LKQ Corporation Receives HSR Clearance for Keystone Acquisition and Announces Proposed Common Stock Offering
CHICAGO, Sept. 5 -- LKQ Corporation today announced that it has received clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR"), in connection with its pending acquisition of Keystone Automotive Industries, Inc. The waiting period under HSR expired at 11:59 p.m. (Eastern Time) on September 4, 2007. Expiration of the HSR waiting period was a condition to completion of the acquisition. The consummation of the acquisition remains subject to other customary conditions, including approval by Keystone's shareholders. LKQ Corporation continues to expect that the Keystone acquisition will close early in the fourth calendar quarter of 2007, as previously announced.
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LKQ Corporation also announced today a public offering of 10,000,000 shares of its common stock. The common stock to be offered will consist of 8,500,000 shares to be issued and sold by LKQ and 1,500,000 shares to be sold by certain selling stockholders of LKQ. LKQ will not receive any of the proceeds from the sale of shares by the selling stockholders. LKQ expects to grant the underwriters an option to purchase up to 1,500,000 additional shares of common stock solely to cover over-allotments, if any.
LKQ's proceeds from the offering will be used to repay existing indebtedness and to fund a portion of the purchase price for the Keystone acquisition. LKQ previously received a $1.09 billion senior secured financing commitment from Deutsche Bank and Lehman Brothers Inc., subject to customary conditions, to fund the Keystone acquisition and to refinance existing debt. Assuming completion of the equity offering, LKQ expects to reduce its financing from Deutsche Bank and Lehman Brothers Inc. to approximately $850 million.
The offering is being made through an underwriting group led by Robert W. Baird & Co., Deutsche Bank Securities Inc., BB&T Capital Markets, and Raymond James.
The common stock will be offered pursuant to an effective registration statement filed with the Securities and Exchange Commission. When available, printed copies of the preliminary prospectus supplement and related prospectus may be obtained from the offices of Robert W. Baird & Co, 777 East Wisconsin Avenue, 28th Floor, Milwaukee, Wisconsin 53202-5391, or Deutsche Bank Securities Prospectus Department, 100 Plaza One, Jersey City, New Jersey, 07311.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or country in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or country. The common stock is only offered by means of the prospectus supplement and accompanying prospectus.
About LKQ Corporation
LKQ Corporation is the largest nationwide provider of recycled light vehicle OEM products and related services and the second largest nationwide provider of aftermarket collision replacement products and refurbished wheels. LKQ operates over 130 facilities offering its customers a broad range of replacement systems, components, and parts to repair light vehicles.
Forward Looking Statements
The statements in this press release that are not historical are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our expectations, beliefs, hopes, intentions or strategies. Forward looking statements involve risks and uncertainties, some of which are not currently known to us. Actual events or results may differ materially from those expressed or implied in the forward looking statements as a result of various factors. These factors include:
-- the risk that pending lawsuits challenging the Keystone acquisition
will prevent or delay the transaction;
-- the failure of Keystone's shareholders to approve the transaction;
-- the failure of LKQ's lenders to provide their committed financing for
the Keystone transaction;
-- the risk that Keystone's business will not be integrated successfully
or that LKQ will incur unanticipated costs of integration; and
-- the ability to maintain Keystone's vendor and key customer
relationships and retain key employees.
For a detailed discussion of these and other risks, please refer to our Form 10-K filed February 28, 2007 and other reports filed by us from time to time with the Securities and Exchange Commission. You should not place undue reliance on the forward looking statements. We assume no obligation to update any forward looking statement to reflect events or circumstances arising after the date on which it was made.
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