Item 1.01 Entry into a Material Definitive Agreement.
OnJune 11, 2020 ,LKQ Corporation ("LKQ" or the "Company") and certain other subsidiaries of LKQ (collectively, the "Borrowers") entered into Amendment No. 4 to the Fourth Amended and Restated Credit Agreement datedJanuary 29, 2016 (the "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 . andMUFG Bank, Ltd. ("MUFG") as syndication agents;Citizens Bank, N.A. ,Truist Bank ,BBVA Compass ,PNC Bank, National Association ;HSBC Bank USA, National Association ;TD Bank, N.A .; andCapital One, National Association , as documentation agents; andWells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated , and MUFG, as joint bookrunners and joint lead arrangers. Amendment No. 4 to the Credit Agreement modifies the maximum permitted net leverage ratio through the quarter endingSeptember 30, 2021 . Net leverage ratio is defined in the Credit Agreement as the ratio at the end of each fiscal quarter of (a) Consolidated Net Indebtedness to (b) Consolidated EBITDA (as such terms are defined in the Credit Agreement) for the four consecutive fiscal quarters ending with the fiscal quarter being measured. Prior to the amendment, the maximum permitted net leverage ratio was 4.00:1.00. After the amendment, the maximum permitted net leverage ratio is (i) 5.00:1.00 for the quarters endingJune 30, 2020 ,September 30, 2020 ,December 31, 2020 andMarch 31, 2021 , (ii) 4.50:1.00 for the quarter endingJune 30, 2021 , and (iii) 4.25:1.00 for the quarter endingSeptember 30, 2021 . Beginning with the quarter endingDecember 31, 2021 , the maximum permitted net leverage ratio reverts to the terms in effect prior to the amendment. In the event that the net leverage ratio is greater than 4.00:1.00, the Company would be restricted from repurchasing its shares. The Company can at any time elect to cancel the modifications to the maximum permitted net leverage ratio and revert to the terms in effect prior to the amendment subject to compliance with the 4.00:1.00 ratio. Amendment No. 4 to the Credit Agreement also made certain other immaterial modifications. The LIBOR market rate spread and commitment fee by net leverage ratio under the amendment are as follows: Net Leverage Ratio Spread Commitment Fee > 4.50:1.00 2.25% 0.375% > 4.00:1.00 2.00% 0.325% > 3.50:1.00 1.75% 0.275% > 3.00:1.00 Unchanged Unchanged > 2.00:1.00 Unchanged Unchanged ? 2.00:1.00 Unchanged Unchanged This summary does not purport to be complete and is subject to and qualified in its entirety by reference to Amendment No. 4 to the Fourth Amended and Restated Credit Agreement, which is filed as an exhibit to this Current Report on Form 8-K. Item 8.01 Other Events. OnJune 15, 2020 , LKQ issued a press release reporting a business update with selected preliminary financial results as of and for the two months endedMay 31, 2020 and announcing the execution of Amendment No. 4 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 4.1 Amendment No. 4 dated as of June 11, 2020 to the
Fourth Amended and Restated
Credit Agreement, which is Exhibit A to the
Amendment and Restatement
Agreement dated as ofJanuary 29, 2016 by and
among
certain additional subsidiaries of LKQ
Corporation, as borrowers, certain
financial institutions, as lenders, andWells Fargo Bank, National Association , as administrative agent. 99.1 LKQ Corporation Press Release datedJune 15, 2020 . 104 Cover Page Interactive Data File (formatted as
Inline XBRL and contained in
Exhibit 101).
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