LKQ Corp. (NasdaqGS:LKQ) signed a definitive agreement to acquire Keystone Automotive Operations, Inc. from Platinum Equity, LLC and Cetus Capital, LLC for $450 million on December 5, 2013. Part of the purchase price will be paid through the delivery of a 15-month 1% promissory note in the principal amount of $31.5 million that will serve as security for any breaches of the merger agreement by the selling shareholders. The purchase price is subject to certain adjustments, including an adjustment related to Keystone Automotive Operations's net working capital amount at closing. LKQ Corp intends to finance the acquisition with borrowings on its revolving credit facility and asset securitization program. As of September 30, 2013, LKQ Corp had approximately $1.2 billion available from these sources. A special committee of the Board of Directors of Keystone Automotive and Board of Directors of LKQ unanimously approved the transaction. The transaction is subject to customary closing conditions including necessary regulatory approvals, waiting period under the HSR shall have expired or early termination shall have been granted and approval of shareholders of Keystone. The transaction is expected to be completed in the first quarter of 2014. LKQ expects the transaction to be accretive to its earnings in 2014. Robert W. Baird & Co. Incorporated acted as financial advisor for Keystone Automotive Operations, Inc. UBS Securities, LLC acted as financial advisor for Keystone. J. Craig Walker of K&L Gates LLP acted as legal advisor for LKQ. James W. Loss of Bingham McCutchen LLP acted as legal advisor for Keystone and Sphere Capital.

LKQ Corp. (NasdaqGS:LKQ) completed the acquisition of Keystone Automotive Operations, Inc. from Platinum Equity, LLC and Cetus Capital, LLC on January 3, 2014.