LKQ CORPORATION (Exact name of registrant as specified in its charter)

Transcription

1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C FORM 8-K Current Reprt Pursuant t Sectin 13 r 15(d) f The Securities Exchange Act f 1934 Date f Reprt (Date f earliest event reprted): Nvember 20, 2018 LKQ CORPORATION (Exact name f registrant as specified in its charter) Delaware (State r ther jurisdictin f incrpratin r rganizatin) (Cmmissin File Number) (IRS Emplyer Identificatin N.) 500 West Madisn Street, Suite 2800 Chicag, IL (Address f principal executive ffices) (Zip Cde) Registrant's telephne number, including area cde: (312) N/A (Frmer name r frmer address, if changed since last reprt) Check the apprpriate bx belw if the Frm 8-K filing is intended t simultaneusly satisfy the filing bligatin f the registrant under any f the fllwing prvisins (see General Instructin A.2. belw): Written cmmunicatins pursuant t Rule 425 under the Securities Act (17 CFR ) Sliciting material pursuant t Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-cmmencement cmmunicatins pursuant t Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-cmmencement cmmunicatins pursuant t Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c)) Indicate by check mark whether the Registrant is an emerging grwth cmpany as defined in Rule 405 f the Securities Act f 1933 ( f this chapter) r Rule 12b-2 f the Securities Exchange Act f 1934 ( b-2 f this chapter). Emerging grwth cmpany If an emerging grwth cmpany, indicate by check mark if the Registrant has elected nt t use the extended transitin perid fr cmplying with any new r revised financial accunting standards prvided pursuant t Sectin 13(a) f the Exchange Act.

2 Item 1.01 Entry int a Material Definitive Agreement. On Nvember 20, 2018, LKQ Crpratin ("LKQ" r the "Cmpany"), LKQ Delaware LLP, and certain ther subsidiaries f LKQ (cllectively, the "Brrwers") entered int Amendment N. 3 t the Furth Amended and Restated Credit Agreement with the several lenders frm time t time party theret; Wells Farg Bank, Natinal Assciatin, as administrative agent; Bank f America, N.A. and MUFG Bank, Ltd. ("MUFG") (frmerly knwn as The Bank f Tky-Mitsubishi UFJ, LTD.) as syndicatin agents; Citizens Bank, N.A., SunTrust Bank, BBVA Cmpass, PNC Bank, Natinal Assciatin; HSBC Bank USA, Natinal Assciatin; Capital One, Natinal Assciatin; and TD Bank, N.A., as dcumentatin agents; and Wells Farg Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incrprated, and MUFG, as jint bkrunners and jint lead arrangers. Amendment N. 3 t the Furth Amended and Restated Credit Agreement amends the Furth Amended and Restated Credit Agreement dated January 29, 2016 by mdifying certain terms t (1) increase the ttal availability under the revlving credit facility's multicurrency cmpnent frm $2.75 billin t $3.15 billin and decrease the term lan t $350 millin; (2) reduce the margin n brrwings by 25 basis pints at the September 30, 2018 leverage rati, and reduce the number f leverage pricing tiers; (3) extend the maturity date by ne year t January 29, 2024; (4) reduce the unused facility fee depending n leverage categry; (5) increase the capacity fr incurring additinal indebtedness under ur receivables securitizatin facility; (6) increase the maximum brrwing limit f swingline lans and add the ability t brrw in British Punds and Eurs; and (7) make ther immaterial r clarifying mdificatins and amendments t the terms f the Furth Amended and Restated Credit Agreement. Brrwings will cntinue t bear interest at variable rates. Amunts under the revlving credit facility are due and payable upn maturity f the Furth Amended and Restated Credit Agreement n January 29, Term lan brrwings, which ttal $350 millin as f the amendment date, are due and payable in quarterly installments equal t apprximately $2.2 millin n the last day f each f the first fur fiscal quarters ending n r after March 31, 2019 and apprximately $4.4 millin n the last day f each fiscal quarter ending thereafter, with the remaining balance due and payable n the maturity date f the Furth Amended and Restated Credit Agreement. The increase in the revlving credit facility's multicurrency cmpnent f $400 millin was used in part t pay dwn $240 millin f the term lan (t the new $350 millin amunt); the remainder will be used fr general crprate purpses. This summary des nt purprt t be cmplete and is subject t and qualified in its entirety by reference t the Amendment N. 3 t the Furth Amended and Restated Credit Agreement, which will be filed as an exhibit t ur 2018 Annual Reprt n Frm 10-K. Item 2.03 Creatin f a Direct Financial Obligatin r an Obligatin under an Off-Balance Sheet Arrangement f a Registrant. The infrmatin set frth in Item 1.01 f this reprt is incrprated herein by reference. Item 8.01 Other Events. On Nvember 26, 2018, LKQ issued a press release annuncing the executin f Amendment N. 3 t the Furth Amended and Restated Credit Agreement. A cpy f the press release is attached heret as Exhibit 99.1 and incrprated by reference herein. Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Descriptin f Exhibit 99.1 LKQ Crpratin Press Release dated Nvember 26, 2018.

3 SIGNATURE Pursuant t the requirements f the Securities Exchange Act f 1934, the registrant has duly caused this reprt t be signed n its behalf by the undersigned hereunt duly authrized. Dated: Nvember 27, 2018 LKQ CORPORATION By: /s/ Varun Laryia Varun Laryia Executive Vice President and Chief Financial Officer

4 Exhibit 99.1 LKQ Crpratin Amends and Extends its Senir Secured Credit Facility Chicag, IL (Nvember 26, 2018) -- LKQ Crpratin (NASDAQ: LKQ) tday annunced that it reset its credit facility t a ttal availability f $3.5 billin. Amng ther changes, the amendment: Increased the amunt available under the revlving credit facility frm $2.75 billin t $3.15 billin and reduced the term lan t $350 millin; Reduced the margin n brrwings by 25 basis pints at the September 30, 2018 leverage rati, and reduced the number f leverage pricing tiers; Extended the maturity date frm 2023 t 2024; Reduced the unused facility fee depending n leverage categry; Increased the basket fr indebtedness incurred under ur receivables securitizatin facility; Increased ur swingline lan capacity and added the ability t brrw in British Punds and Eurs; Prvided flexibility t implement a supply chain finance prgram and a captive insurance unit; and Reset all restrictive baskets t zer. We are pleased with the enhanced financial flexibility and immediate cst savings that the amended facility prvides LKQ as we cntinue t pursue ur strategic bjectives, stated Varun Laryia, Executive Vice President and Chief Financial Officer f LKQ Crpratin. The willingness f ur lender grup t agree t this amendment, while prviding mre favrable financing terms, demnstrates the cnfidence they have in the Cmpany, ur strategy and ur ability t generate healthy cash flw n an nging basis." Abut LKQ Crpratin LKQ Crpratin ( is a leading prvider f alternative and specialty parts t repair and accessrize autmbiles and ther vehicles. LKQ has peratins in Nrth America, Eurpe, and Taiwan. LKQ ffers its custmers a brad range f replacement systems, cmpnents, equipment and parts t repair and accessrize autmbiles, trucks, and recreatinal and perfrmance vehicles. Frward Lking Statement Statements and infrmatin in this press release that are nt histrical are frward-lking statements within the meaning f the Private Securities Litigatin Refrm Act f 1995 and are made pursuant t the safe harbr prvisins f such Act. Frward-lking statements include, but are nt limited t, statements regarding ur utlk, guidance, expectatins, beliefs, hpes, intentins and strategies. These statements are subject t a number f risks, uncertainties, assumptins and ther factrs including thse identified belw. All frward-lking statements are based n infrmatin available t us at the time the statements are made. We undertake n bligatin t update any frward-lking statements, whether as a result f new infrmatin, future events r therwise, except as required by law. Yu shuld nt place undue reliance n ur frward-lking statements. Actual events r results may differ materially frm thse expressed r implied in the frward-lking statements. The risks, uncertainties, assumptins and ther factrs that culd cause actual results t differ frm the results predicted r implied by ur frward-lking statements include the factrs discussed in ur filings with the SEC, including thse

5 disclsed under the captins Risk Factrs and Management s Discussin and Analysis f Financial Cnditin and Results f Operatins in ur Annual Reprt n Frm 10-K fr the year ended December 31, 2017 and in ur subsequent Quarterly Reprts n Frm 10-Q. These reprts are available n ur investr relatins website at lkqcrp.cm and n the SEC website at sec.gv. Jseph P. Butrss LKQ Crpratin Vice President, Investr Relatins (312) jpbutrss@lkqcrp.cm