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): December 11, 2017 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 December 10, 2017, LKQ Crpratin ("LKQ" r the "Cmpany") and LKQ German Hldings GmbH, an indirect whlly-wned subsidiary f the Cmpany, entered int a Sale and Purchase Agreement (the "Agreement") t acquire all f the issued share capital f Stahlgruber GmbH ( Stahlgruber ) frm Stahlgruber Ott Gruber AG, fr an enterprise value f 1.5 billin. The Agreement cntains custmary representatins and warranties, cvenants and cnditins, and clsing will be subject t receipt f necessary regulatry apprval. Subject t receipt f such apprval, the transactin is expected t clse late in the first quarter r early in the secnd quarter f The transactin is expected t be financed using prceeds frm planned debt fferings, brrwings under LKQ s credit facility and the direct issuance t Stahlgruber's wner f 8,055,569 newly issued shares f LKQ cmmn stck. The freging descriptin f the Agreement is qualified in its entirety by reference t the cmplete text f the Agreement, which will be filed as an exhibit t LKQ s Annual Reprt n Frm 10-K fr the year ending December 31, Item 2.02 Results f Operatins and Financial Cnditin. On December 11, 2017, the Cmpany issued a press release regarding the transactin described in Item 1.01 and annuncing a cnference call by management n December 11, 2017 at 11:00 a.m. (Eastern Time) t discuss the pending transactin. A cpy f the Cmpany's press release is furnished as Exhibit 99.1 t this Current Reprt and is incrprated herein by reference. The infrmatin in this Item 2.02 shall nt be deemed filed fr purpses f Sectin 18 f the Securities Exchange Act f 1934, as amended (the Exchange Act"), r incrprated by reference in any filing under the Securities Act f 1933, as amended, r the Exchange Act, except as shall be expressly set frth by specific reference in such a filing. The Cmpany will be making reference t nn-gaap financial infrmatin in the cnference call. A recnciliatin f these nn-gaap financial measures t the cmparable GAAP financial measures is cntained in the slide presentatin relating t the cnference call and webcast (which is available at Item 7.01 Regulatin FD Disclsure. The infrmatin set frth in Item 2.02 f this Current Reprt n Frm 8-K is incrprated herein by reference. The infrmatin in this Item 7.01 shall nt be deemed "filed" fr purpses f Sectin 18 f the Securities Exchange Act f 1934, as amended (the "Exchange Act"), nr shall it be incrprated by reference in any filing under the Securities Act f 1933, as amended, r the Exchange Act, except as shall be expressly set frth by specific reference in such a filing. Item 8.01 Other Events. On December 11, 2017, LKQ issued a press release annuncing the executin f the 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 Press release dated December 11, 2017.

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: December 11, 2017 LKQ CORPORATION By: /s/ Varun Laryia Varun Laryia Executive Vice President and Chief Financial Officer

4 Exhibit 99.1 LKQ Crpratin Annunces Agreement t Acquire Stahlgruber GmbH Chicag, IL (December 11, 2017) - LKQ Crpratin (Nasdaq:LKQ) has signed a definitive agreement t acquire Stahlgruber GmbH ( Stahlgruber ) frm Stahlgruber Ott Gruber AG fr an enterprise value f apprximately 1.5 billin. Headquartered in Germany, Stahlgruber is a leading Eurpean whlesale distributr f aftermarket spare parts fr passenger cars, tls, capital equipment and accessries with peratins in Germany, Austria, the Czech Republic, Italy, Slvenia, and Cratia with further sales t Switzerland. Stahlgruber s facilities include 228 sales centers, six warehuses, and an apprximately 128,000 square meter advanced lgistics center that is strategically lcated in Germany, serving mre than 100,000 prfessinal clients and ffering ver 500,000 SKUs. LKQ expects t cmplete the transactin late in the first quarter r early in the secnd quarter f 2018, subject t required regulatry apprvals. This transfrmative acquisitin slidifies LKQ as a leading Pan-Eurpean aftermarket mechanical parts distributr, and further enhances ur glbal diversificatin strategy, stated Dminick Zarcne, President and Chief Executive Officer f LKQ Crpratin. Stahlgruber has a histry f delivering abve-market grwth and its stellar industry reputatin is an ideal fit with ur culture; we are extremely prud t welcme the apprximately 6,600 Stahlgruber emplyees t the LKQ family. Imprtantly, we believe that ur cmbined effrts will create tremendus lng-term value fr ur custmers and stckhlders and grwth pprtunities fr ur cllective team members. Jhn S. Quinn, Chief Executive Officer and Managing Directr f LKQ Eurpe, cmmented: Stahlgruber will create a cntiguus ftprint and serve as an additinal strategic hub fr ur Eurpean peratins, allwing fr cntinued imprvement in prcurement, lgistics and infrastructure ptimizatin. The LKQ Eurpe management team and I lk frward t wrking with Stahlgruber s management team and leveraging ur cmbined best practices t maximize the benefits f scale acrss the cntinent. Heinz Reiner Reiff, Chief Executive Officer f Stahlgruber Ott Gruber AG, cmmented: This cmbinatin is a natural fit fr bth LKQ and Stahlgruber. I am very excited abut the meaningful benefits that will ccur by cmbining ur cmplementary cultures and industry leading management, which tgether psitin Stahlgruber t achieve the cntinued grwth f its Eurpean businesses. Our acceptance f LKQ shares as part f the cnsideratin emphasizes ur belief in the value f this cmbinatin. Stahlgruber s 2017 annual revenue is estimated t be apprximately 1.6 billin. LKQ expects the transactin t be accretive t its adjusted diluted earnings per share during the first year after the clsing. These prjected results exclude amrtizatin f acquired intangibles, restructuring and acquisitin related expenses. LKQ intends t finance the acquisitin with the prceeds frm planned debt fferings, brrwings under its existing revlving credit facility and the direct issuance t Stahlgruber s wner f 8,055,569 newly issued shares f LKQ cmmn stck. As f December 1, 2017, LKQ had apprximately $1.4 billin f available brrwing capacity under its recently amended credit facility. Bank f America Merrill Lynch and Credit Suisse are acting as financial advisrs, Baker McKenzie (Germany) is acting as M&A cunsel, and K&L Gates (Chicag) is acting as U.S. securities cunsel, t LKQ Crpratin.

5 Deutsche Bank is serving as the exclusive financial advisr, and Hengeler Mueller is prviding legal cunsel, t Stahlgruber s wner. Nn-GAAP Financial Measures Management s presentatin n the cnference call will refer t nn-gaap financial measures within the meaning f Regulatin G prmulgated by the Securities and Exchange Cmmissin. Included with management s presentatin are recnciliatins f each nn-gaap financial measure with the mst directly cmparable financial measure calculated in accrdance with GAAP. Cnference Call Details LKQ will hst a cnference call and webcast n December 11, 2017 at 11:00 a.m. Eastern Time (10:00 a.m. Central Time) with members f senir management t discuss the pending acquisitin f Stahlgruber. T access the investr cnference call participants may dial (844) r fr internatinal access (763) and reference cnference ID Webcast and Presentatin Details The audi webcast and accmpanying slide presentatin can be accessed at in the Investr Relatins sectin. A replay f the cnference call will be available by telephne at (404) r (855) fr internatinal calls. The telephne replay will require yu t enter cnference ID: #. An nline replay f the audi webcast will be available n LKQ s website. Bth frmats f replay will be available thrugh December 29, Please allw apprximately tw hurs after the live presentatin befre attempting t access the replay. 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, amng thers, the expected timetable fr cmpleting the transactin; the receipt f regulatry apprvals fr the transactin withut unexpected delays r cnditins; the failure t realize, r delays in realizing, grwth prjectins, synergies and cst-savings frm the transactin; cmpetitive respnses t the transactin; and ther factrs discussed in ur filings with the SEC, including thse disclsed under the captins Risk Factrs and Management s Discussin and Analysis

6 f Financial Cnditin and Results f Operatins in ur Annual Reprt n Frm 10-K fr the year ended December 31, 2016 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 Directr, Investr Relatins jpbutrss@lkqcrp.cm (312)