On December 10, 2017, LKQ Corporation ("LKQ" or the "Company") and LKQ German Holdings GmbH, an indirect wholly-owned subsidiary of the Company, entered into a Sale and Purchase Agreement (the "Agreement") to acquire all of the issued share capital of Stahlgruber GmbH (“Stahlgruber”) from Stahlgruber Otto Gruber AG, for an enterprise value of €1.5 billion. The Agreement contains customary representations and warranties, covenants and conditions, and closing will be subject to receipt of necessary regulatory approval. Subject to receipt of such approval, the transaction is expected to close late in the first quarter or early in the second quarter of 2018. The transaction is expected to be financed using proceeds from planned debt offerings, borrowings under LKQ’s credit facility and the direct issuance to Stahlgruber's owner of 8,055,569 newly issued shares of LKQ common stock. The foregoing description of the Agreement is qualified in its entirety by reference to the complete text of the Agreement, which will be filed as an exhibit to LKQ’s Annual Report on Form 10-K for the year ending December 31, 2017.

On December 11, 2017, the Company issued a press release regarding the transaction described in Item 1.01 and announcing a conference call by management on December 11, 2017 at 11:00 a.m. (Eastern Time) to discuss the pending transaction. A copy of the Company's press release is furnished as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

The information in this Item 2.02 shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

The Company will be making reference to non-GAAP financial information in the conference call. A reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures is contained in the slide presentation relating to the conference call and webcast (which is available atwww.lkqcorp.com).

The information set forth in Item 2.02 of this Current Report on Form 8-K is incorporated herein by reference.

The information in this Item 7.01 shall not be deemed "filed" for purposes of Section18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

OnDecember 11, 2017, LKQ issued a press release announcing the execution of the Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

(d)Exhibits

LKQ CORP Exhibit
EX-99.1 2 exhibit991aq42017.htm EXHIBIT 99.1 Exhibit Exhibit 99.1LKQ Corporation Announces Agreement to Acquire Stahlgruber GmbHChicago,…
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About LKQ CORPORATION (NASDAQ:LKQ)

LKQ Corporation (LKQ) is a global distributor of vehicle products, including replacement parts, components and systems used in the repair and maintenance of vehicles, as well as specialty vehicle products and accessories. The company distributes a range of products to collision and mechanical repair shops, including aftermarket collision and mechanical products, and recycled collision and mechanical products. It operates through four segments: Wholesale – North America; Europe; Specialty, and Self Service. Its wholesale automobile product operations sell five product types (aftermarket, recycled, remanufactured, refurbished and original equipment manufacturers (OEMs) parts). The European wholesale operating segment includes Euro Car Parts Holdings Limited (ECP). The Specialty operating segment includes Keystone Automotive Holdings, Inc. (Keystone Specialty). The Company’s self service segment retail operations sell parts from older cars and light-duty trucks directly to consumers.