Form FWP PENSKE AUTOMOTIVE GROUP, Filed by: PENSKE AUTOMOTIVE GROUP, INC.

Issuer:

Penske Automotive Group, Inc. (the “Company”)

Aggregate Principal Amount:

$500,000,000

Title of Securities:

5.500% Senior Subordinated Notes due 2026

Final Maturity:

May 15, 2026

Coupon:

5.500%

Issue Price:

100% of principal amount

Yield to Maturity:

5.500%

Interest Payment Dates:

May 15 and November 15, beginning November 15, 2016. Interest will accrue from and including May 25, 2016.

Record Dates:

May 1 and November 1

Trade Date:

May 11, 2016

Gross Proceeds to Issuer (Before Fees and Expenses):

$500,000,000

Make-Whole Premium Call:

At any time prior to May 15, 2021, the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of the date of redemption and accrued and unpaid interest, if any, to the date of redemption (subject to the rights of holders of record on relevant record dates to receive interest due on an interest payment date).

Optional Redemption:

At any time on or after May 15, 2021, the Company may, at its option, redeem the Notes, in whole or in part, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, to the applicable redemption date, if redeemed during the 12-month period beginning

on May 15 of the years indicated below:

Year

Percentage

2021

102.750 %

2022

101.833 %

2023

100.917 %

2024 and thereafter

100.000 %

Optional Redemption with Equity Proceeds:

At any time prior to May 15, 2019, the Company may redeem up to 40% of the aggregate principal amount of outstanding Notes with the proceeds of certain equity offerings at a redemption price of 105.500% of their principal amount, plus accrued and unpaid interest, if any, to the redemption date; provided, that after any such redemption, at least 60% of the aggregate principal amount of Notes originally issued under the indenture remains outstanding.

Settlement Date:

T+10; May 25, 2016

Use of Proceeds

The Company intends to use the net proceeds of this offering to repay amounts outstanding under its U.S. Credit Agreement and various floor plan debt and for general working capital purposes.

Joint Bookrunners:

Merrill Lynch, Pierce, Fenner & Smith
Incorporated

J.P. Morgan Securities LLC

Wells Fargo Securities, LLC

Co-Managers:

RBS Securities Inc.

U.S. Bancorp Investments, Inc.

CUSIP/ISIN:

70959W AG8/ US70959WAG87