Registration Statement – Securities for a Merger — Form S-4 — SA’33
Filing Table of Contents
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1: S-4 Registration Statement - Securities for a Merger HTML 867K
9: EX-3.10 Articles of Incorporation/Organization or Bylaws HTML 126K
10: EX-3.11 Articles of Incorporation/Organization or Bylaws HTML 97K
11: EX-3.12 Articles of Incorporation/Organization or Bylaws HTML 73K
12: EX-3.13 Articles of Incorporation/Organization or Bylaws HTML 44K
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20: EX-3.21 Articles of Incorporation/Organization or Bylaws HTML 364K
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25: EX-3.26 Articles of Incorporation/Organization or Bylaws HTML 74K
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27: EX-3.28 Articles of Incorporation/Organization or Bylaws HTML 126K
28: EX-3.29 Articles of Incorporation/Organization or Bylaws HTML 43K
2: EX-3.3 Articles of Incorporation/Organization or Bylaws HTML 50K
29: EX-3.30 Articles of Incorporation/Organization or Bylaws HTML 87K
30: EX-3.31 Articles of Incorporation/Organization or Bylaws HTML 61K
31: EX-3.32 Articles of Incorporation/Organization or Bylaws HTML 74K
32: EX-3.33 Articles of Incorporation/Organization or Bylaws HTML 142K
33: EX-3.34 Articles of Incorporation/Organization or Bylaws HTML 82K
34: EX-3.35 Articles of Incorporation/Organization or Bylaws HTML 118K
35: EX-3.36 Articles of Incorporation/Organization or Bylaws HTML 69K
36: EX-3.37 Articles of Incorporation/Organization or Bylaws HTML 37K
37: EX-3.38 Articles of Incorporation/Organization or Bylaws HTML 74K
38: EX-3.39 Articles of Incorporation/Organization or Bylaws HTML 56K
3: EX-3.4 Articles of Incorporation/Organization or Bylaws HTML 89K
39: EX-3.40 Articles of Incorporation/Organization or Bylaws HTML 87K
40: EX-3.41 Articles of Incorporation/Organization or Bylaws HTML 207K
41: EX-3.42 Articles of Incorporation/Organization or Bylaws HTML 74K
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44: EX-3.45 Articles of Incorporation/Organization or Bylaws HTML 38K
45: EX-3.46 Articles of Incorporation/Organization or Bylaws HTML 126K
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47: EX-3.48 Articles of Incorporation/Organization or Bylaws HTML 126K
48: EX-3.49 Articles of Incorporation/Organization or Bylaws HTML 82K
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50: EX-3.51 Articles of Incorporation/Organization or Bylaws HTML 201K
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55: EX-3.56 Articles of Incorporation/Organization or Bylaws HTML 74K
56: EX-3.57 Articles of Incorporation/Organization or Bylaws HTML 60K
57: EX-3.58 Articles of Incorporation/Organization or Bylaws HTML 87K
58: EX-3.59 Articles of Incorporation/Organization or Bylaws HTML 105K
5: EX-3.6 Articles of Incorporation/Organization or Bylaws HTML 87K
59: EX-3.60 Articles of Incorporation/Organization or Bylaws HTML 87K
60: EX-3.61 Articles of Incorporation/Organization or Bylaws HTML 51K
61: EX-3.62 Articles of Incorporation/Organization or Bylaws HTML 76K
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63: EX-3.64 Articles of Incorporation/Organization or Bylaws HTML 87K
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65: EX-3.66 Articles of Incorporation/Organization or Bylaws HTML 74K
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7: EX-3.8 Articles of Incorporation/Organization or Bylaws HTML 53K
8: EX-3.9 Articles of Incorporation/Organization or Bylaws HTML 35K
66: EX-5.1 Opinion of Counsel re: Legality HTML 51K
67: EX-5.2 Opinion of Counsel re: Legality HTML 46K
68: EX-5.3 Opinion of Counsel re: Legality HTML 48K
69: EX-22.1 Published Report re: Matters Submitted to a Vote HTML 40K
of Security Holders
70: EX-23.1 Consent of Expert or Counsel HTML 31K
71: EX-24.1 Power of Attorney HTML 40K
72: EX-24.2 Power of Attorney HTML 40K
73: EX-24.3 Power of Attorney HTML 35K
74: EX-25.1 Statement of Eligibility to Act as a Trustee HTML 156K
80: EX-FILING FEES Filing Fees HTML 41K
75: EX-99.1 Miscellaneous Exhibit HTML 138K
76: EX-99.2 Miscellaneous Exhibit HTML 55K
77: EX-99.3 Miscellaneous Exhibit HTML 38K
78: EX-99.4 Miscellaneous Exhibit HTML 43K
79: EX-99.5 Miscellaneous Exhibit HTML 40K
86: R1 Cover HTML 65K
87: R2 Summarized Statements of Operations HTML 75K
88: R3 Summarized Balance Sheets HTML 60K
91: XML IDEA XML File -- Filing Summary XML 59K
89: XML XBRL Instance -- lkq-20230901_htm XML 58K
90: EXCEL IDEA Workbook of Financial Report Info XLSX 10K
82: EX-101.CAL XBRL Calculations -- lkq-20230901_cal XML 34K
83: EX-101.DEF XBRL Definitions -- lkq-20230901_def XML 80K
84: EX-101.LAB XBRL Labels -- lkq-20230901_lab XML 155K
85: EX-101.PRE XBRL Presentations -- lkq-20230901_pre XML 101K
81: EX-101.SCH XBRL Schema -- lkq-20230901 XSD 41K
92: JSON XBRL Instance as JSON Data -- MetaLinks 53± 89K
93: ZIP XBRL Zipped Folder -- 0001065696-23-000087-xbrl Zip 1.12M
Offers to Exchange the Registered Notes Set Forth Below that
Have Been Registered Under the United States Securities Act of 1933, as
Amended, for Any and All Outstanding
Restricted Notes Set Forth Opposite the Corresponding
Registered Notes
Registered/Exchange
Notes
Restricted/Original Notes
$800,000,000 5.750% Senior Notes due 2028 (CUSIP No. 501889 AD1)
$800,000,000 5.750% Senior Notes due 2028 (CUSIP Nos. 501889 AC3 and U5463T AB8)
$600,000,000 6.250% Senior Notes due 2033 (CUSIP No. 501889 AF6)
$600,000,000
6.250% Senior Notes due 2033 (CUSIP Nos. 501889 AE9 and U5463T AC6)
PURSUANT TO THE PROSPECTUS DATED , 2023
This Notice of Guaranteed Delivery or a form substantially equivalent hereto must be used by registered holders of outstanding 5.750% Senior Notes due 2028 (the “2028 Original Notes”) and 6.250% Senior Notes due 2033 (the “2033 Original Notes” and, together with the 2028 Original Notes, the “Original Notes”) of LKQ Corporation (“LKQ”) to accept the exchange offer of LKQ (the “Exchange Offer”)
made pursuant to the prospectus dated , 2023 (the “Prospectus”), if Original Notes are not immediately available or if their Original Notes and Letter of Transmittal (and any other documents required by the Letter of Transmittal) cannot be delivered to U.S. Bank Trust Company, National Association (the “Exchange Agent”), prior to the Expiration Date. This Notice of Guaranteed Delivery may be delivered by hand or sent by facsimile transmission (receipt confirmed by telephone and an original delivered by guaranteed overnight delivery) or mail to the Exchange Agent as set forth below. See “The Exchange Offer—Guaranteed Delivery Procedures” in the Prospectus. Capitalized terms not defined herein are defined in the Prospectus.
THE EXCHANGE OFFER WILL EXPIRE AT 5:00P.M., NEW YORK CITY
TIME, ON , 2023 (THE “EXPIRATION
DATE”), UNLESS
EXTENDED BY LKQ IN ITS SOLE DISCRETION. TENDERS OF
ORIGINAL NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO
5:00P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
FOR ANY QUESTIONS REGARDING THIS NOTICE OF GUARANTEED DELIVERY
OR FOR ANY ADDITIONAL INFORMATION, YOU MAY CONTACT THE EXCHANGE AGENT BY TELEPHONE AT 800-934-6802.
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE TRANSMISSION
TO
A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Institution, such signature guarantee must appear in the applicable space provided on the Letter of Transmittal for Guarantee of Signatures.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tender(s) to LKQ, upon the terms and subject to the conditions set forth in the Prospectus and the accompanying Letter of Transmittal, receipt of which is hereby acknowledged, the aggregate principal amount of Original Notes set forth below pursuant to the guaranteed delivery procedures set forth in the Prospectus.
The undersigned understand(s) that tenders of Original Notes will be accepted only in authorized denominations of $2,000 and integral multiples of $1,000 in excess thereof. The undersigned understand(s) that tenders of Original Notes pursuant to the Exchange Offer may not be withdrawn after 5:00 p.m., New York City time on the Expiration Date. Tenders of Original Notes may also be withdrawn if the Exchange Offer is terminated without any such Original Notes being purchased thereunder or as otherwise provided in the Prospectus.
All authority herein conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall survive the death or incapacity of the undersigned and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy
and other legal representatives of the undersigned.
PLEASE SIGN AND COMPLETE
Signature(s) of Registered
Holder(s) or Authorized Signatory:
Name(s) of Registered Holder(s):
Principal
Amount of Original Notes Tendered:
Address:
Area Code and Telephone No.:
Certificate No(s). of Original Notes (if available):
If
Original Notes will be delivered by book-entry transfer at The Depository Trust Company (“DTC”), Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”), or Clearstream Banking S.A. (“Clearstream”), insert DTC, Euroclear or Clearstream Account No.:
Date:
This
Notice of Guaranteed Delivery must be signed by the registered holder(s) of Original Notes exactly as its (their) name(s) appear on certificates for Original Notes or on a security position listing as the owner of Original Notes, or by person(s) authorized to become registered holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information.
PLEASE PRINT NAME(S) AND ADDRESS(ES)
Name(s):
Capacity:
Address(es):
DO
NOT SEND ORIGINAL NOTES WITH THIS FORM. ORIGINAL NOTES SHOULD BE SENT TO THE EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL.
GUARANTEE OF DELIVERY
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority or a commercial bank or trust company having an office or a correspondent in the United States or an “eligible guarantor institution” as defined by Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) hereby (a) represents that each holder of Original Notes on whose behalf this tender is being made “own(s)” the Original Notes covered hereby within the meaning of Rule 14e-4 under the Exchange
Act, (b) represents that such tender of Original Notes complies with such Rule 14e-4, and (c) guarantees that, within three New York Stock Exchange trading days from the date of this Notice of Guaranteed Delivery, a properly completed and duly executed Letter of Transmittal, together with certificates representing the Original Notes covered hereby in proper form for transfer and required documents will be deposited by the undersigned with the Exchange Agent.
THE UNDERSIGNED ACKNOWLEDGES THAT IT MUST DELIVER THE LETTER OF TRANSMITTAL AND ORIGINAL NOTES TENDERED HEREBY TO THE EXCHANGE AGENT WITHIN THE TIME SET FORTH ABOVE AND THAT FAILURE TO DO SO COULD RESULT IN FINANCIAL LOSS TO THE UNDERSIGNED.
Name
of Firm:
Authorized Signature
Address:
Name:
Title:
Area
Code and Telephone No.
Date:
INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY
1. Delivery of this Notice of Guaranteed Delivery. A properly completed and duly executed copy of this Notice of Guaranteed Delivery and any other documents required by this Notice of Guaranteed Delivery must be received by the Exchange Agent at its address set forth herein prior to 5:00 p.m., New York City time, on the Expiration Date. The method of delivery of this Notice of Guaranteed Delivery and all other required documents is at the election and risk of the tendering holders. The delivery will be deemed made only when actually received or confirmed
by the Exchange Agent. As an alternative to delivery by mail, holders may wish to consider overnight or hand delivery service. In all cases, sufficient time should be allowed to assure delivery to the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date.
2. Signatures on this Notice of Guaranteed Delivery. If this Notice of Guaranteed Delivery is signed by the registered holder(s) of the Original Notes referred to herein, the signature(s) must correspond exactly with the name(s) as written on the face of the certificates for such Original Notes without any change whatsoever. If this Notice of Guaranteed Delivery is signed by a participant of DTC whose name appears on a security position listing as the holder of such Original Notes, the signature must correspond exactly with the name shown on the security position listing as the holder of such Original Notes.
If this Notice of Guaranteed Delivery is signed by a person other than the registered holder(s) of any Original Notes listed or a participant of DTC, this Notice of Guaranteed Delivery must be accompanied by appropriate bond powers, signed as the name(s) of the registered holder(s) appear(s) on the certificates for the Original Notes or signed as the name of the participant is shown on DTC’s security position listing.
If this Notice of Guaranteed Delivery is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and unless waived by the Issuer, submit with the Letter of Transmittal evidence satisfactory to the Issuer of such person’s authority to so act.
3. Requests for Assistance or Additional
Copies. Questions relating to the procedures for tendering, as well as requests for additional copies of the Prospectus, the Letter of Transmittal and this Notice of Guaranteed Delivery, may be directed to the Exchange Agent at the address and telephone number set forth on the front cover.
