Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):   September 20, 2011

Penske Automotive Group, Inc.
(Exact name of registrant as specified in its charter)

Delaware 1-12297 22-3086739
(State or other jurisdiction
(I.R.S. Employer
of incorporation) File Number) Identification No.)
2555 Telegraph Road, Bloomfield Hills, Michigan   48302
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code:   248-648-2500

Not Applicable
Former name or former address, if changed since last report


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:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

We are a party to a credit agreement with Mercedes-Benz Financial Services USA LLC and Toyota Motor Credit Corporation, as amended (the "U.S. Credit Agreement"), which provides for up to $300 million in revolving loans for working capital, acquisitions, capital expenditures, investments and for other general corporate purposes, a non-amortizing term loan with a balance of $134 million and for an additional $10 million of availability for letters of credit, through September 30, 2013. On September 20, 2011, the term of U.S. Credit Agreement was extended by one year through September 30, 2014 pursuant to its "evergreen" provision. We purchase motor vehicles from Daimler AG and Toyota Motor Corporation, affiliates of the respective lenders under the Credit Agreement, for sale at certain of our dealerships. The lenders also provide us with "floor-plan" financing and consumer financing.


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.
September 26, 2011   By:   Shane M. Spradlin
        Name: Shane M. Spradlin
        Title: Executive Vice President