On May 19, 2021, Lithia Motors, Inc. (the 'Company') entered into an Underwriting Agreement (the 'Underwriting Agreement') with J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, as representatives of the several underwriters (the 'Underwriters') named in Schedule I thereto, relating to the sale by the Company (the 'Offering') of 3,571,428 shares of the Company's Class A common stock, no par value per share, which includes the exercise in full by the Underwriters of their option to purchase up to 465,838 additional Shares of the Company's Class A common stock. The Offering closed on May 24, 2021.
The Offering described in this Current Report on Form 8-Kwas made pursuant to the Company's shelf registration statement on Form S-3(File No. 333-239969),which became effective upon its filing with the Securities and Exchange Commission on July 21, 2020, as supplemented by the preliminary prospectus supplement, dated May 18, 2021, and the final prospectus supplement, dated May 19, 2021.
The Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides for customary indemnification of the Underwriters by the Company for certain liabilities, including liabilities under the Securities Act of 1933, as amended.
The foregoing description of the terms of the Underwriting Agreement does not purport to be complete and is qualified by reference to such agreement, a copy of which is filed as Exhibit 1.1 to this report.
A copy of the opinion of Perkins Coie LLP relating to the validity of the issuance and sale of shares of common stock pursuant to the Underwriting Agreement is also filed herewith as Exhibit 5.1 to this report. The Underwriting Agreement and the opinion filed herewith are incorporated by reference into the above referenced shelf registration statement on Form S-3.
Financial Statements and Exhibits
(d) Exhibits
The following exhibits relating to Item 8.01 are filed herewith:
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Lithia Motors Inc. published this content on 24 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 May 2021 21:24:06 UTC.
Lithia Motors, Inc. is a global automotive retailer. The Company is engaged in providing an array of products and services throughout the vehicle ownership lifecycle. The Company offers convenient experiences through its comprehensive network of physical locations, e-commerce platforms, captive finance solutions and other synergistic adjacencies. The Company operates through two segments: Vehicle Operations and Financing Operations. Its Vehicle Operations consist of all aspects of its auto merchandising and service operations, including its retail automotive, recreational vehicles, and motorcycle franchises that sell new vehicles, used vehicles, parts, repair and maintenance services, and vehicle finance and insurance products. Its Financing Operations segment provides financing to customers buying and leasing retail vehicles from its Vehicle Operations. The Company operates approximately 344 locations representing 47 brands across the United States, United Kingdom, and Canada.
LITHIA MOTORS, INC. 
