As previously reported, on May 9, 2013 LKQ Corporation completed an offering of $600 million aggregate principal amount of its 4.75% senior notes due May 15, 2023 in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933. The Notes are guaranteed on a senior unsecured basis by certain of the company's subsidiaries. In connection with the sale of the Notes, the company entered into a Registration Rights Agreement dated as of May 9, 2013 with the Guarantors and the representative of the initial purchasers of the Notes identified therein.

Under the Registration Rights Agreement, the Company and the Guarantors have agreed to file an exchange offer registration statement (the "Registration Statement") to exchange the Notes for a new issue of debt securities registered under the Securities Act of 1933, with terms substantially identical to those of the Notes. The proceeds from the offering were used to repay revolver borrowings under the Company's Credit Agreement, including amounts borrowed to finance acquisition of Sator Beheer B.V. in May 2013, to pay related fees and expenses, and for general corporate purposes.