We join 5–8 family-owned franchised dealer groups (3–10 stores each) into one national group, all closing on the same day, and run it on one operating system. Working name: Acquisitions.com + CarDealer.ai operational roll-up.
Franchised stores beat pre-owned because the manufacturers fund much of the marketing (Jon, 19 Oct call). There are roughly 17,000 franchised new-car stores in the US (NADA, approximate).
The sponsor company is split 50/50 between Moran and Jon, as agreed on the 19 Oct call. A seed investor and the future CEO/CFO come out of both halves equally.
| Who | Brings | Paid how |
|---|---|---|
| Moran / Acquisitions.com | Sponsor: the process, lawyers, auditors, banker; raises $450k–$1M for deal and listing costs | 50% of sponsor shares |
| Jon / CarDealer.ai | Dealer relationships and databases, the anchor operator, the AI operating system and agency playbook | 50% of sponsor shares, earned in thirds: 5 signed letters / 8 signed agreements / closing |
| Anchor operator (Jon's ~9-store contact) | First group in, licensing and OEM know-how, likely group COO | Same price menu as everyone, plus a board seat |
| Seed investor | The first $200–300k | A slice of the sponsor company, agreed in writing |
| CEO + CFO (to hire) | A dealer-group operator and a CFO who has done public reporting | Salary + shares |
Jon is paid in sponsor shares, never per-deal fees: a fee per deal can make him an unlicensed broker (lawyer to confirm). CarDealer.ai stays Jon's company; the group signs it as a vendor on normal terms, disclosed to every dealer as a related party.
About 12–15 months from today to one closing day. Each step has a gate; we do not move on until it is met.
Every group gets the same menu. The more shares an owner takes, the higher the multiple.
| Option | Cash at closing | Price (× last-12-months adjusted profit) |
|---|---|---|
| A | 30% | 3× |
| B | 20% | 4× |
| C | 10% | 5× |
To confirm with the banker for dealers: the menu prices the goodwill ("blue sky"); vehicle and parts inventory is bought at cost and runs on floor-plan credit; real estate can stay with the family and be leased to the group.
The owner also keeps his stores' names and team, a 5-year contract to run them, a board seat for the larger groups, and we pay for the review of his numbers. He pays for nothing.
"We're putting together a group of the best family-owned dealer groups in the country. You keep running your stores, under your name. You get a fair price, part cash at closing, the rest as an owner of a much bigger group. Every store gets CarDealer.ai and an in-house agency, so your vendor bill drops. Would you take a 20-minute call with my partner Moran?"
Keep the first call short and get Moran on it fast. Send nothing in writing about a listing until the lawyer sets the rules.
Closing prices 19 Oct 2026 (stockanalysis.com). The six franchised groups together are worth about $34B on $153B of sales.
| Company | Ticker | Market cap | Revenue (12 mo) | Net income | P/E | Note |
|---|---|---|---|---|---|---|
| Franchised new-car dealer groups | ||||||
| Penske Automotive Group | PAG | $13.9B | $32.2B | $906M | 15.4 | Being taken private at $212/share (~$16.3B EV) by Penske Corp + Mitsui, agreed 15 Oct 2026 |
| Lithia Motors | LAD | $6.4B | $37.9B | $714M | 9.8 | Largest by sales |
| AutoNation | AN | $5.3B | $27.5B | $775M | 7.4 | 24,800 staff |
| Asbury Automotive | ABG | $3.1B | $18.0B | $510M | 6.4 | |
| Group 1 Automotive | GPI | $2.8B | $22.2B | $286M | 10.2 | Our model: founders closed at the IPO |
| Sonic Automotive | SAH | $2.0B | $15.5B | $212M | 10.0 | Smith family control |
| Used-car retailers | ||||||
| Carvana | CVNA | $65.4B | $25.1B | $1.57B | 32.4 | Valued as a tech company |
| CarMax | KMX | $7.3B | $29.5B | $292M | 25.2 | |
| America's Car-Mart | CRMT | $9M | $1.1B | −$202M | — | Buy-here-pay-here; going-concern warning, lender defaults (2026) |
Only Group 1 did what we plan: buy the founding dealers at the same moment as the IPO. Most of the money came from lenders (floor-plan credit), not the IPO, which raised $27–190M each.
| Company | How and when | Raised | CEO at listing → today | Who controls it today | Stores then → now | Revenue then → 2025 |
|---|---|---|---|---|---|---|
| Group 1 GPI | IPO NYSE Oct 1997 at $12; 4 dealer groups (13 cos, 30 franchises TX/OK) bought at the IPO for 9.07M shares + $5.4M cash (~93% stock), shares valued 35% below IPO price for a 2-year lock-up; $125M Chase/Comerica line on day one | $57.6M | B.B. Hollingsworth (ex-SCI funeral roll-up) → Daryl Kenningham | BlackRock 16.5%, Vanguard 12.5% | 30 → 254 | $826M → $22.6B |
| Penske PAG | IPO NYSE Oct 1996 at $30 as United Auto Group; Roger Penske took control in 1999 for ~$83M of convertible preferred; going private at $212/share (signed 15 Oct 2026) | $187.5M | Carl Spielvogel (co-founder Marshall Cogan) → Roger Penske since 1999 | Penske Corp 52% + Mitsui 20.3% | 37 franchises → 365 | $1.35B → $31.8B |
| Lithia LAD | IPO Nasdaq Dec 1996 at $11; founder kept 10-vote shares (one class since 2021); grew by buying stores one at a time for cash | $27.5M | Sid DeBoer → his son Bryan DeBoer | Widely held | 8 → 455 | $197M → $37.6B |
| Sonic SAH | IPO NYSE Nov 1997 at $12; Smith family kept 10-vote shares; Honda required them to keep 51%, which limited buying dealers with stock | $60M | O. Bruton Smith → his son David Bruton Smith | Smith family ~86% of votes on ~40% of shares | 23 → 111 + 18 EchoPark | $900M → $15.2B |
| AutoNation AN | No IPO: Wayne Huizenga's group bought control of listed waste company Republic Industries (Aug 1995), then bought dealers with its stock; switched to buybacks once the share price fell | ~$64M insiders + $168M private placements | Wayne Huizenga → Michael Manley (since 2021) | Gates/Cascade 20.6% | 260+ (1998) → 245 | $10.3B (1997) → $27.6B |
| Asbury ABG | Private equity build from 1995 (Ripplewood, Freeman Spogli); dealers kept 49% and swapped into the parent before the IPO, Mar 2002 at $16.50 | $127M ($74M new) | Kenneth Gilman → Dan Clara (May 2026) | BlackRock 15.2% | 91 → 171 | $4.3B → $18.0B |
| CarMax KMX | Circuit City tracking stock Feb 1997 at $20, spun off 2002 | ~$437M | Austin Ligon (CarMax president; Circuit City CEO Richard Sharp) → Keith Barr (Mar 2026) | BlackRock 11.8% | 6 → 256 | $276M → $25.9B |
| America's Car-Mart CRMT | No IPO: bought by listed Crown Group 1999, renamed 2002; closed 42 stores Apr 2026, going-concern warning, lender waivers to 22 Oct 2026 | — | Tilman Falgout (2002) → Douglas Campbell | Silver Point 9.8% (also its lender) | 35 → 94 | ~$65M → $1.28B |
| LMP Automotive (gone) | Small IPO Dec 2019 via ThinkEquity, 2.3M shares at $5 on Nasdaq; tried to buy dealers after listing, financing failed, 7 purchases terminated ($1.5M deposit lost), sold stores and liquidated | $11.5M | Samer Tawfik (founder; said he would buy up to $2.75M of the IPO) | — | — | — |
| Berkshire Hathaway Automotive (private) | Berkshire bought Van Tuyl for $4.1B cash in 2015: a cash buyer if the listing window is shut | — | Larry Van Tuyl (chairman), Jeff Rachor (CEO, 2015) | 100% Berkshire | 81 → 83 | ~$9B → n/d |
Sources: IPO prospectuses, FY2025 10-Ks and 2026 proxies on SEC EDGAR; full notes with a link per number in our research file. Reverse mergers and SPACs are in the next section.
No franchised dealer group has gone public by a lasting reverse merger into a shell. SPACs in car retail mostly ended in bankruptcy or delisting.
| Company | Route | Money at listing | Ownership after | Result |
|---|---|---|---|---|
| AutoNation | Took over a real listed waste company (Republic), 1995: Huizenga's group paid $37.5M for 8.35M new shares + 16.7M warrants, plus $26.5M for 2M more shares; then ~$168M of private placements | ~$232M | Huizenga group in control, CEO from 3 Aug 1995 | Used its high share price to buy Alamo, National and dealer groups (e.g. Maroone, ~6.1M shares); signed GM and Ford framework agreements first |
| RumbleOn | Bought a shell (Smart Server) for $148K, 2016 | tiny | Founder Chesrown 43.9% | Bought RideNow 2021 for $400M cash + stock (a $167M share sale + $280M Oaktree loan); $350M write-down 2022; now RideNow Group |
| Lazydays (RV) | Andina II SPAC, Mar 2018 | ~$22M trust + $94.8M PIPE | Sellers took $86.7M cash; PIPE preferred ~41% of votes; promote 20% | ~75% of public shares redeemed; delisted Nov 2025 |
| Shift | Insurance Acquisition Corp SPAC, Oct 2020 | $150.7M trust + $189M PIPE | Shift holders 51.2%, SPAC founders 6.9% | Chapter 11, Oct 2023 |
| CarLotz | Acamar SPAC, Jan 2021 | ~$305M trust + $125M PIPE | Old holders 55.4%, sponsor 6.7% | Valued $750M at listing; sold to Shift for ~$23M in stock, Dec 2022 |
| Vroom | Bank-led IPO, Jun 2020 at $22 | $504M net | — | Closed online store 2024; prepackaged Chapter 11 Nov 2024 |
| Carvana | IPO Apr 2017 (Up-C, 10-vote Class B); spun out of DriveTime 2014 | $205.8M net | Garcia family ~99% of votes | Fell to ~$3.60 in 2022; joined the S&P 500 Dec 2025 |
| Cazoo (UK) | Ajax SPAC, 2021 | $805M trust (~72% redeemed) + $800M PIPE | — | Administration and NYSE delisting, May 2024 |
| Kaixin (China) | CM Seven Star SPAC, 2019 | ~99% of $206M trust redeemed | Renren; dealers paid in shares over 5 years | Repeated reverse splits |
| Major Automotive | Owner put his own Chevrolet, Subaru, Chrysler stores into the listed tech company he controlled, 1997 | — | Bruce Bendell; GM approval with a 20% ownership trigger | Went private 2006 at $1.90/share |
What we take from it: SPAC trusts mostly vanish (72–99% redeemed outside the 2021 boom), so the private investors (PIPE) are the real money and want preferred terms. SPAC sponsors took 7–20%; a shell promoter asked for 50%. Pay sellers partly in stock that vests on performance.
| Rule | Why (where it comes from) |
|---|---|
| Close every group on the listing day, never after | LMP listed first, then could not finance its dealer purchases and liquidated. Group 1 closed its founders at the IPO. |
| Real cash at closing; the dealer sees the holding company's bank balance and lender terms before signing | Harbour's MBH paid 25 of 29 sellers with no cash, in shares or unsecured bonds; administration in 2024. |
| We pay for the review of every dealer's numbers | At MBH the seller paid for his own audit to get paid. |
| An independent CFO runs the books, never the sponsor | MBH's promoter ran its finances; liquidators claim £8.4M back. |
| The best operator runs the group; we support | Joel Arberman: roll-up sponsors are rarely good operators; "if the key guy leaves, what will you do?" |
| Raise real money at the listing | Joel: without a real raise at the IPO the company stays small. Nasdaq now requires at least $15M of new public float from the IPO itself (since Jan 2026). |
| Manufacturer approval and a floor-plan lender before any final agreement | Every franchise transfer needs OEM consent; inventory runs on floor-plan credit. |
| Stock options for general managers and top salespeople | Joel's "publicly traded kibbutz": recruit the best people with options, not only buy companies. |
| CarDealer.ai and any Jon or Moran company priced at market and disclosed | Joel: no hidden related-party money flows. |