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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): |
(Exact name of registrant as specified in its charter)
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Securities registered pursuant to Section 12(b) of the Act:
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure.
The following information is furnished pursuant to Item 7.01 “Regulation FD Disclosure.”
We hold a 28.9% ownership interest in Penske Truck Leasing Co., L.P. (“PTL”). 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. PTS is owned 41.1% by Penske Corporation, 28.9% by us, and 30.0% by Mitsui & Co., Ltd. We account for our investment in PTS under the equity method, and we therefore record our share of PTS’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.
On October 19, 2020, PTS announced that it intends to undertake a debt financing and has provided to its potential investors that, while it is in the process of finalizing its results for the nine months ended September 30, 2020, it estimates that consolidated net earnings for the period were $373 million (of which approximately $108 million would be recorded as earnings with respect to our 28.9% ownership interest).
The preliminary PTS financial data included in this Item 7.01 has been prepared by, and is the responsibility of, PTS. PTS’s closing process for the period has not yet been completed. The preliminary PTS financial data presented above is therefore a preliminary estimate and is subject to change. Actual results could differ materially.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Penske Automotive Group, Inc. | ||||
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October 19, 2020 |
| By: |
| /s/ Shane M. Spradlin |
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| Name: Shane M. Spradlin |
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| Title: Executive Vice President |
