8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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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): November 20, 2018

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LKQ CORPORATION

(Exact name of registrant as specified in its charter)

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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, IL		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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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      o

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 1.01 Entry into a Material Definitive Agreement.

On November 20, 2018, LKQ Corporation ("LKQ" or the "Company"), LKQ Delaware LLP, and certain other subsidiaries of LKQ (collectively, the "Borrowers") entered into Amendment No. 3 to the Fourth Amended and Restated Credit Agreement with the several lenders from time to time party thereto; Wells Fargo Bank, National Association, as administrative agent; Bank of America, N.A. and MUFG Bank, Ltd. ("MUFG") (formerly known as The Bank of Tokyo-Mitsubishi UFJ, LTD.) as syndication agents; Citizens Bank, N.A., SunTrust Bank, BBVA Compass, PNC Bank, National Association; HSBC Bank USA, National Association; Capital One, National Association; and TD Bank, N.A., as documentation agents; and Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and MUFG, as joint bookrunners and joint lead arrangers. Amendment No. 3 to the Fourth Amended and Restated Credit Agreement amends the Fourth Amended and Restated Credit Agreement dated January 29, 2016 by modifying certain terms to (1) increase the total availability under the revolving credit facility's multicurrency component from $2.75 billion to $3.15 billion and decrease the term loan to $350 million; (2) reduce the margin on borrowings by 25 basis points at the September 30, 2018 leverage ratio, and reduce the number of leverage pricing tiers; (3) extend the maturity date by one year to January 29, 2024; (4) reduce the unused facility fee depending on leverage category; (5) increase the capacity for incurring additional indebtedness under our receivables securitization facility; (6) increase the maximum borrowing limit of swingline loans and add the ability to borrow in British Pounds and Euros; and (7) make other immaterial or clarifying modifications and amendments to the terms of the Fourth Amended and Restated Credit Agreement. Borrowings will continue to bear interest at variable rates.

Amounts under the revolving credit facility are due and payable upon maturity of the Fourth Amended and Restated Credit Agreement on January 29, 2024. Term loan borrowings, which total $350 million as of the amendment date, are due and payable in quarterly installments equal to approximately $2.2 million on the last day of each of the first four fiscal quarters ending on or after March 31, 2019 and approximately $4.4 million on the last day of each fiscal quarter ending thereafter, with the remaining balance due and payable on the maturity date of the Fourth Amended and Restated Credit Agreement. The increase in the revolving credit facility's multicurrency component of $400 million was used in part to pay down $240 million of the term loan (to the new $350 million amount); the remainder will be used for general corporate purposes.

This summary does not purport to be complete and is subject to and qualified in its entirety by reference to the Amendment No. 3 to the Fourth Amended and Restated Credit Agreement, which will be filed as an exhibit to our 2018 Annual Report on Form 10-K.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this report is incorporated herein by reference.

Item 8.01 Other Events.

On November 26, 2018, LKQ issued a press release announcing the execution of Amendment No. 3 to the Fourth Amended and Restated Credit Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits 

Exhibit Number	Description of Exhibit
99.1	LKQ Corporation Press Release dated November 26, 2018.

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: November 27, 2018

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

EX-99.1

Exhibit 99.1

LKQ Corporation Amends and Extends its Senior Secured Credit Facility

Chicago, IL (November 26, 2018) -- LKQ Corporation (NASDAQ: LKQ) today announced that it reset its credit facility to a total availability of $3.5 billion. Among other changes, the amendment:

• Increased the amount available under the revolving credit facility from $2.75 billion to $3.15 billion and reduced the term loan to $350 million;

• Reduced the margin on borrowings by 25 basis points at the September 30, 2018 leverage ratio, and reduced the number of leverage pricing tiers;

• Extended the maturity date from 2023 to 2024;

• Reduced the unused facility fee depending on leverage category;

• Increased the basket for indebtedness incurred under our receivables securitization facility;

• Increased our swingline loan capacity and added the ability to borrow in British Pounds and Euros;

• Provided flexibility to implement a supply chain finance program and a captive insurance unit; and

• Reset all restrictive baskets to zero.

“We are pleased with the enhanced financial flexibility and immediate cost savings that the amended facility provides LKQ as we continue to pursue our strategic objectives,” stated Varun Laroyia, Executive Vice President and Chief Financial Officer of LKQ Corporation. ”The willingness of our lender group to agree to this amendment, while providing more favorable financing terms, demonstrates the confidence they have in the Company, our strategy and our ability to generate healthy cash flow on an ongoing basis."

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 replacement systems, components, equipment and parts to repair and accessorize automobiles, trucks, and recreational and performance vehicles.

Forward Looking Statement

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 results to differ from the results predicted or implied by our forward-looking statements include the 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, 2017 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.

Joseph P. Boutross

LKQ Corporation

Vice President, Investor Relations

(312) 621-2793

jpboutross@lkqcorp.com