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SEC Filings

DEF 14A
PENSKE AUTOMOTIVE GROUP, INC. filed this Form DEF 14A on 03/16/2017
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In 2016, we received $21.7 million from PTL in pro rata cash distributions. Our Chairman and Chief Executive Officer also serves as chairman of PTL, for which he is compensated by PTL. As a limited partner, we do not influence or control the amount of that compensation. Our Australian subsidiary Penske Transportation Group International owns a 33.3% interest in a joint venture with a PTL subsidiary to lease trucks in Australia and New Zealand. In September 2016, PTL purchased 12% percent of the ownership interests in this joint venture from us for $524,440. Previously, we owned 45% of this joint venture. The joint venture combines our sales expertise in Australia with PTL's truck leasing experience. We are party to a stockholder's agreement that provides us with specified distribution and governance rights and restricts our ability to transfer our interests.

In September 2016, Premier Truck Group ("PTG"), our subsidiary operating retail truck dealerships, completed the sale of certain assets to PTL, a related party. The assets sold consisted of approximately 300 vehicles, together with the associated full-service truck leasing and truck rental contracts with various PTG customers. PTL purchased these assets for a total purchase price of $17.0 million.

Other Transactions.    From time to time, we pay and/or receive fees from Penske Corporation and its affiliates for services rendered in the normal course of business, including payments to third parties by Penske Corporation on our behalf which we then reimburse to them, payments to third parties made by us on behalf of Penske Corporation which they then reimburse to us, shared office expenses, shared employee expenses and payments relating to the use of aircraft from Penske Aviation, a subsidiary of Penske Corporation. These transactions are reviewed periodically by our Audit Committee and reflect the provider's cost or an amount mutually agreed upon by both parties. Aggregate payments relating to such transactions amounted to $6.8 million paid by us in 2016.

In June 2008, RP Automotive, an affiliate of Mr. Penske, Jr., purchased two of our subsidiaries operating six franchises in California. In connection with these transactions, the former subsidiaries continue to lease certain fixed assets from us. One of the leases has a term expiring in December 2037 with annual rent of $289,000 per year (or $6.1 million over the remaining period), and the second lease has a term expiring in February 2027 with annual rent of $219,000 per year (or $2.4 million over the remaining period).

We have entered into a license agreement with an affiliate of Penske Corporation for a license of the "Penske Automotive" name. This agreement provides us with a perpetual license of the name "Penske Automotive" and related trade names so long as Penske Corporation and its affiliates own in excess of 20% of our outstanding stock and we adhere to the other terms of the license agreement.

We own 31% of a provider of outsourced vehicle management solutions ("PVS"). Penske Corporation and Penske Truck Leasing also own 15% and 17% interests in that company, respectively. We and the other investors entered into a stockholders agreement relating to this investment which, among other things, provides us with specified management rights and rights to purchase additional shares, and restricts our ability to transfer shares. We also entered into a management agreement which provides that we and other investors are to be paid ongoing pro rata management fees.

From time to time, we enter into arrangements with Penske Truck Leasing and/or other Penske Corporation affiliates and third party vendors in order to achieve the benefits of scale or synergy opportunities as between the companies. These arrangements are reviewed by the Board in accordance with our policy noted above. For example, we aggregate several Penske entities in connection with sourcing certain telecommunications services to achieve the benefits of scale.

In 2016, we had a continuing 7% investment in NPA, an auctioneer of powersport vehicles. NPA, which is also owned 7% by Mitsui, is controlled by Transportation Resource Partners, an organization discussed above.

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