8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________ 

FORM 8-K

 ________________________ 

Current Report

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 8, 2021

________________________ 

LKQ CORPORATION

(Exact name of registrant as specified in its charter)

_______________________ 

Delaware		000-50404	36-4215970
(State or other jurisdiction of incorporation or organization)		(Commission File Number)	(IRS Employer Identification No.)
500 West Madison Street,	Suite 2800
Chicago,	Illinois		60661
(Address of principal executive offices)			(Zip Code)

Registrant's telephone number, including area code: (312) 621-1950

N/A

(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 (see General Instruction A.2. below):

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.01 per share	LKQ	NASDAQ	Global Select Market

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company      ☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 8.01 Other Events.

On March 8, 2021, LKQ Corporation (the "Company") issued a press release announcing that LKQ European Holdings B.V., a wholly-owned subsidiary of the Company, ("LKQ European Holdings") delivered a notice of early redemption to the holders of LKQ European Holding's €750 million 3.625% Senior Notes due 2026 (the "Notes"), pursuant to the Indenture, dated as of April 9, 2018 (the "Indenture"), among the Company, LKQ European Holdings, certain of the Company’s subsidiaries, the trustee, and the paying agent, transfer agent and registrar. The redemption date is scheduled for April 1, 2021 (the "Redemption Date"), subject to the Company having sufficient financing available on the Redemption Date to pay the redemption price. In accordance with the terms and conditions of the Indenture, the Notes will be redeemed at a redemption price equal to 101.813% of the principal amount of the Notes plus accrued and unpaid interest thereon to, but not including, the Redemption Date. LKQ European Holding’s €250 million senior notes due 2028, also governed by the Indenture, will remain outstanding.

This report does not constitute a notice of redemption under the optional redemption provisions of the Indenture, nor does it constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

A copy of the March 8, 2021 press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits 

Exhibit Number	Description of Exhibit
99.1	LKQ Corporation Press Release dated March 8, 2021.
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURE

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.

Dated: March 8, 2021

LKQ CORPORATION
By:	/s/ Varun Laroyia
	Varun Laroyia
	Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

LKQ Corporation Announces Early Redemption of €750 Million 3.625% Senior Notes Due 2026

Chicago, IL (March 8, 2021) -- LKQ Corporation (Nasdaq: LKQ) announced today that LKQ European Holdings B.V., a wholly-owned subsidiary of the Company, (“LKQ European Holdings”) delivered a notice of early redemption to the holders of LKQ European Holding’s €750 million 3.625% Senior Notes due 2026 (the “Notes”). The Notes and the redemption are governed by the Indenture, dated as of April 9, 2018 (the "Indenture"), among the Company, LKQ European Holdings, certain of the Company’s subsidiaries, the trustee, and the paying agent, transfer agent and registrar. The redemption date is scheduled for April 1, 2021 (the "Redemption Date"), subject to the Company having sufficient financing available on the Redemption Date to pay the redemption price. In accordance with the terms and conditions of the Indenture, the Notes will be redeemed at a redemption price equal to 101.813% of the principal amount of the Notes plus accrued and unpaid interest thereon to, but not including, the Redemption Date. LKQ European Holding’s €250 million senior notes due 2028, also governed by the Indenture, will remain outstanding.

Varun Laroyia, Executive Vice President and Chief Financial Officer of LKQ, noted, “With the tremendous progress made by LKQ to generate significant sustainable free cash flow since 2018, we plan to utilize our strong liquidity position to redeem our €750 million senior notes early with proceeds from lower cost revolver borrowings and cash on hand. The transaction will lower our weighted average cost of debt and provide meaningful interest expense savings.”

Payment of the redemption price for the Notes will be made to the paying agent pursuant to the Indenture. BNP Paribus Trust Corporation UK Limitedis the trustee, and BNP Paribus Securities Services, Luxembourg Branch, is the paying agent, for the Notes.

This press release shall not constitute a notice of redemption nor does it constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful.

About LKQ Corporation

LKQ Corporation (www.lkqcorp.com) is a leading provider of alternative and specialty parts to repair and accessorize automobiles and other vehicles. LKQ has operations in North America, Europe and Taiwan. LKQ offers its customers a broad range of OE recycled and aftermarket parts, replacement systems, components, equipment, and services to repair and accessorize automobiles, trucks, and recreational and performance vehicles.

Forward Looking Statements

Statements and information in this press release that are not historical are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and are made pursuant to the “safe harbor” provisions of such Act.

Forward-looking statements include, but are not limited to, statements regarding our outlook, guidance, expectations, beliefs, hopes, intentions and strategies. These statements are subject to a

number of risks, uncertainties, assumptions and other factors including those identified below. All forward-looking statements are based on information available to us at the time the statements are made. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

You should not place undue reliance on our forward-looking statements. Actual events or results may differ materially from those expressed or implied in the forward-looking statements. The risks, uncertainties, assumptions and other factors that could cause actual events or results to differ from the events or results predicted or implied by our forward-looking statements include, among others, major events affecting the bond markets, changes in interest rates, changes in our cash position or cash requirements for other purposes, general market conditions, and other factors discussed in our filings with the SEC, including those disclosed under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2020 and in our subsequent Quarterly Reports on Form 10-Q. These reports are available on our investor relations website at lkqcorp.com and on the SEC website at sec.gov.

Contact:

Joseph P. Boutross

Vice President, Investor Relations

LKQ Corporation

(312) 621-2793

jpboutross@lkqcorp.com

XML

Form 8-K	Mar. 08, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Mar. 08, 2021
Entity Registrant Name	LKQ CORPORATION
Entity Incorporation, State or Country Code	DE
Entity File Number	000-50404
Entity Tax Identification Number	36-4215970
Entity Address, Address Line One	500 West Madison Street,
Entity Address, Address Line Two	Suite 2800
Entity Address, City or Town	Chicago,
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60661
City Area Code	312
Local Phone Number	621-1950
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock, par value $.01 per share
Entity Central Index Key	0001065696
Trading Symbol	LKQ
Security Exchange Name	NASDAQ
Amendment Flag	false