8-K - LKQ - Equibles

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): March 11, 2022

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LKQ CORPORATION

(Exact name of registrant as specified in its charter)

_______________________

Delaware		000-50404	36-4215970
(State or other jurisdiction of<br><br>incorporation or organization)		(Commission<br>File Number)	(IRS Employer<br><br>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	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 March 11, 2022, LKQ Corporation ("LKQ") entered into a Securities Purchase Agreement (the “Agreement”) to sell PGW Auto Glass (“PGW”), a distributor of aftermarket glass to the North American automotive sector, to One Equity Partners. The Agreement contains customary representations and warranties and covenants and conditions, and the closing will be subject to receipt of necessary regulatory approvals. Subject to the satisfaction of all conditions to closing, the transaction is expected to be completed in the second quarter of 2022.

On March 14, 2022, 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.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits

Exhibit<br><br>Number	Description of Exhibit
99.1	LKQ Corporation Press Release dated March 14, 2022.
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: March 15, 2022

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

Document

Exhibit 99.1

LKQ Corporation Agrees to Sell PGW Auto Glass Business to One Equity Partners

Chicago, IL (March 14, 2022) -- LKQ Corporation (Nasdaq: LKQ) today announced that it has entered into a definitive agreement to sell PGW Auto Glass (“PGW”), a distributor of aftermarket glass to the North American automotive sector, to One Equity Partners. The transaction is expected to be completed during the second quarter of 2022 and is subject to customary closing conditions and necessary regulatory approvals.

Dominick Zarcone, President and Chief Executive Officer of LKQ, stated, “This divestiture reinforces our ongoing commitment to review our portfolio of businesses, rationalize our asset base, and divest non-core businesses. We are confident that the PGW management team, in partnership with OEP, will continue to deliver great outcomes for PGW’s customers. We wish them both continued success in the future.”

LKQ will report the financial information for the PGW glass distribution business through the closing date in the continuing operations section of its financial statements. PGW generated almost $400 million of revenue and its EBITDA margin was approximately 10% in 2021.

BofA Securities is acting as financial advisor to LKQ Corporation on this transaction. Terms of the transaction were not disclosed.

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 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

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 that may cause our actual results, performance or achievements to be materially different. 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 (which are available on our investor relations website at lkqcorp.com and on the SEC website at sec.gov), 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, 2021, as well as the following factor:

•the receipt of regulatory approvals for the transaction and the successful fulfillment or waiver of all other closing conditions without unexpected delays or conditions.

Contact:

Joseph P. Boutross

Vice President, Investor Relations

LKQ Corporation

(312) 621-2793

jpboutross@lkqcorp.com