
filed or incorporated by reference as exhibits to the registration
statement of which this prospectus is a part, and you may obtain
copies of those documents as described below under “Where You Can
Find More Information” elsewhere in this prospectus.
The registration statement that contains this prospectus, including
the exhibits to the registration statement, contains additional
information about us and the securities offered under this
prospectus. That registration statement can be read at the SEC’s
web site (http://www.sec.gov)
or at the Company’s website (http://www.penskeautomotive.com)
mentioned under the heading “Where You Can Find More Information”
elsewhere in this prospectus. The information contained on, or
accessible through, our corporate website or any other website that
we may maintain is not part of this prospectus or the
registration statement of which this prospectus forms a
part.
You should rely only on the information contained in or
incorporated by reference into this prospectus or any prospectus
supplement that we have specifically referred you to. We have not
authorized any other person to provide you with different or
additional information. If anyone provides you with different or
additional information, you should not rely on it. The information
in this prospectus is accurate as of the date on the front cover.
The information we have filed and will file with the SEC that is
incorporated by reference into this prospectus is accurate as of
the filing date of those documents. You should not assume that the
information in this prospectus, any accompanying prospectus
supplement or any documents we incorporate by reference into this
prospectus and any prospectus supplement is accurate as of any date
other than the filing date of those documents. Our business,
financial condition, results of operations and prospects may have
changed since those dates and may change again. We will not make an
offer to sell securities in any jurisdiction where the offer or
sale is not permitted.
This prospectus may not be used to sell our securities unless it is
accompanied by a prospectus supplement or other offering
material.
As used in this prospectus, the terms the “Company,” “Penske
Automotive,” “we,” “us” and “our” may, depending upon the context,
refer to Penske Automotive Group, Inc., our consolidated
subsidiaries or to all of them taken as a whole.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this prospectus or the documents incorporated
by reference into this prospectus constitute “forward-looking
statements” within the meaning of the Federal Private Securities
Litigation Reform Act of 1995. These forward-looking statements are
included in various sections of this prospectus and the documents
incorporated by reference into this prospectus. Words such as
“anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,”
“goal,” “plan,” “seek,” “project,” “continue,” “will,” “would,” and
variations of such words and similar expressions, are intended to
identify such forward-looking statements. We intend for our
forward-looking statements to be covered by the safe harbor
provisions for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995, and we set forth this
statement in order to comply with such safe harbor provisions. You
should note that our forward-looking statements speak only as of
the date made, and we undertake no duty or obligation to update or
revise our forward-looking statements, whether as a result of new
information, future events, or otherwise. Forward-looking
statements include, without limitation, statements with respect
to:
•our
expectations regarding the COVID-19 pandemic and the resolution of
vehicle production issues;
•our
future financial and operating performance;
•future
dealership openings, acquisitions, and dispositions;
•future
potential capital expenditures and securities
repurchases;
•our
ability to realize cost savings and synergies;
•our
ability to respond to economic cycles;
•trends
and sales levels in the automotive retail industry, commercial
vehicles industries and in the general economy in the various
countries in which we operate;
•the
rate of adoption of electric vehicles and its effect on our
business;
•our
ability to access the remaining availability under our credit
agreements;
•our
liquidity;
•performance
of joint ventures, including Penske Transportation Solutions
(“PTS”), the universal brand name for Penske Truck Leasing’s
various business lines;
•future
foreign currency exchange rates and geopolitical
events;
•the
outcome of various regulatory initiatives and legal
proceedings;
•results
of self-insurance plans;
•trends
affecting the automotive or trucking industries generally, such as
the rate of adoption of electric vehicles and changes to an agency
model of distribution in the U.K. and Europe, and our future
financial condition or results of operations; and
•our
business strategy.
Forward-looking statements involve known and unknown risks and
uncertainties and are not assurances of future performance. Our
actual results may differ materially from those anticipated in
these forward-looking statements due to a variety of factors. These
forward-looking statements are affected by risks, uncertainties and
assumptions that we make, including, among other things, the
factors that are described in “Risk Factors,” and the
following:
•we
depend on the success, popularity and availability of the brands we
sell, and adverse conditions affecting one or more of these vehicle
manufacturers, including the adverse impact on the vehicle and
parts
supply chain due to natural disasters, the shortage of microchips
or other components, the COVID-19 pandemic, the war in Ukraine, or
other disruptions that interrupt the supply of vehicles and parts
to us may negatively impact our revenues and
profitability;
•our
business and the automotive retail and commercial vehicles
industries in general are susceptible to adverse economic and
geo-political conditions, including changes in interest rates,
foreign currency exchange rates, customer demand, customer
confidence, the rate of inflation, including its impact on vehicle
affordability, fuel prices, unemployment rates and credit
availability;
•increased
tariffs, import product restrictions, and foreign trade risks that
may impair our ability to sell foreign vehicles
profitably;
•the
number of new and used vehicles sold in our markets, which impacts
our ability to generate new and used vehicle gross profit and
future service and parts operations;
•the
effect on our businesses of the changing retail environment due to
certain manufacturers selling direct to consumers outside the
franchise system, changes to an agency model of distribution in the
U.K and Europe which will negatively impact revenues, reduce
SG&A costs, and reduce floor plan interest expense (although
other impacts to our results of operations remain uncertain), and
the growing number of electric vehicles;
•the
effect on our businesses of the new mobility technologies such as
shared vehicle services, such as Uber and Lyft, and the eventual
availability of driverless vehicles;
•vehicle
manufacturers exercise significant control over our operations, and
we depend on them and the continuation of our franchise and
distribution agreements in order to operate our
business;
•we
are subject to the risk that a substantial number of our new or
used inventory may be unavailable due to recall or other
reasons;
•the
success of our commercial vehicle distribution operations and
engine and power systems distribution operations depends upon
continued availability of the vehicles, engines, power systems and
other parts we distribute, demand for those vehicles, engines,
power systems and parts, and general economic conditions in those
markets;
•a
restructuring of any significant vehicle manufacturer or
supplier;
•our
operations may be affected by severe weather or other periodic
business interruptions;
•we
have substantial risk of loss not covered by
insurance;
•we
may not be able to satisfy our capital requirements for
acquisitions, facility renovation projects, financing the purchase
of our inventory or refinancing of our debt when it becomes
due;
•our
level of indebtedness may limit our ability to obtain financing
generally and may require that a significant portion of our cash
flow be used for debt service;
•non-compliance
with the financial ratios and other covenants under our credit
agreements and operating leases;
•higher
interest rates may significantly increase our variable rate
interest costs and, because many customers finance their vehicle
purchases, decrease vehicle sales;
•our
operations outside of the U.S. subject our profitability to
fluctuations relating to changes in foreign currency
values;
•with
respect to PTS, changes in the financial health of its customers,
labor strikes or work stoppages by its employees, a reduction in
PTS’ asset utilization rates, continued availability from truck
manufacturers and
suppliers of vehicles and parts for its fleet, changes in values of
used trucks which affects PTS’ profitability on truck sales,
compliance costs in regard to its trucking fleet and truck drivers,
its ability to retain qualified drivers and technicians, risks
associated with its participation in multi-employer pension plans,
conditions in the capital markets to assure PTS’ continued
availability of capital to purchase trucks, the effect of changes
in lease accounting rules on PTS’ customers’ purchase/lease
decisions and industry competition, each of which could impact
distributions to us;
•we
are dependent on continued security and availability of our
information technology systems, which systems are increasingly
threatened by ransomware and other cyberattacks, and we may be
subject to fines, penalties, and other costs under applicable
privacy laws if we do not maintain our confidential customer and
employee information properly;
•if
we lose key personnel, especially our Chief Executive Officer, or
are unable to attract additional qualified personnel;
•new
or enhanced regulations relating to automobile dealerships
including those enacted in certain European countries, Washington,
California, Massachusetts, and New York banning the sale of new
vehicles with gasoline engines (with regulations in Europe starting
as early as 2030, and California requiring 35% of all new consumer
vehicles to be emission free in 2026, 68% to be emission free by
2030 and 100% to be emission free by 2035, with some allowances for
plug-in hybrid vehicles);
•changes
in tax, financial or regulatory rules or requirements;
•we
could be subject to legal and administrative proceedings which, if
the outcomes are adverse to us, could have a material adverse
effect on our business;
•if
state dealer laws in the U.S. are repealed or weakened or new
manufacturers such as those selling electric vehicles are able to
conduct significant vehicle sales outside of the franchised
automotive system, our automotive dealerships may be subject to
increased competition and may be more susceptible to termination,
non-renewal or renegotiation of their franchise
agreements;
•some
of our directors and officers may have conflicts of interest with
respect to certain related party transactions and other business
interests; and
•shares
of our common stock eligible for future sale may cause the market
price of our common stock to drop significantly, even if our
business is doing well.
We urge you to carefully read and consider these risk factors and
the risk factors included in our periodic reports, in any
prospectus supplement relating to specific offerings of our
securities and in the other documents that we file with the SEC in
evaluating all forward-looking statements regarding our business.
You are cautioned not to place undue reliance on the
forward-looking statements contained in this prospectus or
incorporated by reference herein. All forward-looking statements
attributable to us are qualified in their entirety by this
cautionary statement.
You should be aware that any forward-looking statement made by us
in this prospectus or in the documents incorporated by reference
into this prospectus, or elsewhere, speaks only as of the date on
which we make it. New risks and uncertainties come up from time to
time, and it is impossible for us to predict these events or how
they may affect us. Except to the extent required by the federal
securities laws and the Securities and Exchange Commission’s rules
and regulations, we have no intention or obligation to update
publicly any forward-looking statements, whether as a result of new
information, future events, or otherwise. In light of these risks
and uncertainties, you should keep in mind that any scenarios or
results contained in any forward-looking statement made in this
prospectus or elsewhere might not occur.
Manufacturer disclaimer
No domestic or foreign manufacturer or distributor or any of their
affiliates has been involved, directly or indirectly, in the
preparation of this prospectus or the registration statement of
which this prospectus forms a part. No automobile manufacturer or
distributor or any of their affiliates has made or been authorized
to make any
statements or representations in connection with this prospectus,
no manufacturer or distributor or any of their affiliates has
provided any information or materials that were used in connection
with the prospectus, and no automobile manufacturer or distributor
or any of their affiliates has any responsibility for the accuracy
or completeness of this prospectus or for the registration
statement of which this prospectus forms a part.
DOCUMENTS INCORPORATED BY REFERENCE INTO THIS
PROSPECTUS
We file annual, quarterly and current reports and other information
with the SEC. See “Where You Can Find More Information.” We filed a
registration statement on Form S-3 to register with the SEC
the securities described in this prospectus. This prospectus is
part of that registration statement. As permitted by SEC rules,
this prospectus does not contain all the information contained in
the registration statement or the exhibits to the registration
statement. The SEC allows us to incorporate by reference the
information we file with it into this prospectus. This means that
we can disclose important business, financial and other information
to you by referring you to other documents separately filed with
the SEC.
The following documents are incorporated into this prospectus by
reference:
•the
portions of our definitive proxy statement on Schedule 14-A filed
on
March 18, 2022
that are incorporated by reference into our Annual Report on
Form 10-K for the year ended
December 31, 2021;
•the
description of our common stock set forth in
Exhibit 4.5
of our Annual Report on Form 10-K for the year ended December 31,
2019, including any subsequent amendment or any report filed for
the purpose of updating such description; and
•all
documents filed by us under Section 13(a), 13(c), 14 or
15(d) of the U.S. Securities Exchange Act of 1934, as
amended (the “Exchange Act”), after the date of this prospectus and
before the termination of the applicable offering (except for
information furnished to the SEC that is not deemed to be “filed”
for purposes of the Exchange Act).
Any statement made in this prospectus, a prospectus supplement or a
document incorporated by reference in this prospectus or a
prospectus supplement will be deemed to be modified or superseded
for purposes of this prospectus and any applicable prospectus
supplement to the extent that a statement contained in an amendment
or subsequent amendment to this prospectus or an applicable
prospectus supplement or in any other subsequently filed document
incorporated by reference herein or therein adds to, updates or
changes that statement. Any statement so affected will not be
deemed, except as so affected, to constitute a part of this
prospectus or any applicable prospectus supplement.
You may obtain a copy of these filings, excluding exhibits (unless
such exhibits are specifically incorporated by reference), free of
charge, by oral or written request directed to: Penske Automotive
Group, Inc., 2555 Telegraph Road, Bloomfield Hills, Michigan,
48302, Attention: General Counsel, Phone:
(248) 648-2500.
THE COMPANY
We are a diversified international transportation services company
and one of the world’s premier automotive and commercial truck
retailers. We operate dealerships principally in the United States,
the United Kingdom, Canada, Germany, Italy, and Japan, and we are
one of the largest retailers of commercial trucks in North America
for Freightliner. We also distribute and retail commercial
vehicles, diesel and gas engines, power systems, and related parts
and services principally in Australia and New Zealand. We employ
over 26,500 people worldwide. Additionally, we own 28.9% of Penske
Transportation Solutions, a business that employs over 40,000
people worldwide and manages a fleet of over 400,000 trucks,
tractors, and trailers, providing innovative transportation, supply
chain, and technology solutions to North American
fleets.
Retail Automotive.
We are one of the largest global automotive retailers as measured
by the $22.5 billion in total retail automotive dealership revenue
we generated in 2021. As of September 30, 2022, we operated 340
retail automotive franchised dealerships, of which 152 are located
in the U.S. and 188 are located outside of the U.S. The franchised
dealerships outside the U.S. are located primarily in the U.K. We
also operate 21 used vehicle dealerships in the U.S. and the U.K.
which retail used vehicles under a one price, “no-haggle”
methodology under the CarShop brand. Our CarShop operations consist
of eight retail dealerships in the U.S. and 13 retail dealerships
and a vehicle preparation center in the U.K. We retailed and
wholesaled more than 410,000 vehicles in the nine months ended
September 30, 2022. We are diversified geographically with 57% of
our total retail automotive dealership revenues in the nine months
ended September 30, 2022, generated in the U.S. and Puerto Rico and
43% generated outside the U.S. We offer over 35 vehicle brands with
70% of our retail automotive franchised dealership revenue
generated from premium brands, such as Audi, BMW, Land Rover,
Mercedes-Benz, and Porsche, in the nine months ended September 30,
2022.
Each of our franchised dealerships offers a wide selection of new
and used vehicles for sale. In addition to selling new and used
vehicles, we generate higher-margin revenue at each of our
dealerships through maintenance and repair services, the sale and
placement of third-party finance and insurance products,
third-party extended service and maintenance contracts, and
replacement and aftermarket automotive products. We operate our
franchised dealerships under franchise agreements with a number of
automotive manufacturers and distributors that are subject to
certain rights and restrictions typical of the industry. In March
2022, we agreed to transition our U.K. Mercedes Benz dealerships to
an agency model beginning in 2023. Under an agency model, our U.K.
Mercedes Benz dealerships will receive a fee for facilitating the
sale by the manufacturer of a new vehicle but will not hold the
vehicle in inventory. We will continue to provide new vehicle
customer service at our U.K. Mercedes Benz dealerships, and the
agency model is not expected to structurally change our used
vehicle sales operations or service and parts operations. See Part
II, Item 1A. Risk Factors in our Quarterly Report on Form 10-Q for
the quarter ended March 31, 2022, for a discussion of
agency.
Retail Commercial Truck Dealership.
We operate Premier Truck Group (“PTG”), a heavy- and medium-duty
truck dealership group offering primarily Freightliner and Western
Star trucks (both Daimler brands) with locations across nine U.S.
states and Ontario, Canada. During February 2022, we acquired TEAM
Truck Centres, a retailer of heavy- and medium-duty Freightliner
and Western Star commercial trucks located in Ontario, Canada
representing four full-service dealerships. As of September 30,
2022, PTG operated 39 locations, selling new and used trucks, parts
and service, and offering collision repair services.
Penske Australia.
Penske Australia is the exclusive importer and distributor of
Western Star heavy-duty trucks (a Daimler Truck brand), MAN heavy-
and medium-duty trucks and buses (a VW Group brand), and Dennis
Eagle refuse collection vehicles, together with associated parts,
across Australia, New Zealand, and portions of the Pacific. In most
of these same markets, we are also a leading distributor of diesel
and gas engines and power systems, principally representing MTU (a
Rolls-Royce solution), Detroit Diesel, Allison Transmission, and
Bergen Engines. Penske Australia offers products across the on- and
off-highway markets, including in the trucking, mining, power
generation, defense, marine, rail, and construction sectors and
supports full parts and aftersales service through a network of
branches, field service locations, and dealers across the
region.
Penske Transportation Solutions.
We hold a 28.9% ownership interest in Penske Truck Leasing Co.,
L.P. (“PTL”). PTL is owned 41.1% by Penske Corporation, 28.9% by
us, and 30.0% by Mitsui & Co., Ltd. We account
for our investment in PTL under the equity method, and we therefore
record our share of PTL’s earnings on our statements of income
under the caption “Equity in earnings of affiliates,” which also
includes the results of our other equity method investments. Penske
Transportation Solutions (“PTS”) is the universal brand name for
PTL’s various business lines through which it is capable of meeting
customers’ needs across the supply chain with a broad product
offering that includes full-service truck leasing, truck rental,
and contract maintenance along with logistic services, such as
dedicated contract carriage, distribution center management,
transportation management, lead logistics provider services, and
dry van truckload carrier services.
We are incorporated in the state of Delaware and began dealership
operations in October 1992. Our telephone number is (248)
648-2500 and our website is http://www.penskeautomotive.com. The
information on our website is not part of this
prospectus.
RISK FACTORS
An investment in our securities involves a high degree of risk.
Prior to making a decision about investing in our securities, you
should carefully consider the risks and uncertainties described
under “Risk Factors” or “Disclosure Regarding Forward-Looking
Statements” in the applicable prospectus supplement and in our most
recent annual report on Form 10-K, quarterly reports on
Form 10-Q and current reports on Form 8-K, including any
amendments to such reports, incorporated in the registration
statement of which this prospectus forms a part, together with all
other information contained and incorporated by reference in this
prospectus and the applicable prospectus supplement. The risks and
uncertainties described herein and therein are not the only ones
facing us. Additional risks and uncertainties not presently known
to us or that we currently deem immaterial may also occur. The
occurrence of any of those risks and uncertainties may materially
adversely affect our financial condition, results of operations,
cash flows or business. In that case, the price or value of our
securities could decline and you could lose all or part of your
investment.
USE OF PROCEEDS
Unless otherwise described in the applicable prospectus supplement,
the net proceeds from the sale of the offered securities by us will
be used for general corporate purposes, which may include working
capital, inventory financing, the acquisition of new businesses,
the improvement and expansion of existing facilities, the purchase
or construction of new facilities, debt service and repayments,
dividends, and potential repurchases of our outstanding securities.
We will have significant discretion in the use of any net proceeds
and may invest the net proceeds temporarily until we use them for
their intended purpose. Additional information on the use of net
proceeds from any sale of securities offered by us pursuant to this
prospectus may be set forth in the prospectus supplement or other
offering material relating to such offering.
We will not receive any proceeds from the resale of securities by
selling securityholders pursuant to this prospectus and the
applicable prospectus supplement.
DESCRIPTION OF DEBT SECURITIES
This section describes the general terms that will apply to any
debt securities that we may offer in the future and to which a
future prospectus supplement may relate. At the time that we offer
debt securities, we will describe in the prospectus supplement that
relates to that offering (1) the specific terms of the debt
securities and (2) the extent to which the general terms
described in this section apply to those debt
securities.
We may issue debt securities consisting of senior securities and
subordinated securities that may be secured or unsecured. The
senior securities are to be issued under an indenture to be entered
into later between Penske Automotive and The Bank of New York
Mellon Trust Company, N.A., as trustee. The subordinated securities
are to be issued under a separate indenture, dated as of November
21, 2014, between Penske Automotive and The Bank of New York Mellon
Trust Company, N.A., as trustee. The form of the indenture for the
senior securities and the executed indenture for the subordinated
securities are incorporated by reference as exhibits to the
registration statement of which this prospectus forms a part. In
the discussion that follows, we summarize particular provisions of
the indentures. Our discussion of indenture provisions is only a
summary and is not complete. You should read the indentures
including changes to be filed as part of any supplemental
prospectus, for a more complete understanding of the provisions we
describe.
The aggregate principal amount of debt securities that we may issue
under each of the indentures is unlimited. The indenture allows us
to reopen a previous issue of a series of debt securities and issue
additional debt securities of that issue.
To the extent that debt securities are guaranteed, the guarantees
will be set forth in the applicable indenture or supplements
thereto. To the extent that debt securities or related guarantees
are secured, the security interest will be granted under and
subject to the applicable indenture or supplements thereto,
security agreement, pledge agreements, mortgages, intercreditor
agreements, lien subordination agreements and other documents as
may be required.
General
Each prospectus supplement relating to a particular offering of
debt securities will describe the specific terms of debt
securities. Those specific terms will include the
following:
•the
title of the debt securities;
•any
limit on the aggregate principal amount of the debt securities of a
particular series;
•whether
any of the debt securities are to be issuable in permanent global
form;
•the
date or dates on which the debt securities will
mature;
•the
rate or rates at which the debt securities will bear interest, if
any, or the formula pursuant to which such rate or rates shall be
determined, and the date or dates from which any such interest will
accrue;
•the
payment dates on which interest, if any, on the debt securities
will be payable and the regular record dates which will be used to
determine who is entitled to receive each interest
payment;
•the
terms, if any, upon which the debt securities may be converted into
shares of our common stock;
•any
mandatory or optional sinking fund or analogous
provisions;
•each
office or agency where, subject to the terms of the applicable
indenture, the principal of and any premium and interest on the
debt securities will be payable and each office or agency where,
subject to the terms of the applicable indenture, the debt
securities may be presented for registration of transfer or
exchange;
•the
date, if any, after which and the price or prices at which the debt
securities may be redeemed, in whole or in part at our option or at
the option of the holder of the debt securities, or according to
any mandatory
redemption provisions, and the other detailed terms and provisions
of any such optional or mandatory redemption
provisions;
•the
denominations in which any debt securities will be issuable, if
other than denominations of $1,000 and any integral multiple
thereof;
•the
portion of the principal amount of the debt securities, if other
than the principal amount, payable upon acceleration of
maturity;
•the
person(s), if other than the trustee, who shall be the security
registrar, the initial paying agent and the depositary for the debt
securities;
•the
terms of subordination applicable to any series of subordinated
securities;
•the
terms of any guarantees; and
•any
other terms of the debt securities inconsistent with the provisions
of the indentures.
Except where specifically described in the applicable prospectus
supplement, the indentures do not contain any covenants designed to
protect holders of the debt securities against a reduction in our
creditworthiness, including in the event of a highly leveraged
transaction, or to prohibit other transactions which may adversely
affect holders of the debt securities.
We may issue debt securities as original issue discount securities
to be sold at a substantial discount below their stated principal
amounts. We will describe in the relevant prospectus supplement any
special United States federal income tax considerations that may
apply to debt securities issued with such an original issue
discount. Special United States tax considerations applicable to
any debt securities that are denominated in a currency other than
United States dollars or that use an index to determine the amount
of payments of principal of and any premium and interest on the
debt securities will also be set forth in a prospectus
supplement.
Global Securities
According to the indentures, so long as the depositary’s nominee is
the registered owner of a global security, that nominee will be
considered the sole owner of the debt securities represented by the
global security for all purposes. Except as provided in the
relevant prospectus supplement, owners of beneficial interests in a
global security will not be entitled to have debt securities of the
series represented by the global security registered in their
names, will not receive or be entitled to receive physical delivery
of debt securities of such series in definitive form and will not
be considered the owners or holders of the debt securities under
the indentures. Principal of, premium, if any, and interest on a
global security will be payable in the manner described in the
relevant prospectus supplement.
Form, Exchange and Transfer
We will issue the debt securities of each series only in registered
form, without coupons, and, unless otherwise specified in the
applicable prospectus supplement, only in denominations of $1,000
and integral multiples thereof.
Holders may, at their option, but subject to the terms of the
indentures and the limitations that apply to global securities,
exchange their debt securities for other debt securities of the
same series containing identical terms and provisions, in any
authorized denomination and of a like tenor and aggregate principal
amount.
Subject to the terms of the indentures and the limitations that
apply to global securities, holders may exchange debt securities as
provided above. No service charge applies for any registration of
transfer or exchange of debt securities, but the holder may have to
pay any tax or other governmental charge associated with
registration of transfer or exchange. We have appointed the trustee
as security registrar. Any transfer agent (in addition to the
security registrar) initially designated by us for any debt
securities will be named in the applicable prospectus supplement.
We may at any time designate additional transfer agents or cancel
the designation of any transfer agent or approve a change in the
office through which any transfer agent acts. However, we will be
required to maintain a transfer agent in each place of payment for
the debt securities of each series.
If the debt securities are to be partially redeemed, we will not be
required to:
•issue
or register the transfer of or exchange any debt security during a
period beginning 15 days before the day of the selection for
redemption of the debt securities of the applicable series and
ending on the close of business on the day of such
selection; or
•register
the transfer of or exchange any debt security selected for
redemption, in whole or in part, except the unredeemed portion of
any debt security being redeemed in part.
Payment and Paying Agents
We will pay interest on a debt security on any interest payment
date to the registered holder of the debt security as of the close
of business on the regular record date for payment of interest. If
the debt securities do not remain in book entry form, the record
date for each interest payment date will be the close of business
on the fifteenth calendar day immediately preceding the applicable
interest payment date. In such instance, we will pay such interest
either:
•on
a special record date between 10 and 15 days before the
payment; or
•in
any other lawful manner of payment that is consistent with the
requirements of any securities exchange on which the debt
securities may be listed for trading.
We will pay the principal of and any premium and interest on the
debt securities at the office of the paying agent or paying agents
that we designate. We may pay interest by check mailed to the
address of the person entitled to the payment as the address
appears in the security register. We have designated the corporate
trust office of the trustee as our sole paying agent for payments
on the debt securities. Any other paying agents initially
designated by us for the debt securities will be named in the
applicable prospectus supplement. We may at any time designate
additional paying agents, rescind the designation of any paying
agent or approve a change in the office through which any paying
agent acts.
Any money paid by us to a paying agent for the payment of the
principal of or any premium or interest on any debt security which
remains unclaimed at the end of two years after the principal,
premium or interest has become due and payable may be repaid to us
at our request.
Subordination
We may issue subordinated securities from time to time in one or
more series under the subordinated indenture. Our subordinated
securities will be subordinated and junior in right of payment to
certain of our other indebtedness to the extent set forth in the
applicable prospectus supplement.
Guarantees
Certain of our material domestic subsidiaries named as registrants
in the registration statement of which this prospectus is a part,
or any combination of them, may, jointly and severally, guarantee
any or all of the series of debt securities. Guarantees may be full
or limited, senior or subordinated, secured or unsecured, or any
combination thereof. In all cases, however, the obligations of each
guarantor under its guarantee will be limited as necessary to
prevent the guarantee from being rendered voidable under fraudulent
conveyance, fraudulent transfer or similar laws affecting the
rights of creditors generally. The guarantees will not place a
limitation on the amount of additional indebtedness that may be
incurred by the guarantors.
Satisfaction and Discharge
We may be discharged from our obligations on the debt securities of
any series that have matured or will mature or be redeemed within
one year if we deposit with the trustee enough cash or
U.S. government obligations to pay all the principal, interest
and any premium due to the stated maturity date or redemption date
of debt securities.
Merger and Consolidation
Each indenture provides that we may consolidate or merge with or
into any other corporation and we may sell, lease or convey all or
substantially all of our assets to any corporation, organized and
existing under the laws of the United States of America or any
U.S. state, provided that the corporation (if other than us)
formed by or resulting from any such consolidation or merger or
which shall have received such assets shall assume payment of the
principal of (and premium, if any), any interest on and any
additional amounts payable with respect to the debt securities and
the performance and observance of all of the covenants and
conditions of such indenture to be performed or observed by
us.
Modification and Waiver
The indentures provide that we and the trustee may modify and amend
the indentures with the consent of the holders of a majority in
principal amount of the outstanding debt securities of each series
affected by the modification or amendment, provided that no such
modification or amendment may, without the consent of the holder of
each outstanding debt security affected by the modification or
amendment:
•change
the stated maturity of the principal of, or any installment of
interest on or any additional amounts payable with respect to, any
debt security or change the redemption price;
•reduce
the principal amount of, or interest on, any debt security or
reduce the amount of principal which could be declared due and
payable prior to the stated maturity;
•change
the place or currency of any payment of principal or interest on
any debt security;
•impair
the right to institute suit for the enforcement of any payment on
or with respect to any debt security;
•reduce
the percentage in principal amount of the outstanding debt
securities of any series, the consent of whose holders is required
to modify or amend each indenture; or
•modify
the foregoing requirements or reduce the percentage of outstanding
debt securities necessary to waive any past default to less than a
majority.
Except with respect to certain fundamental provisions, the holders
of at least a majority in principal amount of outstanding debt
securities of any series may, with respect to such series, waive
past defaults under each indenture.
Events of Default, Waiver and Notice
Unless otherwise provided in the applicable prospectus supplement
and supplemental indenture, an event of default with respect to any
debt security of any series is defined in each indenture as
being:
•our
default in payment of any interest on or any additional amounts
payable in respect of any debt security of that series which
remains uncured for a period of 30 days;
•our
default in payment of principal (and premium, if any) on the debt
securities of that series when due either at maturity, upon
optional or mandatory redemption, as a sinking fund installment, by
declaration or otherwise;
•our
default in the performance or breach of any other covenant or
warranty in respect of the debt securities of such series in each
indenture which shall not have been remedied for a period of
90 days after notice;
•our
bankruptcy, insolvency or reorganization; and
•any
other event of default established for the debt securities of such
series set forth in the applicable prospectus supplement and
supplemental indenture.\
Each indenture provides that the trustee may withhold notice to the
holders of the debt securities of any default with respect to any
series of debt securities (except in payment of principal of, or
interest on, the debt securities) if the trustee considers it in
the interest of the holders of the debt securities of such series
to do so.
Each indenture also provides that:
•if
an event of default due to a default in payment of principal of, or
interest on, any series of debt securities, or because of a default
in the performance or breach of any other covenant or agreement
applicable to the debt securities of such series but not applicable
to all outstanding debt securities, shall have occurred and be
continuing, either the trustee or the holders of not less than 25%
in principal amount of the outstanding debt securities of such
series then may declare the principal of all debt securities of
that series, or such lesser amount as may be provided for in the
debt securities of that series, and interest accrued thereon, to be
due and payable immediately; and
•if
the event of default resulting from our default in the performance
of any of the other covenants or agreements in each indenture
applicable to all outstanding debt securities under such indenture
or certain events of bankruptcy, insolvency and reorganization
shall have occurred and be continuing, either the trustee or the
holders of not less than 25% in principal amount of all outstanding
debt securities (treated as one class) may declare the principal of
all debt securities, or such lesser amount as may be provided for
in such securities, and interest accrued thereon, to be due and
payable immediately,
but upon certain conditions such declarations may be annulled and
past defaults may be waived (except a continuing default in payment
of principal of, or premium or interest on, the debt securities) by
the holders of a majority in principal amount of the outstanding
debt securities of such series (or of all series, as the case may
be).
The holders of a majority in principal amount of the outstanding
debt securities of any series shall have the right to direct the
time, method and place of conducting any proceeding for any remedy
available to the trustee or exercising any trust or power conferred
on the trustee with respect to debt securities of such series
provided that such direction shall not be in conflict with any
rule of law or the applicable indenture and shall not be
unduly prejudicial to the holders not taking part in such
direction. The trustee may also take any other action it deems
proper which is consistent with the holders’ direction. If an event
of default or other default occurs and is continuing after any
applicable notice and/or cure period, then the trustee may in its
discretion (and subject to the rights of the holders to control
remedies as described above and certain other conditions specified
in the indentures) bring such judicial proceedings as the trustee
shall deem appropriate or proper.
The indentures provide that no holder of any debt security will
have any right to institute any proceeding, judicial or otherwise,
with respect to the indentures for the appointment of a receiver or
trustee for any other remedy thereunder unless:
•that
holder has previously given the trustee written notice of a
continuing event of default;
•the
holders of not less than 25% in principal amount of the outstanding
debt securities of any series have made written request to the
trustee to institute proceedings in respect of that event of
default and have offered the trustee reasonable indemnity against
costs and liabilities incurred in complying with such
request; and
•for
60 days after receipt of such notice, request and offer of
indemnity, the trustee has failed to institute any such proceeding
and no direction inconsistent with such request has been given to
the trustee during such 60-day period by the holders of a majority
in principal amount of outstanding debt securities of that
series.
Furthermore, no holder will be entitled to institute any such
action if and to the extent that such action would disturb or
prejudice the rights of other holders.
However, each holder has an absolute and unconditional right to
receive payment when due and to bring a suit to enforce that right.
We are required to furnish to the trustee under each indenture
annually a statement as to our
performance or fulfillment of our obligations under the applicable
indenture and noting any default in such performance of
fulfillment.
The Trustee
The Bank of New York Mellon Trust Company, N.A. will serve as the
trustee under each indenture.
DESCRIPTION OF CAPITAL STOCK
The following description of our capital stock is only a summary
and is subject to the provisions of our certificate of
incorporation and bylaws, in each case as amended, which are
included as exhibits to the registration statement on Form S-3
of which this prospectus forms a part, and the applicable
provisions of the laws of Delaware, our State of incorporation. To
more fully understand the terms of our capital stock, you should
read our certificate of incorporation and bylaws, in each case as
amended.
General
The Company has authorized 267,225,000 shares of capital stock,
$0.0001 par value per share, consisting of: (a) 240,000,000
shares of voting common stock, par value $0.0001 per share,
(b) 7,125,000 shares of non-voting common stock, par value
$0.0001 per share, (c) 20,000,000 shares of Class C
common stock, par value $0.0001 per share, and (d) 100,000
shares of preferred stock, par value $0.0001 per share. As of
October 25, 2022, we had 71,303,456 outstanding shares of voting
common stock and no outstanding shares of non-voting common stock,
Class C common stock, or preferred stock. As of October 25,
2022, approximately 4.2 million shares of common stock were
reserved for issuance to employees under our 2020 Equity Incentive
Plan.
The following summary of the material terms and provisions of our
capital stock is not complete and is subject to the terms included
in our restated certificate of incorporation, our bylaws and
Delaware law. Reference is made to those documents and to Delaware
law for a detailed description of the provisions summarized
below.
Limitation on Liability and Indemnification Matters
Our certificate of incorporation limits the liability of our
directors to our Company and our stockholders to the fullest extent
permitted by Delaware law. Specifically, our directors are not
personally liable for money damages for breach of fiduciary duty as
a director, except for liability:
•under
Section 174 of the Delaware General Corporation Law, which
concerns unlawful payments of dividends, stock purchases or
redemptions;
•for
acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;
•for
any breach of the director’s duty of loyalty to us or our
stockholders; and
•for
any transaction from which the director derived an improper
personal benefit.
Our certificate of incorporation and bylaws also contain provisions
indemnifying our directors, officers, employees and agents to the
fullest extent permitted by Delaware law. The indemnification
permitted under Delaware law is not exclusive of any other rights
to which such persons may be entitled under our bylaws, any
agreement, a vote of stockholders or otherwise.
In addition, we maintain directors’ and officers’ liability
insurance to provide our directors and officers with insurance
coverage for losses arising from claims based on breaches of duty,
negligence, error and other wrongful acts.
Anti-takeover Effects of Our Certificate of Incorporation and
Bylaws and Provisions of Delaware Law
A number of provisions in our certificate of incorporation, bylaws
and Delaware law may make it more difficult to acquire control of
us by various means. These provisions could deprive the
stockholders of opportunities to
realize a premium on the shares of common stock owned by them. In
addition, these provisions may adversely affect the prevailing
market price of the common stock. These provisions are intended
to:
•enhance
the likelihood of continuity and stability in the composition of
the board and in the policies formulated by the board;
•discourage
certain types of transactions which may involve an actual or
threatened change in control of the Company;
•discourage
certain tactics that may be used in proxy fights;
•encourage
persons seeking to acquire control of us to consult first with the
board of directors to negotiate the terms of any proposed business
combination or offer; and
•reduce
our vulnerability to an unsolicited proposal for a takeover that
does not contemplate the acquisition of all of our outstanding
shares or that is otherwise unfair to our
stockholders.
No Stockholder Action Without a Meeting.
Our certificate of incorporation and bylaws provide that
stockholders may only take action at an annual or special
meeting.
Special Meetings of Stockholders.
Our bylaws provide that special meetings of our stockholders may be
called only by the board of directors, the chair of the board or
the chief executive officer and must be called by the chief
executive officer only upon the request of the holders of a
majority of the outstanding shares of capital stock entitled to
vote. This limitation on the right of stockholders to call a
special meeting could make it more difficult for stockholders to
initiate actions that are opposed by the board of directors, the
chair of the board or the chief executive officer. These actions
could include the removal of an incumbent director or the election
of a stockholder nominee as a director. They could also include the
implementation of a rule requiring stockholder ratification of
specific defensive strategies that have been adopted by the board
of directors with respect to unsolicited takeover bids. In
addition, the limited ability of the stockholders to call a special
meeting of stockholders may make it more difficult to change the
existing board and management.
Issuance of Preferred Stock.
The ability of our board of directors to establish the rights and
issue substantial amounts of preferred stock without the need for
stockholder approval, while providing desirable flexibility in
connection with possible acquisitions, financings and other
corporate transactions, may among other things, discourage, delay,
defer or prevent a change in control of our Company.
Authorized But Unissued Shares of Common Stock.
The authorized but unissued shares of common stock are available
for future issuance without stockholder approval. These additional
shares may be utilized for a variety of corporate purposes,
including future public offerings to raise additional capital,
corporate acquisitions and employee benefit plans. The existence of
authorized but unissued shares of common stock could render more
difficult or discourage an attempt to obtain control of us by means
of a proxy contest, tender offer, merger or otherwise.
Section 203 of the Delaware General Corporation Law.
We must comply with the provisions of Section 203 of the
Delaware General Corporation Law. In general, Section 203
prohibits a publicly held Delaware corporation from engaging in a
“business combination” with an “interested stockholder” for a
period of three years after the date of the transaction in which
the person became an interested stockholder, unless the business
combination is approved in a prescribed manner.
A “business combination” includes a merger, consolidation, sale or
other disposition of assets having an aggregate value in excess of
10% of the consolidated assets of the corporation and some
transactions that would increase the interested stockholder’s
proportionate share ownership in the corporation. An “interested
stockholder” is a person who, together with affiliates and
associates, owns, or, in some cases, within three years prior, did
own,
15% or more of the corporation’s voting stock. Under
Section 203, a business combination between us and an
interested stockholder is prohibited unless it satisfies one of the
following three conditions:
•prior
to the time such stockholder became an “interested stockholder,”
our board of directors must have previously approved either the
business combination or the transaction that resulted in the
stockholder becoming an interested stockholder;
•upon
consummation of the transaction that resulted in the stockholder
becoming an interested stockholder, the interested stockholder
owned at least 85% of our voting stock outstanding at the time the
transaction commenced, excluding, for purposes of determining the
number of shares outstanding, shares owned by (1) persons who
are directors and also officers and (2) employee stock plans,
in some instances; and
•subsequent
to the time such stockholder became an “interested stockholder,”
the business combination is approved by a majority of our board of
directors and authorized at an annual or special meeting of the
stockholders, and not by written consent, by the affirmative vote
of the holders of at least 66⅔% of the outstanding voting stock
that is not owned by the interested stockholder.
DESCRIPTION OF PREFERRED STOCK
General
Subject to limitations prescribed by Delaware law and our
certificate of incorporation, our board of directors is authorized
to issue, from the authorized but unissued shares of capital stock,
preferred stock in series and to establish from time to time the
number of shares of preferred stock to be included in the series
and to fix the designation and any preferences, conversion and
other rights, voting powers, restrictions, limitations as to
dividends, qualifications and terms and conditions of redemption of
the shares of each series, and such other subjects or matters as
may be fixed by resolution of our board of directors or one of its
duly authorized committees. As of the date of this prospectus, we
have not issued any shares of preferred stock.
Reference is made to any prospectus supplement relating to any
series of shares of preferred stock being offered in such
prospectus supplement for the specific terms of the series,
including:
•the
title and stated value of the series of shares of preferred
stock;
•the
number of shares of the series of shares of preferred stock
offered, the liquidation preference per share and the offering
price of such shares of preferred stock;
•the
dividend rate(s), period(s) and/or payment date(s) or the
method(s) of calculation for those values relating to the
shares of preferred stock of the series;
•the
date from which dividends on shares of preferred stock of the
series shall cumulate, if applicable;
•the
procedures for any auction and remarketing, if any, for shares of
preferred stock of the series;
•the
provision for a sinking fund, if any, for shares of preferred stock
of the series;
•the
provision for redemption, if applicable, of shares of preferred
stock of the series;
•any
listing of the series of shares of preferred stock on any
securities exchange;
•the
terms and conditions, if applicable, upon which shares of preferred
stock of the series will be convertible into shares of common stock
or other securities, including the conversion price, or manner of
calculating the conversion price;
•whether
interests in shares of preferred stock of the series will be
represented by global securities;
•a
discussion of federal income tax considerations applicable to
shares of preferred stock of the series;
•the
relative ranking and preferences of shares of preferred stock of
the series as to dividend rights and rights upon liquidation,
dissolution or winding up of our affairs;
•any
limitations on issuance of any series of shares of preferred stock
ranking senior to or on a parity with the series of shares of
preferred stock as to dividend rights and rights upon liquidation,
dissolution or winding up of our affairs;
•any
limitations on direct or beneficial ownership and restrictions on
transfer of shares of preferred stock of the
series; and
•any
additional rights, preferences, qualifications, limitations and
restrictions of the series.
Any shares of preferred stock sold hereunder, or issued upon
conversion, exercise or exchange of other securities sold
hereunder, will be duly authorized, validly issued and, to the
extent provided in the applicable certificate of designations,
fully paid and nonassessable. This means that, to the extent
provided in the applicable certificate of designations, you have
paid the full purchase price for your shares and will not be
assessed any additional amount for your shares.
Our board of directors will designate the transfer agent and
registrar for each series of preferred stock and the exchange or
market on which such series will be listed or eligible for trading,
if any, at the time it authorizes such series.
To the extent that applicable law or the applicable certificate of
designations provides that holders of shares of a series of
preferred stock are entitled to voting rights, each holder shall be
entitled to vote ratably (relative to each other such holder) on
all matters submitted to a vote of such holders. Each holder may
exercise such vote either in person or by proxy.
Any description of our preferred stock set forth in a prospectus
supplement is only a summary and is subject to the provisions of
our certificate of incorporation and bylaws, in each case as
amended, which are included as exhibits to the registration
statement on Form S-3 of which this prospectus forms a part,
the certificate of designations governing the series of preferred
stock, and the applicable provisions of the laws of Delaware, our
State of incorporation.
Rank
Unless otherwise specified in the applicable prospectus supplement,
the shares of preferred stock of each series will rank with respect
to dividend rights and rights upon liquidation, dissolution or
winding up of our affairs:
•senior
to all classes or series of shares of common stock, and to all
equity securities ranking junior to the series of shares of
preferred stock;
•on
a parity with all equity securities issued by us the terms of which
specifically provide that such equity securities rank on a parity
with shares of preferred stock of the series; and
•junior
to all equity securities issued by us the terms of which
specifically provide that such equity securities rank senior to
shares of preferred stock of the series.
Dividends
Subject to the preferences to which holders of shares of any other
series of preferred stock may be entitled and to the extent that
the applicable certificate of designations so provides, the holders
of shares of a series of preferred stock shall be entitled to
receive ratably (relative to each other such holder) such
dividends, if any, as may be declared from time to time in respect
of shares of such series by our board of directors out of funds
(including cash, securities and other property) legally available
therefor. Subject to the prior rights of creditors and to
preferences to which holders of shares of any other series of
preferred stock may be entitled and to the extent that the
applicable
certificate of designations so provides, the holders of such shares
of a series of preferred stock are entitled to receive ratably
(relative to each other such holder) our assets (including cash,
securities and other property) distributed upon our liquidation,
dissolution or winding up.
DESCRIPTION OF COMMON STOCK
General
Each outstanding share of our common stock is identical in all
respects and entitles its holder to the same rights and privileges,
except as otherwise described below. Holders of shares of common
stock do not have preemptive or other rights to subscribe for
additional shares of common stock or for any of our other
securities.
Voting Common Stock.
Each holder of voting common stock is entitled to one vote per
share on all matters to be voted on by our stockholders. In
addition, some stockholders that are “regulated stockholders” (as
defined below) may at any time convert their shares of voting
common stock into an equal number of shares of non-voting common
stock in order to comply with applicable regulatory
requirements.
Non-Voting Common Stock.
Holders of non-voting common stock are generally not entitled to
vote that stock on any matter on which our stockholders are
entitled to vote.
If any non-voting common stock is issued, holders of non-voting
common stock can vote as a separate class on any merger or
consolidation of our Company with or into another entity or
entities, or any recapitalization or reorganization, in which
shares of non-voting common stock would receive or be exchanged for
consideration different on a per share basis from consideration
received with respect to or in exchange for the shares of voting
common stock or would otherwise be treated differently from shares
of voting common stock in connection with such transaction, except
that shares of non-voting common stock may, without such a separate
class vote, receive non-voting securities which are otherwise
identical to the voting securities received with respect to voting
common stock so long as (1) the non-voting securities are
convertible into the voting securities on the same terms as the
non-voting common stock is convertible into voting common stock and
(2) all other consideration is equal on a per share basis.
Holders of shares of non-voting common stock can vote as a separate
class on any amendment to the provisions contained in this
paragraph.
Holders of non-voting common stock may at any time convert any or
all of their shares into an equal number of shares of voting common
stock. However, a holder of non-voting common stock may not convert
its shares if, as a result of that conversion, the holder would
control (1) more shares of our voting common stock or other
securities than the holder is permitted to own pursuant to any
regulation applicable to it or (2) with respect to holders
regulated by state insurance law, 5% or more of our voting capital
stock. However, the shares of non-voting common stock may be
converted into voting common stock if the holder believes that such
converted shares will be transferred within 15 days pursuant
to a “conversion event” and the holder agrees not to vote such
shares of voting common stock prior to the conversion event and
undertakes to convert such shares back into non-voting common stock
if such shares are not transferred pursuant to a conversion event.
A “conversion event” includes a public offering by us and certain
changes of control of our Company.
We may not convert or directly or indirectly redeem, purchase or
otherwise acquire any shares of voting common stock or any other
class of our capital stock or take any other action affecting the
voting rights of such shares if such action will increase the
percentage of any class of outstanding voting securities owned or
controlled by any regulated stockholder, unless we give written
notice of such action to each regulated stockholder. We must defer
making any such conversion, redemption, purchase or acquisition for
a period of 30 days after giving notice to the regulated
stockholders.
We may not be a party to any reorganization, merger or
consolidation pursuant to which any regulated stockholder would be
required to take (1) any voting securities that would cause
such holder to violate any law, regulation or other governmental
requirement or (2) any securities convertible into voting
securities which if such
conversion occurred would cause such holder to violate any law,
regulation or governmental requirement. We currently have no
outstanding shares of non-voting common stock.
Class C Common Stock.
If any Class C common stock is issued, each holder of
Class C common stock would be entitled to one-tenth of one
vote for each share of Class C common stock held by such
holder. We currently have no outstanding shares of Class C
common stock.
The holders of shares of voting common stock and Class C
common stock and, on any matter on which the holders of shares of
non-voting common stock are entitled to vote, the holders of shares
of non-voting common stock, all vote together as a single class;
provided, however, that the holders of shares of non-voting common
stock or Class C common stock are entitled to vote as a
separate class on any amendment, repeal or modification of any
provision of the certificate of incorporation that adversely
affects the powers, preference or special rights of the holders of
the non-voting common stock or Class C common stock,
respectively.
For purposes of this section, “regulated stockholder” includes any
stockholder that is subject to Regulation Y and owns our
common stock or preferred stock.
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is
Computershare Limited.
Listing
Our common stock is listed on the New York Stock Exchange under the
symbol “PAG.”
DESCRIPTION OF WARRANTS TO PURCHASE DEBT SECURITIES
The following summarizes the terms of debt warrants we may issue.
We will issue the debt warrants under a debt warrant agreement that
we will enter into with a bank or trust company, as debt warrant
agent, that we select at the time of issue.
Determination of Terms
We may issue debt warrants evidenced by debt warrant certificates
under the debt warrant agreement independently or together with any
debt securities we offer by any prospectus supplement. The
prospectus supplement will describe the particular terms of the
debt warrants it covers. These terms may include:
•the
price at which the debt warrants will be issued;
•the
currency or composite currency for which the debt warrants may be
purchased;
•the
designation, aggregate principal amount, currency or composite
currency and terms of the debt securities which may be purchased
upon exercise of the debt warrants;
•if
applicable, the designation and terms of the debt securities with
which the debt warrants are issued and the number of debt warrants
issued with each of such debt securities;
•if
applicable, the date on and after which the debt warrants and the
related debt securities will be separately
transferable;
•the
principal amount of debt securities purchasable upon exercise of
each debt warrant and the price at which and the currency or
composite currency in which such principal amount of debt
securities may be purchased upon such exercise;
•the
date on which the right to exercise the debt warrants will commence
and the date on which the right will expire and, if the debt
warrants are not continuously exercisable throughout such period,
the specific date or dates on which they will be
exercisable;
•whether
the debt warrant certificates representing the debt warrants will
be in registered form or bearer form, or both;
•any
applicable Federal income tax consequences;
•the
identity of the debt warrant agent for the debt
warrants; and
•any
other terms of the debt warrants which conflict with the debt
warrant agreement.
You may exchange debt warrant certificates for new debt warrant
certificates of different denominations and may present debt
warrant certificates for registration of transfer at the corporate
trust office of the debt warrant agent, which will be listed in the
prospectus supplement. Debt warrant holders, as such, do not have
any of the rights of holders of debt securities, except to the
extent that the consent of debt warrant holders may be required for
certain modifications of the terms of an indenture or form of the
debt security, as the case may be, and the series of debt
securities issuable upon exercise of the debt warrants. In
addition, debt warrant holders are not entitled to payments of
principal of and interest, if any, on the debt
securities.
Exercise of Debt Warrants
You may exercise debt warrants by surrendering the debt warrant
certificate at the corporate trust office of the debt warrant
agent, with payment in full of the exercise price. Upon the
exercise of debt warrants, the debt warrant agent will, as soon as
practicable, deliver the debt securities in authorized
denominations in accordance with your instructions. If less than
all the debt warrants evidenced by the debt warrant certificate are
exercised, the agent will issue a new debt warrant certificate for
the remaining amount of debt warrants.
DESCRIPTION OF WARRANTS TO PURCHASE COMMON OR PREFERRED
STOCK
The following summarizes the terms of common stock warrants and
preferred stock warrants we may issue. This description is subject
to the detailed provisions of a stock warrant agreement that we
will enter into with a stock warrant agent we select at the time of
issue.
General Terms
We may issue stock warrants evidenced by stock warrant certificates
under the stock warrant agreement independently or together with
any securities we offer by any prospectus supplement. If we offer
stock warrants, the prospectus supplement will describe the
particular terms of the stock warrants it covers. These terms may
include:
•the
offering price, if any;
•the
number of shares of common or preferred stock purchasable upon
exercise of one stock warrant and the initial price at which the
shares may be purchased upon exercise;
•if
applicable, the designation and terms of the preferred stock
purchased upon exercise of the preferred stock
warrants;
•the
dates on which the right to exercise the stock warrants begins and
expires;
•certain
United States federal income tax consequences;
•call
provisions, if any;
•the
currencies in which the offering price and exercise price are
payable; and
•if
applicable, the anti-dilution provisions of the stock
warrants.
The shares of common stock or preferred stock we issue upon
exercise of the stock warrants will, when issued in accordance with
the stock warrant agreement, be validly issued, fully paid and
non-assessable.
Exercise of Stock Warrants
You may exercise stock warrants by surrendering to the stock
warrant agent the stock warrant certificate, which indicates your
election to exercise all or a portion of the stock warrants
evidenced by the certificate. Surrendered stock warrant
certificates must be accompanied by payment of the exercise price
in the form of cash or a check. The stock warrant agent will
deliver certificates evidencing duly exercised stock warrants to
the transfer agent. Upon receipt of the certificates and the
exercise price, the transfer agent will deliver a certificate
representing the number of shares of common stock or preferred
stock purchased. If you exercise fewer than all the stock warrants
evidenced by any certificate, the stock warrant agent will deliver
a new stock warrant certificate representing the unexercised stock
warrants.
No Rights As Shareholders
Holders of stock warrants, as such, are not entitled to vote, to
consent, to receive dividends or to receive notice as holders of
common stock or preferred stock with respect to any meeting of such
holders, or to exercise any rights whatsoever as holders of our
common stock or preferred stock.
PLAN OF DISTRIBUTION
We and/or selling securityholders may sell the offered securities
to or through one or more underwriters for public offering and sale
by them, may sell the offered securities to investors directly or
through agents, which agents may be affiliated with us, or
otherwise through a combination of any of such methods of sale.
Direct sales to investors may be accomplished through subscription
offerings or through subscription rights distributed to our
stockholders. In connection with subscription offerings or the
distribution of subscription rights to stockholders, if all of the
underlying offered securities are not subscribed for, we may sell
such unsubscribed offered securities to third parties directly or
through agents and, in addition, whether or not all of the
underlying offered securities are subscribed for, we may
concurrently offer additional offered securities to third parties
directly or through agents, which agents may be affiliated with us.
Any underwriter or agent involved in the offer and sale of the
offered securities will be named in the applicable prospectus
supplement.
Any selling securityholder will act independently of us in making
decisions with respect to the timing, manner and size of each sale
of securities covered by this prospectus and the applicable
prospectus supplement.
The distribution of the offered securities may be effected from
time to time in one or more transactions at a fixed price or
prices, which may be changed, or at prices related to the
prevailing market prices at the time of sale or at negotiated
prices, any of which may represent a discount from the prevailing
market price. We and/or selling securityholders also may, from time
to time, authorize underwriters acting as our agents to offer and
sell the offered securities upon the terms and conditions set forth
in the applicable prospectus supplement. In connection with the
sale of offered securities, underwriters may be deemed to have
received compensation in the form of underwriting discounts or
commissions and may also receive commissions from purchasers of
offered securities for whom they may act as agent. Underwriters may
sell offered securities to or through dealers, and such dealers may
receive compensation in the form of discounts, concessions or
commissions from the underwriters and/or commissions from the
purchasers for whom they may act as agent.
Our securities, including our common stock, may also be sold in one
or more of the following transactions: (i) block transactions
(which may involve crosses) in which a broker-dealer may sell all
or a portion of such shares as agent, but may position and resell
all or a portion of the block as principal to facilitate the
transaction; (ii) purchases by any such broker-dealer as principal,
and resale by such broker-dealer for its own account pursuant to a
prospectus supplement; (iii) a special offering, an exchange
distribution or a secondary distribution in accordance with
applicable New York Stock Exchange or other stock exchange,
quotation system or over-the-counter market rules; (iv) ordinary
brokerage transactions and transactions in which any such
broker-dealer solicits purchasers; (v) sales “at the market” to or
through a market maker or into an existing trading market, on an
exchange or otherwise, for such shares; and (vi) sales in other
ways not involving market makers or established trading markets,
including direct sales to purchasers.
Any underwriting compensation paid to underwriters or agents in
connection with the offering of offered securities, and any
discounts, concessions or commissions allowed by underwriters to
participating dealers, will be set forth in the applicable
prospectus supplement. Underwriters, dealers and agents
participating in the distribution of the offered securities may be
deemed to be underwriters, and any discounts and commissions
received by them and any profit realized by them on resale of the
offered securities may be deemed to be underwriting discounts and
commissions, under the Securities Act of 1933, as amended (the
“Securities Act”). Underwriters, dealers and agents may be
entitled, under agreements entered into with us and/or selling
securityholders, to indemnification against and contribution toward
civil liabilities, including liabilities under the Securities Act.
Any such indemnification agreements will be described in the
applicable prospectus supplement.
If five percent or more of the net proceeds of any offering of
securities made under this prospectus will be received by members
of the Financial Industry Regulatory Authority, which we refer to
in this prospectus as “FINRA,” participating in the offering or by
affiliates or associated persons of such FINRA members, the
offering will be conducted in accordance with FINRA Conduct
Rule 5121.
The maximum aggregate commission or discount to be received by any
member of FINRA or independent broker dealer will not be greater
than 8% of the gross proceeds of the sale of securities offered
pursuant to this prospectus and any applicable prospectus
supplement.
To comply with the securities laws of some states, if applicable,
the securities may be sold in these jurisdictions only through
registered or licensed brokers or dealers. In addition, in some
states the securities may not be sold unless they have been
registered or qualified for sale or an exemption from registration
or qualification requirements is available and is complied
with.
Some of the underwriters and their affiliates may be customers of,
engage in transactions with and perform services for us and our
subsidiaries in the ordinary course of business.
SELLING SECURITYHOLDERS
Selling securityholders are persons or entities that, directly or
indirectly, have acquired or will from time to time acquire from
us, our securities in various private transactions. Such selling
securityholders may be parties to registration rights agreements
with us, or we otherwise may have agreed or will agree to register
their securities for resale. The initial purchasers of our
securities, as well as their transferees, pledgees, donees or
successors, all of whom we refer to as “selling securityholders,”
may from time to time offer and sell the securities pursuant to
this prospectus and any applicable prospectus
supplement.
The applicable prospectus supplement will set forth the name of
each selling securityholder and the number of and type of
securities beneficially owned by such selling securityholder that
are covered by such prospectus supplement. The applicable
prospectus supplement also will disclose whether any of the selling
securityholders have held any position or office with, have been
employed by or otherwise have had a material relationship with us
during the three years prior to the date of the prospectus
supplement.
LEGAL MATTERS
Unless otherwise specified in a prospectus supplement, certain
legal matters in connection with the securities offered pursuant to
this prospectus will be passed upon by Shane M.
Spradlin, Esq., our general counsel. Mr. Spradlin owns
shares of our common stock and holds restricted stock awards and
may receive additional awards in the future. Any underwriters will
be represented by their own legal counsel.
EXPERTS
The financial statements of Penske Automotive Group, Inc. as of
December 31, 2021 and 2020, and for each of the three years in the
period ended December 31, 2021, incorporated by reference in this
prospectus by reference to Penske Automotive Group, Inc.’s Annual
Report on Form 10-K for the year ended December 31, 2021, and the
effectiveness of Penske Automotive Group, Inc.’s internal control
over financial reporting, have been audited by Deloitte &
Touche LLP, an independent registered public accounting firm, as
stated in their report. Such financial statements are incorporated
by reference in reliance upon the report of such firm given their
authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We have filed a registration statement on Form S-3 with the
SEC under the Securities Act to register the securities offered by
means of this prospectus. This prospectus, which is a part of the
registration statement, does not contain all of the information
identified in the registration statement. For further information
about us and the securities offered by means of this prospectus, we
refer you to the registration statement and the exhibits filed as a
part of the registration statement. Statements contained in this
prospectus as to the contents of any contract or other document
filed as an exhibit to the registration statement are not
necessarily complete. If a contract or document has been filed as
an exhibit to the registration statement, we refer you to the copy
of the contract or document that has been filed.
We are subject to the information and periodic reporting
requirements of the Exchange Act. In accordance with those
requirements, we file annual, quarterly and current reports, proxy
statements and other information with the SEC. The SEC maintains an
Internet site that contains reports, proxy and information
statements, and other information regarding issuers that file
electronically with the SEC. The documents that we file with the
SEC, including the registration statement, are available to
investors on this web site. You can log onto the SEC’s web site at
http://www.sec.gov. Certain information is also available on our
corporate website at http://www.penskeautomotive.com/. The
information contained on, or accessible through, our corporate web
site or any other web site that we may maintain is not
part of this prospectus or the registration statement of which
this prospectus forms a part.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and
Distribution
The following table sets forth the estimated expenses to be borne
by us in connection with the issuance and distribution of the
securities registered hereby:
|
|
|
|
|
|
SEC registration fee
|
$ * |
Printing expenses
|
** |
Legal fees and expenses
|
** |
Accounting fees and expenses
|
** |
Trustee fees and expenses
|
** |
Miscellaneous
|
** |
Total
|
$ ** |
__________________
* The registrant is
registering an indeterminate amount of securities under this
registration statement and, in accordance with
Rules 456(b) and 457(r), the registrant is deferring
payment of any additional registration fee until the time that the
securities are sold under this registration statement pursuant to a
prospectus supplement.
** These expenses are calculated in
part based on the number of issuances and the amount of securities
offered and accordingly cannot be estimated at this
time.
Item 15. Indemnification of Directors and
Officers
The restated certificate of incorporation of Penske Automotive
Group, Inc. (“Penske Automotive Group”) provides that a director of
Penske Automotive Group will not be liable to Penske Automotive
Group or its stockholders for monetary damages for breach of
fiduciary duty as a director, except to the extent that an
exemption from liability or limitation of liability is not
permitted under the Delaware General Corporation law (“DGCL”).
Based on the DGCL as presently in effect, a director of Penske
Automotive Group will not be personally liable to Penske Automotive
Group or its stockholders for monetary damages for breach of
fiduciary duty as a director, except: (1) for any breach of the
director’s duty of loyalty to Penske Automotive Group or its
stockholders; (2) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law; (3)
under Section 174 of the DGCL, which concerns unlawful payments of
dividends, stock purchases or redemptions; or (4) for any
transactions from which the director derived an improper personal
benefit.
While these provisions give directors protection from awards for
monetary damages for breaches of their duty of care, they do not
eliminate the duty. Accordingly, Penske Automotive Group’s
certificate of incorporation will have no effect on the
availability of equitable remedies such as injunction or rescission
based on a director’s breach of his or her duty of
care.
The Restated Certificate of Incorporation and the Bylaws of Penske
Automotive Group provide that Penske Automotive Group will
indemnify its directors and officers to the fullest extent
permitted by law and that no director shall be liable for monetary
damages to Penske Automotive Group or its stockholders for any
breach of fiduciary duty, except to the extent provided by
applicable law. Penske Automotive Group maintains standard policies
of directors’ and officers’ liability insurance.
Arizona Registrants:
The registrants organized as corporations under Arizona law are
subject to the provisions of the Arizona Corporations and
Associations Act (“ACAA”). Section 10-851 of the ACAA provides
that, subject to certain limitations, a corporation may indemnify a
director against liability incurred in the proceeding if all of
certain specified conditions exist, or as provided in the
corporation’s articles of incorporation. A corporation may not
indemnify a director who was adjudged liable on the basis that
financial benefit was improperly received by the director.
Indemnification is limited to reasonable expenses incurred in
connection with the proceeding.
Section 10-851 of the ACAA permits an Arizona corporation to
eliminate or limit in its articles of incorporation the liability
of a director to the corporation or its shareholders for money
damages for any action taken or any failure to take any action as a
director, except under certain specified circumstances and permits
an Arizona corporation to include in its articles of incorporation
a provision permitting or making obligatory indemnification of a
director for liability to any person for any action taken, or any
failure to take any action, as a director, except for certain
exceptions.
The articles of incorporation of SA Automotive, Ltd., Scottsdale
Management Group, Ltd., and Sigma Motors Inc. provide that no
director of the corporation shall be personally liable to the
corporation or its shareholders for monetary damages for breach of
fiduciary duty as a director, subject to certain limitations. In
addition, these articles of incorporation provide that each
corporation shall indemnify any and all of its existing and former
directors, officers, employees, and agents for expenses incurred in
any legal action brought or threatened against them for any action
or omission alleged to have been committed while acting within the
scope of their position at the corporation, subject to certain
limitations.
The articles of incorporation of Sigma Motors Inc. provide that the
corporation shall indemnify any person who incurs expenses or
liabilities by reason of the fact he or she is or was an officer,
director, employee or agent of the corporation, and is mandatory in
all circumstances in which indemnification is permitted by law. The
articles of incorporation further provide that, to the fullest
extent permitted by Arizona law, a director of the corporation
shall not be liable to the corporation or its shareholders for
monetary damages for any action taken or any failure to take any
action as a director.
Scottsdale Ferrari, LLC and Scottsdale Management Group, LLC are
subject to the Arizona Limited Liability Company Act (“ALLCA”).
Section 29-610(A)(13) of the ALLCA permits a limited liability
company to indemnify a member, manager, employee, officer, agent or
any other person.
Arkansas Registrants:
The registrants organized as corporations under Arkansas law are
subject to the provisions of the Arkansas Business Corporation Act
(“ABCA”). Under Section 4-27-850 of the ABCA, a corporation has
power to indemnify a director, officer, employee, or agent of the
corporation against expenses (including attorneys’ fees),
judgments, fines, and amounts paid in settlement actually and
reasonably incurred if he or she acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe
his or her conduct was unlawful. If the director, officer,
employee, or agent is found to be liable to the corporation,
indemnification is not permitted unless the court in which such
action or suit was brought determines that the person is fairly and
reasonably entitled to indemnity for such expenses which the court
deems proper.
Section 4-27-202(b)(3) of the ABCA permits an Arkansas corporation
to eliminate or limit in its articles of incorporation the personal
liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director,
subject to certain limitations.
The articles of incorporation of Landers Ford North, Inc. provide
that to the fullest extent permitted by law, a director of the
corporation shall not be personally liable to the corporation or
its shareholders for monetary damages for breach of fiduciary duty
as a director except under certain circumstances. The articles of
incorporation and the bylaws of both registrants provide that the
corporation shall indemnify, to the fullest extent permitted by
Arkansas law, any person who was or is a party or is threatened to
be made a party to a proceeding by reason of the fact that he or
she is or was a director, officer, employee or agent of the
corporation, under certain circumstances and subject to certain
limitations, and these rights are not exclusive of any other
indemnification rights granted by law or in other organizational
documents.
California Registrants:
The registrants organized as corporations under California law are
subject to the provisions of the California Corporations Code
(“CCC”). Section 317 of the CCC authorizes a court to award, or a
corporation’s board of
directors to grant, indemnity to any agent of the corporation under
certain circumstances and subject to certain
limitations.
Section 204(a)(10) of the CCC permits a corporation to provide in
its articles of incorporation that a director of the corporation
shall not be personally liable to the corporation or its
shareholders for monetary damages for breach of such director’s
duties, subject to certain limitations.
The articles of incorporation of Relentless Pursuit Enterprises,
Inc. provide that the liability of the directors of the corporation
for monetary damages shall be eliminated to the fullest extent
permissible under California law. The articles of incorporation
further provide that each corporation is authorized to provide
indemnification of agents for breach of duty to the corporation and
its stockholders through bylaw provisions or through agreements
with agents or both, in excess of the indemnification otherwise
permitted by the CCC, subject to the limits of the
CCC.
The bylaws of KMT/UAG, Inc. and Relentless Pursuit Enterprises,
Inc. permit each corporation to indemnify any director, officer,
agent or employee as to those liabilities and on those terms and
conditions that are specified in the CCC.
Connecticut Registrant:
Connecticut has no statute governing indemnification or limitation
of liability for controlling persons, directors, or officers of
general partnerships, and Danbury Auto Partnership’s organizational
documents do not provide for indemnification or limitation of
liability.
Delaware Registrants:
The registrants organized as corporations under Delaware law are
subject to the provisions of the DGCL. Section 145 of the DGCL
authorizes a court to award, or a corporation’s board of directors
to grant, indemnity to directors, officers, employees and agents of
the corporation under certain circumstances and subject to certain
limitations.
Section 102(b)(7) of the DGCL permits a corporation to provide in
its certificate of incorporation that a director of the corporation
shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a
director, subject to certain limitations.
The certificates of incorporation of the Delaware corporate
registrants generally provide for both limitation of liability and
indemnification. The bylaws of the Delaware registrants generally
provide for indemnification of directors and officers.
Section 18-108 of the Delaware Limited Liability Company Act
(“DLLCA”) permits a limited liability company to indemnify any
member or manager of the company from and against any and all
claims and demands whatsoever.
Section 18-1101 of the DLLCA permits a limited liability company to
provide in its limited liability company agreement that a member,
manager or other person shall not be liable for breach of contract
and breach of duties to the limited liability company or to another
member or manager or to another person that is a party to or is
otherwise bound by the limited liability company agreement, subject
to certain limitations.
The operating agreements of the Delaware limited liability company
registrants provide that a manager shall not be liable to the
company or any other person for actions on behalf of the company or
in furtherance of the company’s business, subject to certain
limitations. The operating agreements further provide that the
company shall indemnify any manager, member or other specified
persons to the fullest extent provided or allowed by the DLLCA,
subject to certain limitations.
Florida Registrants:
Section 607.0850 of the Florida Business Corporation Act (“FBCA”)
authorizes a court to award, or a Florida incorporated registrant’s
board of directors to grant, indemnity to officers, directors,
employees or other agents of
the corporation under certain circumstances and subject to certain
limitations. In addition, Section 607.0831 of the FBCA provides
that a director shall not be personally liable for monetary damages
to the corporation or any other person for any statement, vote,
decision or failure to act regarding corporate management or policy
by such director, subject to certain limitations.
The bylaws of each of the Florida corporate registrants provide
that the corporation shall indemnify directors, officers,
employees, or agents to the extent and in the manner permitted by
the FBCA, and that each corporation has the power to make further
indemnification as permitted by the FBCA except to indemnify any
person against gross negligence or willful misconduct.
Section 620.1303 of the Florida Revised Uniform Limited Partnership
Act provides that a limited partner is not personally liable,
directly or indirectly, by way of contribution or otherwise, for an
obligation of the limited partnership solely by reason of being a
limited partner, even if the limited partner participates in the
management and control of the limited partnership.
Georgia Registrants:
The registrants organized as corporations under Georgia law are
subject to the provisions of the Georgia Business Corporation Code
(“GBCC”). Section 14-2-851 of the GBCC permits a corporation to
indemnify an individual who is a party to a proceeding because he
or she is or was a director against liability incurred in the
proceeding under certain circumstances. A corporation may not
indemnify a director in connection with a proceeding by or in the
right of the corporation, except for reasonable expenses if certain
requirements are met, or if the director is found liable on the
basis that personal benefit was improperly received by him or her,
unless such indemnification is permitted by the articles of
incorporation or bylaws, pursuant to Section 14-2-856 of the GBCC.
Under Section 14-2-852 of the GBCC, a corporation is required to
indemnify a director who was wholly successful in the defense of
any proceeding to which he or she was a party because he or she was
a director of the corporation against reasonable expenses incurred
by the director in connection with the proceeding. Section 14-2-854
permits a court to order indemnification or advance for expenses if
it determines that the director is entitled to indemnification
under specified circumstances. Section 14-2-857 permits
indemnification of officers, if specified requirements are
met.
In addition, Section 14-2-202(b)(4) of the GBCC provides that the
articles of incorporation of a Georgia corporation may include a
provision eliminating or limiting the liability of a director to
the corporation or its shareholders for monetary damages for any
action taken, or any failure to take any action, as a director,
except for certain types of liability.
The articles of incorporation of United Nissan, Inc. (Georgia)
provide that no director of the corporation shall have personal
liability to the corporation or to its shareholders for monetary
damages for breach of fiduciary duty of care or other duty as a
director, subject to certain limitations.
The bylaws of Peachtree Nissan, Inc. and United Nissan, Inc.
(Georgia) provide that each corporation shall indemnify and hold
harmless directors, officers, employees and agents of the
corporation in actions by persons other than the corporation and in
actions by or in the name of the corporation, under certain
circumstances and subject to certain limitations. The bylaws
further provide that this indemnification is not exclusive of any
other right to which the person indemnified is entitled. In
addition, the United Nissan, Inc. bylaws provide that unless the
articles of incorporation provide otherwise, a director or officer
of the corporation may apply to court for indemnification, which
the court may order if specified requirements are met, and that if
authorized by the articles of incorporation or resolution approved
by the shareholders, the corporation may indemnify or obligate
itself to indemnify a director or officer regardless of the other
limitations provided in the bylaws, subject to specified
requirements.
Indiana Registrants:
The registrants organized as corporations under Indiana law are
subject to the provisions of the Indiana Business Corporation Law
(“IBCL”). Section 23-1-37-8 of the IBCL permits an Indiana
corporation to indemnify directors against liability incurred in
the proceeding if certain requirements are met. Section 23-1-37-9
of the IBCL requires a corporation to indemnify a director who was
wholly successful in the defense of any proceeding to
which
the director was a party because the director is or was a director
of the corporation against reasonable expenses incurred by the
director in connection with the proceeding. Under IBCL Section
23-1-37-11, unless a corporation’s articles of incorporation
provide otherwise, a director may apply for indemnification to the
court, which may order indemnification if it determines that the
specified requirements are met. Unless the corporation’s articles
of incorporation provide otherwise, officers and other employees
may also be indemnified under Section 23-1-37-13 of the IBCL, under
specified circumstances. Section 23-1-37-15 of the IBCL expressly
permits a corporation to include additional indemnification rights
in its articles of incorporation or bylaws.
The articles of incorporation of Dan Young Chevrolet, Inc. provide
that the corporation shall indemnify directors, officers,
employees, or agents of the corporation under specified
circumstances, except if such person is found to be liable for
negligence or misconduct in the performance of a duty to the
corporation. The indemnification provided in the articles of
incorporation is not exclusive of any rights to which such person
may otherwise be entitled.
The registrants organized as limited liability companies under
Indiana law are subject to the provisions of the Indiana Business
Flexibility Act (“IBFA”). Section 23-18-4-4 of the IBFA provides
that a limited liability company’s operating agreement may
eliminate or limit the personal liability of a member or manager
for monetary damages for breach of certain duties, and provide for
indemnification of a member or manager for judgments, settlements,
penalties, fines, or expenses incurred in a proceeding to which a
person is a party because the person is or was a member or
manager.
Nevada Registrant:
Section 78.7502 of the General Corporation Law of Nevada (“GCLN”)
authorizes a court to award, or a corporation’s board of directors
to grant, indemnity to officers and directors of the corporation
under certain circumstances and subject to certain limitations. In
addition, Section 78.138(7) of the GCLN provides that, unless the
articles of incorporation or an amendment thereto filed after
October 1, 2003 provide for greater individual liability, a
director or officer is not individually liable to the corporation
or its stockholders or creditors for any damages as a result of any
act or failure to act in such person’s capacity as a director or
officer unless it is proven that (i) such person’s act or failure
to act constituted a breach of his or her fiduciary duties as a
director or officer and (ii) such person’s breach of those duties
involved intentional misconduct, fraud or a knowing violation of
law.
The articles of incorporation of Tamburro Enterprises, Inc. provide
that no director or officer shall have personal liability to the
corporation or its stockholders for damages for breach of fiduciary
duty as a director or officer, subject to certain limitations. The
bylaws of Tamburro Enterprises, Inc. provide that the corporation
must indemnify, to the maximum extent permitted by the GCLN,
directors, officers, employees or agents of the corporation, under
specified circumstances. The bylaws further provide that this right
does not exclude any other rights to which a person seeking
indemnification may be entitled under any article of incorporation,
agreement, or otherwise.
New Jersey Registrants:
The New Jersey Business Corporation Act (“NJBCA”) governs the
corporations organized in New Jersey. Section 14A:3-5 of the NJBCA
permits a New Jersey corporation to indemnify a corporate agent
(which includes directors, officers, employees or agents) against
expenses and liabilities in connection with any proceeding
involving the corporate agent by reason of his or her being or
having been such a corporate agent, other than a proceeding by or
in the right of the corporation, if certain requirements are met.
In addition, a corporation may indemnify a corporate agent against
expenses in connection with any proceeding by or in the right of
the corporation which involves the corporate agent, if he or she
acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the corporation.
However, in such proceeding no indemnification may be provided if
the corporate agent has been adjudged to be liable to the
corporation, except to the extent that the court determines that
the corporate agent is fairly and reasonably entitled to indemnity.
A New Jersey corporation must indemnify a corporate agent against
expenses to the extent the corporate agent has been successful on
the merits or otherwise in any proceeding referred to above.
Section 14A:3-5(8) of the NJBCA also expressly permits a
corporation to include additional indemnification provisions in its
organizational documents. Section 14A:2-7(3) of
the NJBCA further states that the certificate of incorporation of a
New Jersey corporation may provide that a director or officer shall
not be personally liable, or shall be liable only to the extent
provided, to the corporation or its shareholders for damages for
breach of any duty owed to the corporation or its shareholders,
except in certain circumstances.
The articles of incorporation of Classic Auto Group, Inc. and
Classic Management Company, Inc. provide that no director or
officer of the corporation shall be personally liable to the
corporation or its shareholders for damages for breach of any duty
owed to the corporation or its shareholders, except in accordance
with the NJBCA.
The bylaws of the New Jersey registrants generally provide that
each corporation shall indemnify any corporate agent to the fullest
extent permitted by the NJBCA, subject to specified limitations.
The bylaws of Classic Auto Group, Inc., and Classic Turnersville,
Inc. also permit the board of directors to similarly indemnify any
corporation agent in connection with specified
proceedings.
The New Jersey Uniform Partnership Act (1996) contains no
provisions for indemnification or limitation of liability, and the
New Jersey general partnership registrants’ organizational
documents do not provide for indemnification or limitation of
liability.
Ohio Registrants:
PAG Mentor A1, Inc. is subject to the provisions of the Ohio
General Corporation Law (“OGCL”). Section 1701.13(E) of the OGCL
authorizes a court to award, or a corporation’s board of directors
to grant, indemnity to an officer, director, employee or agent of
the corporation under certain circumstances and subject to certain
limitations. In addition, Section 1701.59(E) provides that, unless
otherwise provided in the articles of incorporation or bylaws, a
director shall be liable in damages for any action that the
director takes or fails to take as a director only if it is proved
by clear and convincing evidence in a court of competent
jurisdiction that the director’s action or failure to act involved
an act or omission undertaken with deliberate intent to cause
injury to the corporation or undertaken with reckless disregard for
the best interests of the corporation.
The certificate of incorporation of PAG Mentor A1, Inc. provides
that the corporation may indemnify or agree to indemnify directors,
officers, employees, or agents of the corporation under certain
circumstances and subject to certain limitations. The certificate
of incorporation provides that a director, officer, employee, or
agent who has been successful in a proceeding shall be indemnified,
if specified conditions are met. The indemnification provided in
the certificate of incorporation is not exclusive of any other
rights to which the person seeking indemnification may be entitled.
The bylaws of PAG Mentor A1, Inc. further provide that the
corporation shall indemnify directors, officers, employees and
agents to the fullest extent permitted by law, and that this right
is not exclusive of any other rights to which the person seeking
indemnification may be entitled.
SDG Automotive Investments, LLC is organized as a limited liability
company under the laws of Ohio.
SDG Automotive Investments, LLC is subject to the provisions of the
Ohio Revised Code (“ORC”). Section 1705.32 of the ORC permits a
limited liability company to indemnify any person. Furthermore,
Section 1705.29(D) of the ORC provides that, unless otherwise
provided in the articles of incorporation or operating agreement, a
manager of a limited liability company shall be liable for damages
for any action that such manager takes or fails to take as a
manager only if it is proved by clear and convincing evidence in a
court with jurisdiction that his or her action or failure to act
involved an act or omission undertaken with deliberate intent to
cause injury to the company or undertaken with reckless disregard
for the best interests of the company.
Oklahoma Registrants:
The registrants organized as limited liability companies under
Oklahoma law are subject to the provisions of Oklahoma Limited
Liability Company Act (“OLLCA”). Section 2017 of the OLLCA provides
that a limited liability company may indemnify and hold harmless
any member or manager or other person from and against any and all
claims and demands as are set forth in the limited liability
company agreement. The limited liability company agreements of the
Oklahoma registrants do not provide for indemnification or
limitation of liability.
South Carolina Registrants:
Gene Reed Chevrolet, Inc. is organized as a corporation under South
Carolina law and is subject to the provisions of the South Carolina
Code of Laws (“SCCL”). In particular, Article 5 of Chapter 8 of the
SCCL authorizes a corporation to indemnify a director against
liability incurred in the proceeding if certain conditions are met
and, unless the corporation’s articles of incorporation provide
otherwise, authorizes a corporation to indemnify an officer,
employee, or agent of the corporation who is not a director under
specified circumstances. Unless the corporation’s articles of
incorporation provide otherwise, a South Carolina corporation must
indemnify a director who was wholly successful, on the merits or
otherwise, in the defense of any proceeding to which he or she was
a party because he or she is or was a director of the corporation.
However, a South Carolina corporation may not indemnify a director
under Article 5 of Chapter 8 of the SCCL (1) in connection with a
proceeding by or in the right of the corporation in which the
director was adjudged liable to the corporation; or (2) in
connection with any other proceeding charging improper personal
benefit to him or her, whether or not involving action in his or
her official capacity, in which he or she was adjudged liable on
the basis that personal benefit was improperly received by him.
Unless a corporation’s articles of incorporation provide otherwise,
a director may apply for indemnification to a court of competent
jurisdiction, which may order indemnification if it determines that
the director is entitled to it. In addition, Section 33-2-102(e) of
the SCCL permits a South Carolina corporation that meets certain
specified criteria to include in its articles of incorporation
provision eliminating or limiting the personal liability of a
director to the corporation or its shareholders for monetary
damages for breach of fiduciary duty as a director, provided that
the provision may not eliminate or limit the liability of a
director under certain circumstances.
The bylaws of Gene Reed Chevrolet, Inc. provide that the
corporation shall indemnify and save harmless all directors,
officers, employees or agents of the corporation to the fullest
extent permitted by the SCCL.
Tennessee Registrant:
United Nissan, Inc. (Tennessee) is subject to the provisions of
Section 48-18-502 of the Tennessee Code (“TC”), which authorizes a
court to award, or a corporation’s board of directors to grant,
indemnity to an officer, director, employee or agent of the
corporation under certain circumstances and subject to certain
limitations. Section 48-18-503 provides that, unless limited by its
charter, a corporation must indemnify a director who was wholly
successful, on the merits or otherwise, in the defense of any
proceeding to which the director was a party under specified
circumstances. Additionally, Section 48-12-102(b) permits a
Tennessee corporation to include in its charter a provision
eliminating or limiting the personal liability of a director to the
corporation or its shareholders for monetary damages for breach of
fiduciary duty as a director, subject to certain
limitations.
The charter of United Nissan, Inc. (Tennessee) provides that no
director shall be liable to the corporation or to its shareholders
for monetary damages for breach of fiduciary duty, subject to
certain limitations. The charter further provides that the
directors, officers, employees and agents of the corporation shall
be entitled to indemnification in accordance with the TC and in
certain specified circumstances, and that these rights do not
affect any rights to indemnification to which directors, officers,
employees or agents may be entitled by contract or under the TC.
The bylaws of United Nissan, Inc. provide that the corporation
shall indemnify officers and directors under certain circumstances
and subject to certain limitations.
Carshop, LLC is organized as a limited liability company under the
laws of Tennessee. Carshop, LLC is subject to the provisions of
48-249-115 of the TC, which authorizes a court to award, or the
limited liability company to grant, indemnity to an individual
acting on behalf of the limited liability company under certain
circumstances and subject to certain limitations, a responsible
person, or an officer, employee, independent contractor or agent of
the limited liability company who is not a responsible person.
Subsection (c) provides that a limited liability company shall
indemnify a responsible person or an officer, employee, independent
contractor or agent of the limited liability company who is not a
responsible person, who was wholly successful, on the merits or
otherwise, in the defense of any proceeding to which the person was
a party, because the person is or was a responsible person, against
reasonable expense incurred by the person in connection with
proceeding.
Texas Registrants:
Section 8.003 of Title 1 of the Texas Business Organizations Code
(“TBOC”) provides that the certificate of formation of a
corporation may restrict the circumstances under which the
corporation must or may indemnify a person. Sections 8.051 and
8.101 of the TBOC provides that a corporation must indemnify a
governing person, former governing person, or delegate in
connection with a proceeding in which the person is a respondent
because the person is or was a governing person or delegate if the
person is wholly successful in the defense of the proceeding, and
may indemnify such a person under certain other circumstances and
subject to certain limitations. Section 8.052 permits a court to
order a corporation to indemnify a governing person, former
governing person, or delegate to the extent the court determines
that the person is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances. In
addition, Section 7.001 of Title 1 of the TBOC allows a Texas
corporation in its certificate of formation to provide that a
governing person of the organization is not liable, or is liable
only to the extent provided by the certificate of formation or
similar instrument, to the organization or its owners or members
for monetary damages for an act or omission by the person in the
person’s capacity as a governing person, except under certain
circumstances.
The bylaws of Classic Special Advertising, Inc. provide that the
corporation shall indemnify its directors and officers to the
maximum extent permitted by the TBOC, subject to certain
limitations, and that this provision is not exclusive of any other
rights to which an officer or director may be entitled under any
bylaw, agreement, insurance policy, or otherwise.
Sections 8.051 and 8.101 of Title 1 of the TBOC provides that a
limited partnership must indemnify a governing person, former
governing person, or delegate in connection with a proceeding in
which the person is a respondent because the person is or was a
governing person or delegate if the person is wholly successful in
the defense of the proceeding, and may indemnify such a person
under certain other circumstances and subject to certain
limitations. Section 8.052 permits a court to order a limited
partnership to indemnify a governing person, former governing
person, or delegate to the extent the court determines that the
person is fairly and reasonably entitled to indemnification in view
of all the relevant circumstances. In addition, Section Sec. 8.003.
allows the written partnership agreement of a limited partnership
to restrict the circumstances under which the limited partnership
must or may indemnify or may advance expenses to a
person.
The partnership agreements or limited liability company agreements
of the Texas registrants provide for limitation of liability of the
partners to the partnership or members.
Item 16. Exhibits
A list of exhibits filed with this registration statement is
contained in the index to exhibits, which is incorporated by
reference.
INDEX TO EXHIBITS
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|
Exhibit Number |
|
Description |
*1.1
|
|
Form(s) of Underwriting Agreement. |
4.1
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|
4.2
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|
4.3
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|
4.4
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|
4.5
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|
*4.6
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|
Form of Debt Warrant Agreement, including forms of Debt
Warrant Certificates. |
*4.7
|
|
Form of Common Stock Warrant Agreement, including Warrant
Certificate of Common Stock. |
*4.8
|
|
Form of Preferred Stock Warrant Agreement, including Warrant
Certificate for Preferred Stock. |
*4.9
|
|
Certificate of Designation of Preferred Stock. |
5
|
|
|
22
|
|
|
23.1
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|
|
23.2
|
|
|
24 |
|
|
25.1
|
|
|
25.2
|
|
|
107
|
|
|
___________________
* To be filed by amendment or incorporated by reference in
connection with the offering of any securities, as
appropriate.
Item 17. Undertakings
Each of the undersigned co-registrants hereby
undertakes:
(1)To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration
statement:
(i)To
include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii)To
reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form
of prospectus filed with the Securities and Exchange Commission
pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the “Calculation of
Registration Fee” table in the effective registration
statement; and
(iii)To
include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
provided, however,
that paragraphs (i), (ii) and (iii) above do not apply if
the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or
furnished to the Securities and Exchange Commission by the
registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement, or is
contained in a form of prospectus filed pursuant to
Rule 424(b) that is part of the registration
statement.
(2)That,
for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3)To
remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(4)That,
for the purpose of determining liability under the Securities Act
of 1933 to any purchaser:
(i)Each
prospectus filed by the registrant pursuant to
Rule 424(b)(3) shall be deemed to be part of the
registration statement as of the date the filed prospectus was
deemed part of and included in the registration
statement; and
(ii)Each
prospectus required to be filed pursuant to Rule 424(b)(2),
(b)(5), or (b)(7) as part of a registration statement in
reliance on Rule 430B relating to an offering made pursuant to
Rule 415(a)(1)(i), (vii), or (x) for the purpose of
providing the information required by Section 10(a) of
the Securities Act of 1933 shall be deemed to be part of and
included in the registration statement as of the earlier of the
date such form of prospectus is first used after effectiveness or
the date of the first contract of sale of securities in the
offering described in the prospectus. As provided in
Rule 430B, for liability purposes of the issuer and any person
that is at that date an underwriter, such date shall be deemed to
be a new effective date of the registration statement relating to
the securities in the registration statement to which that
prospectus relates, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is
part of the registration statement will,
as to a purchaser with a time of contract of sale prior to such
effective date, supersede or modify any statement that was made in
the registration statement or prospectus that was part of the
registration statement or made in any such document immediately
prior to such effective date.
(5)That,
for the purpose of determining liability of the registrant under
the Securities Act of 1933 to any purchaser in the initial
distribution of the securities, in a primary offering of securities
of the registrant pursuant to this registration statement,
regardless of the underwriting method used to sell the securities
to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the
registrant will be a seller to the purchaser and will be considered
to offer or sell such securities to such purchaser:
(i)Any
preliminary prospectus or prospectus of the registrant relating to
the offering required to be filed pursuant to
Rule 424;
(ii)Any
free writing prospectus relating to the offering prepared by or on
behalf of the registrant or used or referred to by the
registrant;
(iii)The
portion of any other free writing prospectus relating to the
offering containing material information about the registrant or
its securities provided by or on behalf of the
registrant; and
(iv)Any
other communication that is an offer in the offering made by the
registrant to the purchaser.
(6)That,
for purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant’s annual report pursuant to
Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and where applicable, each filing
of an employee benefit plan’s annual report pursuant to
Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(7)Insofar
as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions
described in Item 15 or otherwise, the registrant has been
advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant
of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
(8)To
file an application for the purpose of determining the eligibility
of the trustee to act under subsection (a) of Section 310
of the Trust Indenture Act (the TIA”) in accordance with the
rules and regulations prescribed by the Commission under
Section 305(b)(2) of the TIA.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Bloomfield Hills, State of Michigan on the 1st day of November,
2022.
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PENSKE AUTOMOTIVE GROUP, INC. |
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By: |
/s/ Michelle Hulgrave |
|
Michelle Hulgrave |
|
Executive Vice President and Chief Financial Officer |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Robert H.
Kurnick, Jr. and Shane M. Spradlin, and each of them acting
individually, as his or her attorney-in-fact, each with full power
of substitution, for him or her in any and all capacities, to sign
any and all amendments to this registration statement on Form S-3
(including post-effective amendments), and to file the same, with
exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or any
substitute, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in
the capacities indicated on the 1st
day of November, 2022.
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Signature |
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Position |
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Date |
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/s/ Roger S. Penske |
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Chair of the Board and |
|
November 1, 2022 |
Roger S. Penske |
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Chief Executive Officer (Principal Executive Officer) |
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/s/ Michelle Hulgrave |
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Executive Vice President and Chief Financial Officer |
|
November 1, 2022 |
Michelle Hulgrave |
|
(Principal Financial and Accounting Officer) |
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/s/ John D. Barr |
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Director |
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November 1, 2022 |
John D. Barr |
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/s/ Lisa Davis |
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Director |
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November 1, 2022 |
Lisa Davis |
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/s/ Wolfgang Dürheimer |
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Director |
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November 1, 2022 |
Wolfgang Dürheimer |
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/s/ Michael R. Eisenson |
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Director |
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November 1, 2022 |
Michael R. Eisenson |
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/s/ Robert H. Kurnick, Jr. |
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Director |
|
November 1, 2022 |
Robert H. Kurnick, Jr. |
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/s/ Kimberly J. McWaters |
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Director |
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November 1, 2022 |
Kimberly J. McWaters |
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/s/ Kota Odagiri |
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Director |
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November 1, 2022 |
Kota Odagiri |
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/s/ Greg Penske |
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Director |
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November 1, 2022 |
Greg Penske |
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/s/ Sandra E. Pierce |
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Director |
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November 1, 2022 |
Sandra E. Pierce |
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/s/ Greg C. Smith |
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Director |
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November 1, 2022 |
Greg Smith |
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/s/ Ronald G. Steinhart |
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Director |
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November 1, 2022 |
Ronald G. Steinhart |
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/s/ H. Brian Thompson |
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Director |
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November 1, 2022 |
H. Brian Thompson |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of
the registrants has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Bloomfield Hills, State of Michigan, on November 1,
2022.
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Classic Auto Group, Inc. |
PAG New Jersey JL2, LLC |
Classic Enterprises, LLC |
PAG New Jersey JL3, LLC |
Classic Imports, Inc. |
PAG New Jersey P1, LLC |
Classic Management Company, Inc. |
PAG Turnersville AU, LLC |
Classic Motor Sales, LLC |
UAG Chantilly AU, LLC |
Classic Nissan of Turnersville, LLC |
UAG Classic, Inc. |
Classic Turnersville, Inc. |
UAG Connecticut, LLC |
DiFeo Partnership LLC |
UAG East, LLC |
HBL, LLC |
UAG Hudson CJD, LLC |
PAG Annapolis JL1, LLC |
UAG Hudson, Inc. |
PAG Chantilly M1, LLC |
UAG Northeast, LLC |
PAG Chantilly P1, LLC |
UAG Turnersville Realty, LLC |
PAG Connecticut LR1, LLC |
UAG West Bay AM, LLC |
PAG East, LLC |
UAG West Bay IAU, LLC |
PAG East 295, LLC |
UAG West Bay II, LLC |
PAG East 296, LLC |
UAG West Bay IL, LLC |
PAG Greenwich B1, LLC |
UAG West Bay IM, LLC |
PAG Greenwich Holdings, LLC |
UAG West Bay IP, LLC |
PAG New Jersey A1, LLC |
UAG West Bay IW, LLC |
PAG New Jersey JL1, LLC |
UnitedAuto Finance, Inc. |
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By: |
/s/ John Cragg |
|
John Cragg |
|
Chair of the Board |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Robert H.
Kurnick, Jr. and Shane M. Spradlin, and each of them acting
individually, as his or her attorney-in-fact, each with full power
of substitution, for him or her in any and all capacities, to sign
any and all amendments to this registration statement on Form S-3
(including post-effective amendments), and to file the same, with
exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or any
substitute, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following
persons in the capacities indicated and on the dates
indicated.
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Signature |
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Title |
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Date |
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/s/ John Cragg |
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Chair of the Board |
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November 1, 2022 |
John Cragg |
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(Principal Executive Officer) |
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/s/ Michelle Hulgrave |
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Assistant Treasurer and Director
(Principal Accounting Officer and
Principal Financial Officer) |
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November 1, 2022 |
Michelle Hulgrave |
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/s/ Robert H. Kurnick, Jr. |
|
Director |
|
November 1, 2022 |
Robert H. Kurnick, Jr. |
|
|
|
|
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Bloomfield Hills, State of Michigan, on November 1,
2022.
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|
PAG Atlanta Management, LLC |
|
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By: |
/s/ Michelle Hulgrave |
|
Michelle Hulgrave |
|
Assistant Treasurer |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Robert H.
Kurnick, Jr. and Shane M. Spradlin, and each of them acting
individually, as his or her attorney-in-fact, each with full power
of substitution, for him or her in any and all capacities, to sign
any and all amendments to this registration statement on Form S-3
(including post-effective amendments), and to file the same, with
exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or any
substitute, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following
persons in the capacities indicated and on the dates
indicated.
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Signature |
|
Title |
|
Date |
|
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|
/s/ Tyler Heard |
|
President |
|
November 1, 2022 |
Tyler Heard |
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
/s/ Michelle Hulgrave |
|
Assistant Treasurer and Director |
|
November 1, 2022 |
Michelle Hulgrave |
|
(Principal Accounting Officer and |
|
|
|
|
Principal Financial Officer) |
|
|
|
|
|
|
|
/s/ Robert H. Kurnick, Jr. |
|
Director |
|
November 1, 2022 |
Robert H. Kurnick, Jr. |
|
|
|
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of
the registrants has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Bloomfield Hills, State of Michigan, on November 1,
2022.
|
|
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|
|
Danbury Auto Partnership |
DiFeo Nissan Partnership |
DiFeo Tenafly Partnership |
Hudson Motors Partnership |
OCT Partnership |
|
By: DiFeo Partnership, LLC |
|
By: |
/s/ Michelle Hulgrave |
|
Michelle Hulgrave |
|
Assistant Treasurer |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Robert H.
Kurnick, Jr. and Shane M. Spradlin, and each of them acting
individually, as his or her attorney-in-fact, each with full power
of substitution, for him or her in any and all capacities, to sign
any and all amendments to this registration statement on Form S-3
(including post-effective amendments), and to file the same, with
exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or any
substitute, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following
persons in the capacities indicated and on the dates
indicated.
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Signature |
|
Title |
|
Date |
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|
|
/s/ John Cragg |
|
Chair of the Board |
|
November 1, 2022 |
John Cragg |
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
/s/ Michelle Hulgrave |
|
Assistant Treasurer and Director |
|
November 1, 2022 |
Michelle Hulgrave |
|
(Principal Accounting Officer and |
|
|
|
|
Principal Financial Officer) |
|
|
/s/ Robert H. Kurnick, Jr. |
|
|
|
|
Robert H. Kurnick, Jr. |
|
Director |
|
November 1, 2022 |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the
City of Bloomfield Hills, State of Michigan, on November 1,
2022.
|
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|
Late Acquisition I, LLC |
|
|
|
|
By: |
/s/ Michelle Hulgrave |
|
Michelle Hulgrave |
|
Assistant Treasurer |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Robert H.
Kurnick, Jr. and Shane M. Spradlin, and each of them acting
individually, as his or her attorney-in-fact, each with full power
of substitution, for him or her in any and all capacities, to sign
any and all amendments to this registration statement on Form S-3
(including post-effective amendments), and to file the same, with
exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or any
substitute, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following
persons in the capacities indicated and on the dates
indicated.
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Signature |
|
Title |
|
Date |
|
|
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|
|
/s/ Bernard W. Wolfe |
|
President |
|
November 1, 2022 |
Bernard W. Wolfe |
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
/s/ Michelle Hulgrave |
|
Assistant Treasurer and Director |
|
November 1, 2022 |
Michelle Hulgrave |
|
(Principal Accounting Officer and |
|
|
|
|
Principal Financial Officer) |
|
|
|
|
|
|
|
/s/ Robert H. Kurnick, Jr. |
|
Director |
|
November 1, 2022 |
Robert H. Kurnick, Jr. |
|
|
|
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of
the registrants has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Bloomfield Hills, State of Michigan, on November 1,
2022.
|
|
|
|
|
|
PAG International Services, LLC |
UAG International Holdings, Inc. |
UAG Realty, LLC |
|
|
|
|
By: |
/s/ Michelle Hulgrave |
|
Michelle Hulgrave |
|
Treasurer |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Robert H.
Kurnick, Jr. and Shane M. Spradlin, and each of them acting
individually, as his or her attorney-in-fact, each with full power
of substitution, for him or her in any and all capacities, to sign
any and all amendments to this registration statement on Form S-3
(including post-effective amendments), and to file the same, with
exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or any
substitute, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following
persons in the capacities indicated and on the dates
indicated.
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|
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ Roger S. Penske |
|
Chair of the Board |
|
November 1, 2022 |
Roger S. Penske |
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
/s/ Michelle Hulgrave |
|
Treasurer and Director |
|
November 1, 2022 |
Michelle Hulgrave |
|
(Principal Accounting Officer and |
|
|
|
|
Principal Financial Officer) |
|
|
|
|
|
|
|
/s/ Robert H. Kurnick, Jr. |
|
President and Director |
|
November 1, 2022 |
Robert H. Kurnick, Jr. |
|
|
|
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of
the registrants has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Bloomfield Hills, State of Michigan, on November 1,
2022.
|
|
|
|
|
|
|
|
|
CJNS, LLC
|
PAG West 293, Inc. |
Classic Special Advertising, Inc.
|
Peter Pan Motors, Inc. |
Classic Special Automotive GP, LLC
|
PMRC, LLC |
Classic Special, LLC
|
Relentless Pursuit Enterprises, Inc. |
Europa Auto Imports, Inc.
|
SA Automotive, Ltd. |
GMG Motors, Inc.
|
SAU Automotive, Ltd. |
Goodson North, LLC
|
Scottsdale 101 Management, LLC |
Goodson Spring Branch, LLC
|
Scottsdale Ferrari, LLC |
HT Automotive, LLC
|
Scottsdale Management Group, LLC |
KMT/UAG, Inc.
|
Scottsdale Paint & Body, LLC |
Late Acquisition II, LLC
|
Sigma Motors, Inc. |
PAG Austin L1, LLC
|
SK Motors, LLC |
PAG AZ Properties, LLC
|
SL Automotive, LLC |
PAG Chandler JLR, LLC
|
Sun Motors, LLC |
PAG Clovis T1, Inc.
|
Tamburro Enterprises, Inc. |
PAG Leander H1, LLC
|
UAG Capitol, Inc. |
PAG Leander H2, LLC
|
UAG Clovis, Inc. |
PAG Marin M1, Inc.
|
UAG Escondido A1, Inc. |
PAG McAllen H1, LLC
|
UAG Escondido H1, Inc. |
PAG McAllen T1, LLC
|
UAG Escondido M1, Inc. |
PAG North Orange A1, Inc.
|
UAG Los Gatos, Inc. |
PAG North Scottsdale BE, LLC
|
UAG Marin, Inc. |
PAG North Scottsdale M1, LLC
|
UAG San Diego A1, Inc. |
PAG North Scottsdale PP1, LLC
|
UAG San Diego AU, Inc. |
PAG Northern California Management, Inc.
|
UAG San Diego H1, Inc. |
PAG Ontario B1, Inc.
|
UAG San Diego Management, Inc. |
PAG Orange County L1, Inc.
|
UAG Stevens Creek II, Inc. |
PAG Orange County Management Company, Inc.
|
UAG Texas II, Inc. |
PAG Orange County RR1, Inc.
|
UAG Texas, LLC |
PAG Orange County S1, Inc.
|
UAG VK, LLC |
PAG Santa Ana AVW, Inc.
|
UnitedAuto Scottsdale Property Holdings, LLC |
PAG Santa Ana B1, Inc.
|
United Ranch Automotive, LLC |
PAG Surprise T1, LLC
|
|
PAG Tempe M1, LLC |
|
|
|
|
|
|
|
|
|
By: |
/s/ Bernard W. Wolfe |
|
|
Bernard W. Wolfe, |
|
|
Chair of the Board |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Robert H.
Kurnick, Jr. and Shane M. Spradlin, and each of them acting
individually, as his or her attorney-in-fact, each with full power
of substitution, for him or her in any and all capacities, to sign
any and all amendments to this registration statement on Form S-3
(including post-effective amendments), and to file the same, with
exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or any
substitute, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following
persons in the capacities indicated and on the dates
indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ Bernard W. Wolfe |
|
Chair of the Board |
|
November 1, 2022 |
Bernard W. Wolfe |
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
/s/ Michelle Hulgrave |
|
Assistant Treasurer and Director |
|
November 1, 2022 |
Michelle Hulgrave |
|
(Principal Accounting Officer and |
|
|
|
|
Principal Financial Officer) |
|
|
|
|
|
|
|
/s/ Robert H. Kurnick, Jr. |
|
Director |
|
November 1, 2022 |
Robert H. Kurnick, Jr. |
|
|
|
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of
the registrants has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Bloomfield Hills, State of Michigan, on November 1,
2022.
|
|
|
|
|
|
PAG Texas Management Company, LLC |
PAG West, LLC |
|
|
|
By: |
/s/ Michelle Hulgrave |
|
Michelle Hulgrave |
|
Assistant Treasurer |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Robert H.
Kurnick, Jr. and Shane M. Spradlin, and each of them acting
individually, as his or her attorney-in-fact, each with full power
of substitution, for him or her in any and all capacities, to sign
any and all amendments to this registration statement on Form S-3
(including post-effective amendments), and to file the same, with
exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or any
substitute, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following
persons in the capacities indicated and on the dates
indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ Bernard W. Wolfe |
|
President |
|
November 1, 2022 |
Bernard W. Wolfe |
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
/s/ Michelle Hulgrave |
|
Assistant Treasurer and Director |
|
November 1, 2022 |
Michelle Hulgrave |
|
(Principal Accounting Officer and |
|
|
|
|
Principal Financial Officer) |
|
|
|
|
|
|
|
/s/ Robert H. Kurnick, Jr. |
|
Director |
|
November 1, 2022 |
Robert H. Kurnick, Jr. |
|
|
|
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of
the registrants has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Bloomfield Hills, State of Michigan, on November 1,
2022.
|
|
|
|
|
|
eCarShop, LLC |
Florida Chrysler Plymouth, Inc. |
Gene Reed Chevrolet, Inc. |
Landers Ford North, Inc. |
Motorcars Acquisition VI, LLC |
PAG Acquisition 27, LLC |
PAG Acquisition 28, LLC |
PAG Acquisition 66, LLC |
PAG Distributor S1, LLC |
PAG Goodyear F1, LLC |
PAG San Francisco N1, Inc. |
PAG Washington A1, LLC |
Peachtree Nissan, Inc. |
UAG Carolina, Inc. |
United Nissan, Inc. (GA) |
United Nissan, Inc. (TN) |
West Palm Auto Mall, Inc. |
|
By: |
/s/ Robert H. Kurnick, Jr. |
|
Robert H. Kurnick, Jr., |
|
Chair of the Board and President |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Robert H.
Kurnick, Jr. and Shane M. Spradlin, and each of them acting
individually, as his or her attorney-in-fact, each with full power
of substitution, for him or her in any and all capacities, to sign
any and all amendments to this registration statement on Form S-3
(including post-effective amendments), and to file the same, with
exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or any
substitute, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following
persons in the capacities indicated and on the dates
indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ Robert H. Kurnick, Jr.
|
|
Chair of the Board, President and Director |
|
November 1, 2022 |
Robert H. Kurnick, Jr. |
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
/s/ Michelle Hulgrave |
|
Assistant Treasurer and Director |
|
November 1, 2022 |
Michelle Hulgrave |
|
(Principal Accounting Officer and |
|
|
|
|
Principal Financial Officer) |
|
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the
City of Bloomfield Hills, State of Michigan, on November 1,
2022.
|
|
|
|
|
|
UAG Houston Acquisition, Ltd. |
|
By: UAG Texas, LLC |
|
|
|
By: |
/s/ Michelle Hulgrave |
|
Michelle Hulgrave |
|
Assistant Treasurer |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Robert H.
Kurnick, Jr. and Shane M. Spradlin, and each of them acting
individually, as his or her attorney-in-fact, each with full power
of substitution, for him or her in any and all capacities, to sign
any and all amendments to this registration statement on Form S-3
(including post-effective amendments), and to file the same, with
exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or any
substitute, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following
persons in the capacities indicated and on the dates
indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ Bernard W. Wolfe |
|
Chair of the Board |
|
November 1, 2022 |
Bernard W. Wolfe |
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
/s/ Michelle Hulgrave |
|
Assistant Treasurer and Director |
|
November 1, 2022 |
Michelle Hulgrave |
|
(Principal Accounting Officer and |
|
|
|
|
Principal Financial Officer) |
|
|
|
|
|
|
|
/s/ Robert H. Kurnick, Jr. |
|
Director |
|
November 1, 2022 |
Robert H. Kurnick, Jr. |
|
|
|
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the
City of Bloomfield Hills, State of Michigan, on November 1,
2022.
|
|
|
|
|
|
WTA Motors, Ltd. |
|
By: Late Acquisition II, LLC |
Its: General Partner |
|
By: |
/s/ Michelle Hulgrave |
|
Michelle Hulgrave |
|
Assistant Treasurer |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Robert H.
Kurnick, Jr. and Shane M. Spradlin, and each of them acting
individually, as his or her attorney-in-fact, each with full power
of substitution, for him or her in any and all capacities, to sign
any and all amendments to this registration statement on Form S-3
(including post-effective amendments), and to file the same, with
exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or any
substitute, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following
persons in the capacities indicated and on the dates
indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ Bernard W. Wolfe |
|
Chair of the Board |
|
November 1, 2022 |
Bernard W. Wolfe |
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
/s/ Michelle Hulgrave |
|
Assistant Treasurer and Director |
|
November 1, 2022 |
Michelle Hulgrave |
|
(Principal Accounting Officer and |
|
|
|
|
Principal Financial Officer) |
|
|
|
|
|
|
|
/s/ Robert H. Kurnick, Jr. |
|
Director |
|
November 1, 2022 |
Robert H. Kurnick, Jr. |
|
|
|
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the
City of Bloomfield Hills, State of Michigan, on November 1,
2022.
|
|
|
|
|
|
United Auto Licensing, LLC |
|
|
|
By: |
/s/ Robert H. Kurnick, Jr. |
|
Robert H. Kurnick, Jr. |
|
President |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Robert H.
Kurnick, Jr. and Shane M. Spradlin, and each of them acting
individually, as his or her attorney-in-fact, each with full power
of substitution, for him or her in any and all capacities, to sign
any and all amendments to this registration statement on Form S-3
(including post-effective amendments), and to file the same, with
exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or any
substitute, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following
persons in the capacities indicated and on the dates
indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ Robert H. Kurnick, Jr. |
|
President, Treasurer and Director |
|
November 1, 2022 |
Robert H. Kurnick, Jr. |
|
(Principal Executive Officer, Principal Accounting |
|
|
|
|
Officer and Principal Financial Officer) |
|
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of
the registrants has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Bloomfield Hills, State of Michigan, on November 1,
2022.
|
|
|
|
|
|
|
|
|
Auto Mall Payroll Services, Inc. |
PAG Orlando Limited, LLC |
D. Young Chevrolet, LLC |
PAG Roswell B1, LLC |
Dan Young Chevrolet, Inc. |
Palm Auto Plaza, LLC |
Dan Young Motors, LLC |
SDG Automotive Investments, LLC |
Dealer Accessories, LLC |
UAG Atlanta H1, LLC |
FRN of Tulsa, LLC |
UAG Atlanta IV Motors, LLC |
Landers Auto Sales, LLC |
UAG Central Region Management, LLC |
Motorcars Acquisition IV, LLC |
UAG Duluth, Inc. |
Motorcars Acquisition V, LLC |
UAG Fayetteville I, LLC |
Motorcars Acquisition, LLC |
UAG Fayetteville II, LLC |
PAG Bedford A1, LLC |
UAG Fayetteville III, LLC |
PAG Bedford P1, LLC |
UAG Kissimmee Motors, LLC |
PAG Bedford Properties, LLC |
UAG Landers Springdale, LLC |
PAG Davie P1, LLC |
UAG Memphis II, Inc. |
PAG Indiana G1, LLC |
UAG Memphis Management, Inc. |
PAG Indiana H1, LLC |
UAG Mentor Acquisition, LLC |
PAG Madison L1, LLC |
UAG Minneapolis B1, LLC |
PAG Madison T1, LLC |
UAG Royal Palm M1, LLC |
PAG Mentor A1, LLC |
UAG Tulsa Holdings, LLC |
PAG Orlando General, LLC |
UAG Young II, Inc. |
|
UAG-Caribbean, Inc. |
|
|
|
|
|
|
By: |
/s/ Tyler Heard
|
|
|
Tyler Heard |
|
|
Chair of the Board |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Robert H.
Kurnick, Jr. and Shane M. Spradlin, and each of them acting
individually, as his or her attorney-in-fact, each with full power
of substitution, for him or her in any and all capacities, to sign
any and all amendments to this registration statement on Form S-3
(including post-effective amendments), and to file the same, with
exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or any
substitute, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following
persons in the capacities indicated and on the dates
indicated.
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Signature |
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Title |
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Date |
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/s/ Tyler Heard |
|
Chair of the Board |
|
November 1, 2022
|
Tyler Heard |
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
/s/ Michelle Hulgrave |
|
Assistant Treasurer and Director |
|
November 1, 2022
|
Michelle Hulgrave |
|
(Principal Accounting Officer and |
|
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|
|
Principal Financial Officer) |
|
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/s/ Robert H. Kurnick, Jr. |
|
Director |
|
November 1, 2022
|
Robert H. Kurnick, Jr. |
|
|
|
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the
City of Bloomfield Hills, State of Michigan, on November 1,
2022.
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United AutoCare Products, LLC |
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By: |
/s/ Michelle Hulgrave |
|
Michelle Hulgrave |
|
Assistant Treasurer |
KNOW ALL PERSONS BY THE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert H. Kurnick,
Jr. and Shane M. Spradlin, and each of them acting individually, as
his or her attorney-in-fact, each with full power of substitution,
for him or her in any and all capacities, to sign any and all
amendments to this registration statement on Form S-3 (including
post-effective amendments), and to file the same, with exhibits
thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming
all that each of said attorneys-in-fact, or any substitute, may do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following
persons in the capacities indicated and on the dates
indicated.
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Signature |
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Title |
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Date |
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/s/ Aaron Michael |
|
President |
|
November 1, 2022
|
Aaron Michael |
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
/s/ Michelle Hulgrave |
|
Assistant Treasurer and Director |
|
November 1, 2022
|
Michelle Hulgrave |
|
(Principal Accounting Officer and |
|
|
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|
Principal Financial Officer) |
|
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|
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/s/ Robert H. Kurnick, Jr. |
|
Director |
|
November 1, 2022
|
Robert H. Kurnick, Jr. |
|
|
|
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the
City of Bloomfield Hills, State of Michigan, on November 1,
2022.
|
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|
PAG Investments, LLC |
|
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|
By: |
/s/ Michelle Hulgrave |
|
Michelle Hulgrave |
|
Treasurer |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Robert H.
Kurnick, Jr. and Shane M. Spradlin, and each of them acting
individually, as his or her attorney-in-fact, each with full power
of substitution, for him or her in any and all capacities, to sign
any and all amendments to this registration statement on Form S-3
(including post-effective amendments), and to file the same, with
exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or any
substitute, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following
persons in the capacities indicated and on the dates
indicated.
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Signature |
|
Title |
|
Date |
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|
/s/ Robert H. Kurnick, Jr. |
|
Chair of the Board |
|
November 1, 2022
|
Robert H. Kurnick, Jr. |
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
/s/ Michelle Hulgrave |
|
Treasurer and Director |
|
November 1, 2022
|
Michelle Hulgrave |
|
(Principal Accounting Officer and |
|
|
|
|
Principal Financial Officer) |
|
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the
City of Bloomfield Hills, State of Michigan, on November 1,
2022.
|
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UAG Finance Company, Inc. |
|
|
By: |
/s/ Michelle Hulgrave |
|
Michelle Hulgrave |
|
President and Treasurer |
|
|
|
|
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Robert H.
Kurnick, Jr. and Shane M. Spradlin, and each of them acting
individually, as his or her attorney-in-fact, each with full power
of substitution, for him or her in any and all capacities, to sign
any and all amendments to this registration statement on Form S-3
(including post-effective amendments), and to file the same, with
exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or any
substitute, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following
persons in the capacities indicated and on the dates
indicated.
|
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Signature |
|
Title |
|
Date |
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|
/s/ Michelle Hulgrave |
|
President, Treasurer and Director |
|
November 1, 2022
|
Michelle Hulgrave |
|
(Principal Executive Officer, Principal |
|
|
|
|
Accounting Officer and Principal |
|
|
|
|
Financial Officer) |
|
|
|
|
|
|
|
/s/ Robert H. Kurnick, Jr. |
|
Director |
|
November 1, 2022 |
Robert H. Kurnick, Jr. |
|
|
|
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of
the registrants has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Bloomfield Hills, State of Michigan, on November 1,
2022.
|
|
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|
|
|
Classic Oldsmobile Pontiac-GMC Truck, Ltd. |
Classic Special Automotive, Ltd. |
Classic Special Hyundai, Ltd. |
Hill Country Imports, Ltd. |
|
By: Tamburro Enterprises, Inc. |
Its: General Partner |
|
|
By: |
/s/ Michelle Hulgrave |
|
Michelle Hulgrave |
|
Assistant Treasurer |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Robert H.
Kurnick, Jr. and Shane M. Spradlin, and each of them acting
individually, as his or her attorney-in-fact, each with full power
of substitution, for him or her in any and all capacities, to sign
any and all amendments to this registration statement on Form S-3
(including post-effective amendments), and to file the same, with
exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or any
substitute, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following
persons in the capacities indicated and on the dates
indicated.
|
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|
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ Bernard W. Wolfe |
|
Chair of the Board |
|
November 1, 2022
|
Bernard W. Wolfe |
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
/s/ Michelle Hulgrave |
|
Assistant Treasurer and Director |
|
November 1, 2022
|
Michelle Hulgrave |
|
(Principal Accounting Officer and |
|
|
|
|
Principal Financial Officer) |
|
|
|
|
|
|
|
/s/ Robert H. Kurnick, Jr. |
|
Director |
|
November 1, 2022
|
Robert H. Kurnick, Jr. |
|
|
|
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the
City of Bloomfield Hills, State of Michigan, on November 1,
2022.
|
|
|
|
|
|
PAG Orlando Partnership, Ltd. |
|
By: PAG Orlando General, LLC |
Its: General Partner |
|
|
By: |
/s/ Michelle Hulgrave |
|
Michelle Hulgrave |
|
Assistant Treasurer |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Robert H.
Kurnick, Jr. and Shane M. Spradlin, and each of them acting
individually, as his or her attorney-in-fact, each with full power
of substitution, for him or her in any and all capacities, to sign
any and all amendments to this registration statement on Form S-3
(including post-effective amendments), and to file the same, with
exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or any
substitute, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following
persons in the capacities indicated and on the dates
indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ Tyler Heard |
|
Chair of the Board |
|
November 1, 2022
|
Tyler Heard |
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
/s/ Michelle Hulgrave |
|
Assistant Treasurer and Director |
|
November 1, 2022
|
Michelle Hulgrave |
|
(Principal Accounting Officer and |
|
|
|
|
Principal Financial Officer) |
|
|
|
|
|
|
|
/s/ Robert H. Kurnick, Jr. |
|
Director |
|
November 1, 2022
|
Robert H. Kurnick, Jr. |
|
|
|
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the
City of Bloomfield Hills, State of Michigan, on November 1,
2022.
|
|
|
|
|
|
Penske Commercial Vehicles US, LLC |
|
|
By: |
PAG Investments, LLC |
|
|
By: |
/s/ Michelle Hulgrave |
|
Michelle Hulgrave |
|
Assistant Treasurer |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Robert H.
Kurnick, Jr. and Shane M. Spradlin, and each of them acting
individually, as his or her attorney-in-fact, each with full power
of substitution, for him or her in any and all capacities, to sign
any and all amendments to this registration statement on Form S-3
(including post-effective amendments), and to file the same, with
exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or any
substitute, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following
persons in the capacities indicated and on the dates
indicated.
|
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|
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|
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ Richard Shearing |
|
President, Chief Executive Officer and Manager |
|
November 1, 2022 |
Richard Shearing |
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
/s/ Michelle Hulgrave |
|
Assistant Treasurer and Manager |
|
November 1, 2022 |
Michelle Hulgrave |
|
(Principal Accounting Officer and |
|
|
|
|
Principal Financial Officer) |
|
|
|
|
|
|
|
/s/ Robert H. Kurnick, Jr. |
|
Assistant Secretary and Manager |
|
November 1, 2022
|
Robert H. Kurnick, Jr. |
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
/s/ George Brochick |
|
Manager |
|
November 1, 2022 |
George Brochick |
|
|
|
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of
the registrants has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Bloomfield Hills, State of Michigan, on November 1,
2022.
|
|
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|
|
|
|
|
|
ATC Chattanooga, LLC |
ATC Knoxville, LLC |
ATC Realty Investments, LLC |
ATC West Texas, LLC |
PTG Missouri, LLC |
PTG of Idaho, LLC |
PTG of Utah, LLC |
PTG Oregon, LLC |
Single Source Truck Parts, LLC |
The Around the Clock Freightliner Group, LLC |
|
|
|
By: |
Penske Commercial Vehicles US, LLC |
|
|
|
|
By: |
/s/ Michelle Hulgrave |
|
|
Michelle Hulgrave |
|
|
Assistant Treasurer |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Robert H.
Kurnick, Jr. and Shane M. Spradlin, and each of them acting
individually, as his or her attorney-in-fact, each with full power
of substitution, for him or her in any and all capacities, to sign
any and all amendments to this registration statement on Form S-3
(including post-effective amendments), and to file the same, with
exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or any
substitute, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following
persons in the capacities indicated and on the dates
indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ Richard Shearing |
|
President, Chief Executive Officer and Manager |
|
November 1, 2022 |
Richard Shearing |
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
/s/ Michelle Hulgrave |
|
Assistant Treasurer and Manager |
|
November 1, 2022 |
Michelle Hulgrave |
|
(Principal Accounting Officer and |
|
|
|
|
Principal Financial Officer) |
|
|
|
|
|
|
|
/s/ Robert H. Kurnick, Jr. |
|
Assistant Secretary and Manager |
|
November 1, 2022
|
Robert H. Kurnick, Jr. |
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
/s/ George Brochick |
|
Manager |
|
November 1, 2022 |
George Brochick |
|
|
|
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the
City of Bloomfield Hills, State of Michigan, on November 1,
2022.
|
|
|
|
|
|
Bowen Realty Investments, LLC |
|
|
By: |
ATC Realty Investments, LLC |
|
|
By: |
/s/ Michelle Hulgrave |
|
Michelle Hulgrave |
|
Assistant Treasurer |
KNOW ALL PERSONS BY THE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert H. Kurnick,
Jr. and Shane M. Spradlin, and each of them acting individually, as
his or her attorney-in-fact, each with full power of substitution,
for him or her in any and all capacities, to sign any and all
amendments to this registration statement on Form S-3 (including
post-effective amendments), and to file the same, with exhibits
thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming
all that each of said attorneys-in-fact, or any substitute, may do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following
persons in the capacities indicated and on the dates
indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ Richard Shearing |
|
President, Chief Executive Officer and Manager |
|
November 1 , 2022 |
Richard Shearing |
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
/s/ Michelle Hulgrave |
|
Assistant Treasurer and Manager |
|
November 1 , 2022 |
Michelle Hulgrave |
|
(Principal Accounting Officer and |
|
|
|
|
Principal Financial Officer) |
|
|
|
|
|
|
|
/s/ Robert H. Kurnick, Jr. |
|
Assistant Secretary and Manager |
|
November 1 , 2022
|
Robert H. Kurnick, Jr. |
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
/s/ George Brochick |
|
Manager |
|
November 1 , 2022
|
George Brochick |
|
|
|
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of
the registrants has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Bloomfield Hills, State of Michigan, on November 1,
2022.
|
|
|
|
|
|
|
CarShop Holdings, LLC |
|
CarShop Supercenters, LLC |
|
CarShop, LLC |
|
PAG Charlotte M1, LLC |
|
PAG New Jersey CS, LLC |
|
PAG Pennsylvania CS, LLC |
|
|
By: |
/s/ Tyler Heard |
|
Tyler Heard |
|
Chair and President |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Robert H.
Kurnick, Jr. and Shane M. Spradlin, and each of them acting
individually, as his or her attorney-in-fact, each with full power
of substitution, for him or her in any and all capacities, to sign
any and all amendments to this registration statement on
Form S-3 (including post-effective amendments), and to file
the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact,
or any substitute, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following
persons in the capacities indicated and on the dates
indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ Tyler Heard |
|
Chair and President |
|
November 1, 2022 |
Tyler Heard |
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
/s/ Michelle Hulgrave |
|
Assistant Treasurer and Director |
|
November 1, 2022 |
Michelle Hulgrave |
|
(Principal Accounting Officer and |
|
|
|
|
Principal Financial Officer) |
|
|
|
|
|
|
|
/s/ Robert H. Kurnick, Jr. |
|
Director |
|
November 1, 2022 |
Robert H. Kurnick, Jr. |
|
|
|
|
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