Lithia Motors, Inc. agreed to acquire UK Motor Business and Leasing Business from Pendragon PLC for approximately £250 million on September 18, 2023. The consideration is subject to certain financial adjustments. Lithia to assume all existing Pendragon net bank debt and pension obligations, leaving the Continuing Group with no indebtedness, legacy pension liabilities, or retained liabilities from the UK motor business and leasing business. In a related transaction, Pendragon and Lithia Motors, Inc. have also agreed the terms of a strategic partnership with Lithia, including the rollout of Pinewood, the Company's dealer management software business, to Lithia's existing 50 UK sites and the creation of a joint venture to accelerate Pinewood's entry into the highly attractive North American DMS market, underpinned by a subscription by Lithia for 279,388,880 new Ordinary Shares in the Company for an aggregate subscription price of £30 million. The acquisition is subject to customary conditions, including Pendragon shareholder approval; the CMA Condition; the Reorganisation Condition; the FCA Conditions; the Pensions Condition; and the OEM Condition. Subject to satisfaction of the conditions to the Transaction, completion is expected to occur in Q4 2023. James Thomlinson, Thomas Bective and Jordan Cameron of Jefferies International Limited acted as financial advisor, sponsor and Joint Corporate Broker; and James Parkes and Kieran O'Brien of CMS Cameron McKenna Nabarro Olswang LLP acted as legal advisor to Pendragon PLC. As of October 2, 2023, the UK Financial Conduct Authority (FCA) has approved a supplementary circular in relation to the Transaction. Completion of the Transaction is conditional on, among other things, the approval of Pendragon's shareholders at the General Meeting, which will be held on October 25, 2023. As of October 25, 2023, The shareholders of Pendragon has approved the transaction on October 25, 2023.

Lithia Motors, Inc. completed the acquisition of UK Motor Business and Leasing Business from Pendragon PLC for approximately £370 million on January 31, 2024.