UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Items |
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-K was 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.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
The following exhibits relating to Item 8.01 are filed herewith:
| Exhibit No. |
Description | |
| 1.1 | Underwriting Agreement, dated May 19, 2021, among Lithia Motors, Inc. and J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, as representatives of the several Underwriters named in Schedule I thereto. | |
| 5.1 | Opinion of Perkins Coie LLP. | |
| 23.1 | Consent of Perkins Coie LLP (included in Exhibit 5.1). | |
| 104 | Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 24, 2021
| LITHIA MOTORS, INC. | ||
| By: | /s/ Tina Miller | |
| Tina Miller | ||
| Senior Vice President and Chief Financial Officer | ||