Filing Details

Accession Number:
0001193125-18-097825
Form Type:
13D Filing
Publication Date:
2018-03-27 17:01:03
Filed By:
Mitsui & Co Ltd
Company:
Penske Automotive Group Inc. (NYSE:PAG)
Filing Date:
2018-03-27
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Mitsui Co., Ltd. S.S. or 0 13,322,205 0 13,322,205 13,322,205 15.7%
Mitsui Co. (U.S.A.), Inc. S.S. or 0 13,322,205 0 13,322,205 13,322,205 15.7%
Filing

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Amendment No. 9

 

 

PENSKE AUTOMOTIVE GROUP, INC.

(Name of Issuer)

Common Stock (Par Value $0.0001 Per Share)

(Title of Class of Securities)

909440 10 9

(CUSIP Number)

Mr. Masashi Yamanaka, General Manager

Second Motor Vehicles Division, Integrated Transportation Systems Business Unit I

Mitsui & Co., Ltd.

Nippon Life Marunouchi Garden Tower

1-3, Marunouchi 1-chome

Chiyoda-ku Tokyo 100-8631, Japan

(Phone) + 81-3-3285-4667

Mr. Yoshimi Namba, Senior Vice President

Mitsui & Co. (U.S.A.), Inc.

200 Park Avenue, New York, NY 10166

(Phone) 212-878-4845

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

Copy to:

Ezra Borut, Esq.

Debevoise & Plimpton LLP

919 Third Avenue

New York, NY 10022

(212) 909-6000

March 27, 2018

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

 

* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

(Continued on following pages)

 

 

 


Schedule 13D

 

CUSIP No. 909440 10 9

 

  (1)   

Name of Reporting Person

Mitsui & Co., Ltd.

S.S. or I.R.S. Identification No. of Above Person

98-0110185

  (2)  

Check the Appropriate Box if a Member of a Group

 

(a)  ☒        (b)  ☐

  (3)  

SEC Use Only

 

  (4)  

Source of Funds

 

  (5)  

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

 

  (6)  

Citizenship or Place of Organization

 

Japan

Number of 

Shares

Beneficially 

Owned by

Each

Reporting

Person

With

 

     (7)    

Sole Voting Power

 

0

     (8)   

Shared Voting Power

 

13,322,205

     (9)   

Sole Dispositive Power

 

0

   (10)   

Shared Dispositive Power

 

13,322,205

(11)   

Aggregate Amount Beneficially Owned by Each Reporting Person

 

13,322,205 (1)

(12)   

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☒

 

(1)

(13)   

Percent of Class Represented by Amount in Row (11)

 

15.7% (2)

(14)   

Type of Reporting Person

 

CO

 

(1) To the extent that the parties to the Stockholders Agreement (as defined in Item 6) may be deemed to constitute a group within the meaning of Section 13(d) of the Exchange Act, and the Reporting Persons may be deemed to share beneficial ownership of the shares of Common Stock owned by the other stockholder parties to the Stockholders Agreement, the Reporting Persons expressly disclaim beneficial ownership of any shares of Common Stock held by such other parties.
(2) All percentages are based on 84,975,410 shares of voting common stock outstanding as of March 27, 2018.

CUSIP No. 909440 10 9

 

  (1)   

Name of Reporting Person

Mitsui & Co. (U.S.A.), Inc.

S.S. or I.R.S. Identification No. of Above Person

13-2559853

  (2)  

Check the Appropriate Box if a Member of a Group

 

(a)  ☒        (b)  ☐

  (3)  

SEC Use Only

 

  (4)  

Source of Funds

 

  (5)  

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

 

  (6)  

Citizenship or Place of Organization

 

New York

Number of 

Shares

Beneficially 

Owned by

Each

Reporting

Person

With

 

     (7)    

Sole Voting Power

 

0

     (8)   

Shared Voting Power

 

13,322,205

     (9)   

Sole Dispositive Power

 

0

   (10)   

Shared Dispositive Power

 

13,322,205

(11)   

Aggregate Amount Beneficially Owned by Each Reporting Person

 

13,322,205 (1)

(12)   

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☒

 

(1)

(13)   

Percent of Class Represented by Amount in Row (11)

 

15.7% (2)

(14)   

Type of Reporting Person

 

CO

 

(1) To the extent that the parties to the Stockholders Agreement (as defined in Item 6) may be deemed to constitute a group within the meaning of Section 13(d) of the Exchange Act, and the Reporting Persons may be deemed to share beneficial ownership of the shares of Common Stock owned by the other stockholder parties to the Stockholders Agreement, the Reporting Persons expressly disclaim beneficial ownership of any shares of Common Stock held by such other parties.
(2) All percentages are based on 84,975,410 shares of voting common stock outstanding as of March 27, 2018.

This Amendment No. 9 amends and supplements the statement on Schedule 13D initially filed by the Reporting Persons on April 11, 2003, as amended by Amendment No. 1 filed on April 25, 2003, by Amendment No. 2 filed on February 17, 2004, by Amendment No. 3 filed on March 26, 2004, by Amendment No. 4 filed on January 27, 2006, by Amendment No. 5 filed on September 18, 2006, by Amendment No. 6 filed on February 5, 2010, by Amendment No. 7 filed on July 30, 2013 and by Amendment No. 8 filed on October 23, 2017 (the Statement). Information reported in the Statement remains in effect except to the extent that it is amended, restated, superseded or supplemented by information contained in this Amendment No. 9. Capitalized terms used and not defined in this Amendment No. 9 shall have the meanings set forth in the Statement.

 

Item 2. Identity and Background

Item 2 of the Statement is hereby amended and supplemented as follows:

The address of Mitsui Japans principal executive office is Nippon Life Marunouchi Garden Tower, 1-3, Marunouchi 1-chome, Chiyoda-ku, Tokyo, 100-8631.

Information with respect to the directors and executive officers of the Reporting Persons set forth in Annex A to the Statement is hereby amended and restated in its entirety as set forth in Annex A to this Amendment No. 9, and is incorporated herein by reference.

 

Item 4. Purpose of Transaction

Item 4 of the Statement is hereby amended and supplemented as follows:

On March 27, 2018, the Reporting Persons and the Company entered into a share purchase agreement (the Purchase Agreement), pursuant to which the Company purchased from Mitsui Japan and Mitsui USA 906,413 and 226,603 shares of Common Stock, respectively, for a cash purchase price of $44.13 per share. The foregoing description of the Purchase Agreement is qualified in its entirety by the full text of the Purchase Agreement, which is filed as an exhibit to Amendment No. 9 to the Statement and incorporated by reference herein.

 

Item 5. Interests in Securities of the Issuer

Item 5 of the Statement is hereby amended and supplemented as follows:

(a) The Reporting Persons beneficially own, within the meaning of Rule 13d-3 under the Exchange Act, an aggregate of 13,322,205 shares of Common Stock. The Common Stock owned by the Reporting Persons constitutes approximately 15.7% of the Common Stock issued and outstanding, computed on the basis of 84,975,410 shares of Common Stock issued and outstanding as of March 27, 2018 (based on information provided by the Company). To the Reporting Persons knowledge, other persons named in Item 2 do not beneficially own, within the meaning of Rule 13d-3 under the Exchange Act, any Common Stock.

To the extent that the parties to the Stockholders Agreement (as defined in Item 6) may be deemed to constitute a group within the meaning of Section 13(d) of the Exchange Act, and the Reporting Persons may be deemed to share beneficial ownership of the shares of Common Stock owned by the other stockholder parties to the Stockholders Agreement, the Reporting Persons expressly disclaim beneficial ownership of any shares of Common Stock held by such other parties.

(b) Mitsui Japan and Mitsui USA have the shared power to vote (or to direct the vote) and to dispose (or direct the disposition) of 13,322,205 shares of Common Stock.

(c) Except as set forth in Item 4 of Amendment No. 9, no transactions in the Common Stock were effected during the past sixty days by the Reporting Persons.

(d) None.

(e) Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Statement is hereby supplemented as follows:

The information set forth in Item 4 of this Amendment No. 9 is hereby incorporated by reference.


On March 27, 2018, the Reporting Persons, Penske Automotive Holdings Corp. and Penske Corporation entered into a Letter Agreement, pursuant to which the parties extended the term of the Stockholders Agreement from March 26, 2024 to March 26, 2030.

 

Item 7. Materials to be Filed as Exhibits

 

Exhibit 22    Purchase Agreement, dated as of March 27, 2018, by and among the Reporting Persons and the Company
Exhibit 23    Letter Agreement re: Second Amendment of PAG Stockholders Agreement, dated as of March 27, 2018, by and among the Reporting Persons, Penske Automotive Holdings Corp. and Penske Corporation.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Dated: March 27, 2018

 

MITSUI & CO., LTD.
By:  

/s/ Masashi Yamanaka

  Name: Masashi Yamanaka
 

Title:   General Manager, Second Motor Vehicles

            Division, Integrated Transportation

            Systems Business Unit I

MITSUI & CO. (U.S.A.), INC.
By:  

/s/ Yoshimi Namba

  Name: Yoshimi Namba
  Title: Senior Vice President

ANNEX A

Unless otherwise indicated below, the business address of the directors and executive officers of Mitsui & Co., Ltd. (Mitsui Japan) is Nippon Life Marunouchi Garden Tower, 1-3, Marunouchi, 1-chome, Chiyoda-ku, Tokyo 100-8631, Japan. The business address of the directors and executive officers of Mitsui & Co. (U.S.A.) (Mitsui USA) is 200 Park Avenue, New York, NY 10166, USA. Each occupation set forth opposite such persons name refers to employment with the Reporting Persons. To the Reporting Persons knowledge, none of the directors or executive officers of Mitsui Japan nor the directors or executive officers of Mitsui USA has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws. Each of the directors and executive officers of the Reporting Persons listed below is a citizen of Japan, with the exception of Mr. Samuel Walsh and Ms. Jenifer Rogers. Mr. Samuel Walsh is a citizen of Australia and Ms. Jenifer Rogers is a citizen of the United States of America.

Directors and Executive Officers of Mitsui Japan

 

Name

  

Occupation and

Business Address

   Number of Shares of
Common Stock
Beneficially Owned
 

Masami Iijima

  

Representative Director, Chairman of the Board of Directors

         

Tatsuo Yasunaga

  

Representative Director, President and Chief Executive Officer

         

Hiroyuki Kato

  

Representative Director, Executive Vice President

         

Yoshihiro Hombo

  

Representative Director, Executive Vice President

         

Makoto Suzuki

  

Representative Director, Executive Vice President

         

Satoshi Tanaka

  

Representative Director, Executive Vice President

         

Keigo Matsubara

  

Representative Director, Senior Executive Managing Officer

         

Shinsuke Fujii

  

Representative Director, Senior Executive Managing Officer

         

Nobuaki Kitamori

  

Representative Director, Executive Managing Officer

         

Toshiro Muto (1)

  

Director

         

Izumi Kobayashi

  

Director

         

Jenifer Rogers

  

Director

         

Hirotaka Takeuchi

  

Director

         

Samuel Walsh

  

Director

         

Atsushi Kume (2)

  

Senior Executive Managing Officer

         

Takeshi Kanamori (3)

  

Senior Executive Managing Officer

         

Yasushi Takahashi (4)

  

Senior Executive Managing Officer

         

Taku Morimoto (5)

  

Senior Executive Managing Officer

         

Yasuyuki Fujitani

  

Executive Managing Officer

         

Motoo Ono

  

Executive Managing Officer

         

Yukio Takebe (6)

  

Executive Managing Officer

         

Shinsuke Kitagawa (7)

  

Executive Managing Officer

         

Noboru Katsu

  

Executive Managing Officer

         

Takakazu Uchida

  

Executive Managing Officer

         

Hiromichi Yagi (8)

  

Executive Managing Officer

         

Shinichiro Omachi

  

Executive Managing Officer

         

Hiroyuki Tsurugi

  

Executive Managing Officer

         

Hirotatsu Fujiwara

  

Executive Managing Officer

         

Kenichi Hori (9)

  

Executive Managing Officer

         

Location:

 

(1) GranTokyo North Tower, 9-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo 100-6738, Japan

 

(2) 8th and 9th Floors, 1 St. Martins Le Grand, London EC1A 4AS, United Kingdom

 

(3) 8th Floor, China World Tower, 1 Jianguomenwai Avenue, Beijing 100004, China

 

(4) 200 Park Avenue New York, NY 10166, USA

 

(5) 12 Marina View, #31-01 Asia Square Tower 2, Singapore 018961

 

(6) Level 15, 120 Collins Street, Melbourne, 3000 Victoria, Australia

 

(7) 3-33, Nakanoshima 2-chome, Kita-ku, Osaka 530-0005, Japan

 

(8) Plot No. D-1, Fourth Floor, Salcon Ras Vilas, District Centre, Saket, New Delhi 1100017, India

 

(9) 3-1, Ohtemachi 1-chome, Chiyoda-ku, Tokyo 100-8631, Japan

Directors and Executive Officers of Mitsui USA

 

Name

  

Occupation and

Business Address

   Number of Shares of
Common Stock
Beneficially Owned
 

Yasushi Takahashi

  

Director, President & Chief Executive Officer

         

Makoto Takasugi

  

Director, Senior Vice President & Chief Administrative Officer

         

Yoshimitsu Gushiken

  

Director, Senior Vice President & Chief Financial Officer

         

Tadashi Sano

  

Director, Senior Vice President, Chief Human Resources Officer & Chief Compliance Officer

         

Koichiro Tago

  

Executive Vice President

         

Katsutoshi Yokoi

  

Senior Vice President

         

Masaya Inamuro

  

Senior Vice President

         

Yukinobu Nakano

  

Senior Vice President

         

Yoshimi Namba

  

Senior Vice President

         

Toshitaka Inuzuka

  

Senior Vice President

         

Yasushi Kokaze(1)

  

Senior Vice President

         

Noboru Nagasawa

  

Senior Vice President

         

Takayuki Iwai

  

Senior Vice President

         

Kiichiro Takanami(2)

  

Senior Vice President

         

Shigeyuki Toya

  

Senior Vice President

         

Shinichi Hori

  

Senior Vice President

         

Naoki Ito

  

Secretary

         

David Dressler

  

Assistant Secretary

         

Location:

 

(1) 1300 Post Oak Blvd., Suite 1700, Houston, TX 77056, USA

 

(2) 535 Middlefield Road, Suite 100, Menlo Park, CA 94025, USA