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): May 15, 2023

________________________ 

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	The 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 May 15, 2023, LKQ Corporation issued a press release announcing that it priced its offering of $1.4 billion in aggregate principal amount of senior unsecured notes. A copy of the 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 May 15, 2023.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: May 16, 2023

LKQ CORPORATION
By:	/s/ Matthew J. McKay
	Matthew J. McKay
	Senior Vice President, General Counsel and Corporate Secretary

EX-99.1

Exhibit 99.1

LKQ Corporation Announces Pricing of $1.4 Billion Senior Unsecured Notes

Chicago, IL (May 15, 2023) -- LKQ Corporation (Nasdaq: LKQ) announced today that it has priced its offering of $1.4 billion aggregate principal amount of senior unsecured notes, consisting of $800 million aggregate principal amount of 5.75% senior notes due 2028 (the “2028 notes”) and $600 million aggregate principal amount of 6.25% senior notes due 2033 (the “2033 notes” and together with the 2028 notes, the “notes”). The offering is expected to close on or about May 24, 2023, subject to the satisfaction of customary closing conditions.

The notes of both series will be fully and unconditionally guaranteed on a senior unsecured basis by certain of the Company’s subsidiaries. The Company intends to use the net proceeds from the offering, together with borrowings under its CAD 700 million term loan credit agreement, to finance a portion of the consideration payable by the Company in connection with its previously announced acquisition of Uni-Select Inc. (“Uni-Select”), including repaying existing Uni-Select indebtedness, to pay associated fees and expenses, and for general corporate purposes. If the Uni-Select acquisition is not consummated or terminated, in each case, on or prior to November 27, 2023 (subject to extension in certain circumstances), the Company will be required to redeem the 2033 notes at a redemption price equal to 101% of the principal amount of such notes, plus accrued and unpaid interest. The closing of the offering is not contingent on the closing of the acquisition.

The notes and the guarantees have not been registered under the United States Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any other jurisdiction. As a result, they may not be offered or sold in the United States or to any U.S. persons except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The notes will be offered only to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The Company has agreed to file with the Securities and Exchange Commission an exchange registration statement with respect to an exchange offer for the notes or a shelf registration statement for the resale of the notes.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the notes, and shall not constitute an offer, solicitation or sale of such notes 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. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.

About LKQ Corporation

LKQ Corporation 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 OEM recycled and aftermarket parts, replacement systems, components, equipment, and services to repair and accessorize automobiles, trucks, and recreational and performance vehicles.

Forward-Looking Statements

Certain statements in this press release that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally include expectations, beliefs, hopes, intentions or strategies regarding our future, including with respect to the pending offering of the senior notes and our ability to complete such offering and our intentions with regard to the use of the net proceeds from the offering. Forward looking statements are subject to risks, uncertainties and other factors some of which are not currently known to us. Actual events or results may differ materially from those expressed or implied in the forward-looking statements as a result of various factors. Some of such risks, uncertainties and other factors are described in our Form 10-K for the year ended December 31, 2022, in our Form 10-Q for the three-month period ended March 31, 2023, and in other documents we file with the Securities and Exchange Commission from time to time. We assume no obligation to publicly update any forward-looking statement to reflect events or circumstances arising after the date on which it was made, except as required by law.

Contact:

Joseph P. Boutross – Vice President, Investor Relations

LKQ Corporation

(312) 621-2793

jpboutross@lkqcorp.com

XML

Form 8-K	May 15, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 15, 2023
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