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PAG > SEC Filings for PAG > Form 8-K on 25-May-2012All Recent SEC Filings

Show all filings for PENSKE AUTOMOTIVE GROUP, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for PENSKE AUTOMOTIVE GROUP, INC.


25-May-2012

Triggering Events That Accelerate or Increase a Direct Financial Ob


Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement.

We have called for redemption our $63,324,000 outstanding principal amount of 3.5% Senior Subordinated Convertible Notes due 2026 (the "Notes") at a redemption price of 100% of the principal amount of the Notes, plus accrued and unpaid interest to, but excluding June 25, 2012 (the "Redemption Date").

In lieu of surrendering Notes for redemption, Note holders may elect to convert the Notes at any time prior to the close of business on June 21, 2012, which is the second business day prior to the redemption date, based on a conversion rate of 42.7796 shares of our common stock per $1,000 principal amount of the Convertible Notes (which is equal to a conversion price of approximately $23.38 per share). The $63.3 million principal amount of the Notes will be paid in cash, and the conversion premium, if any, will be paid in cash or stock, at our election in accordance with the terms of the indenture governing the Notes. The conversion agent is The Bank of New York Mellon Trust Company, N.A.

The Company's notice to holders specifying the terms, conditions and procedures for the redemption and/or conversion is available through The Depository Trust Company and the paying agent, The Bank of New York Mellon Trust Company, N.A.

A copy of a press release describing the redemption is attached hereto as Exhibit 99.1 and incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits.

Exhibit 99.1 Press Release.


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