AUTOZONE, INC.

AZO
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AUTOZONE INC : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (form 8-K)

03/30/2020 | 04:14pm

Item 1.01. Entry into a Material Definitive Agreement.



On March 26, 2020, AutoZone, Inc. (the "Company") entered into an underwriting
agreement (the "Underwriting Agreement") by and among the Company and BofA
Securities, Inc.
, J.P. Morgan Securities LLC, SunTrust Robinson Humphrey, Inc.,
and U.S. Bancorp Investments, Inc., as representatives of the several
underwriters named therein (the "Underwriters"), pursuant to which the Company
agreed to issue and sell to the Underwriters, and the Underwriters agreed to
purchase, $500,000,000 million aggregate principal amount of the Company's
3.625% Notes due 2025 (the "2025 Notes") and $750,000,000 million aggregate
principal amount of the Company's 4.000% Notes due 2030 (the "2030 Notes" and,
together with the 2025 Notes, the "Notes"). The Underwriting Agreement contains
customary representations, warranties and agreements of the Company and
customary conditions to closing, indemnification rights and obligations of the
parties and termination provisions. The description of the Underwriting
Agreement herein is qualified in its entirety by reference to the Underwriting
Agreement, a copy of which is attached hereto as Exhibit 1.1.



Certain of the Underwriters or their respective affiliates have, from time to
time, performed, and may in the future perform, various financial advisory,
commercial banking and investment banking services for the Company and its
affiliates, for which they received or will receive customary fees and expense
reimbursement. Certain of the Underwriters or their affiliates are lenders
and/or agents under the Company's existing revolving credit facility and may
become lenders and/or agents under the Company's future credit facilities, such
as the Company's contemplated 364-day revolving credit facility.



The information provided in Item 2.03 of this report is incorporated by
reference into this Item 1.01.



Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an



Off-Balance Sheet Arrangement of a Registrant.




On March 30, 2020, the Company completed the sale of the Notes. The 2025 Notes
bear interest at a fixed rate equal to 3.625% per year, payable semi-annually
and the 2030 Notes bear interest at a fixed rate equal to 4.000% per year,
payable semi-annually.



The Notes were issued pursuant to an Indenture dated as of August 8, 2003 (the
"Indenture"), between the Company and Regions Bank, as successor in interest to
The Bank of New York Mellon Trust Company, N.A., as successor in interest to
Bank One Trust Company, N.A., as trustee, and were offered and sold pursuant to
the Company's shelf registration statement filed with the Securities and
Exchange Commission
(the "Commission") on April 4, 2019, on Form S-3 (File No.
333-230719), as supplemented by a prospectus supplement dated March 26, 2020,
filed with the Commission on March 27, 2020. Pursuant to the Indenture, the
Company executed an Officers' Certificate dated March 30, 2020, setting forth
the terms of the 2025 Notes (the "2025 Notes Officers' Certificate") and an
Officers' Certificate dated March 30, 2020, setting forth the terms of the 2030
Notes (the "2030 Notes Officers' Certificate" and, together with the 2025 Notes
Officers' Certificate, the "Officers' Certificates").



The Company will pay interest on the Notes on April 15 and October 15 of each
year, beginning October 15, 2020. The 2025 Notes will mature on April 15, 2025,
and the 2030 Notes will mature on April 15, 2030. The Notes will be senior
unsecured debt obligations of the Company and will rank equally with the
Company's other senior unsecured liabilities and senior to any future
subordinated indebtedness of the Company. The Notes are subject to customary
covenants restricting the Company's ability, subject to certain exceptions, to
incur debt secured by liens, to enter into sale and leaseback transactions or to
merge or consolidate with another entity or sell substantially all of its assets
to another person. The Indenture provides for customary events of default and
further provides that the trustee or the holders of 25% in aggregate principal
amount of the outstanding series of Notes may declare such Notes immediately due
and payable upon the occurrence of any event of default after expiration of any
applicable grace period.



The Company may redeem the Notes at the Company's option, at any time in whole
or from time to time in part, on not less than 30 nor more than 60 days' notice,
at the redemption prices described in the applicable Officer's Certificate. If a
change of control, as defined in the applicable Officers' Certificate, occurs,
unless the Company has exercised its option to redeem the Notes, holders of the
Notes may require the Company to repurchase the Notes at the prices described in
the applicable Officers' Certificate.



The above description of the Officers' Certificates and the Notes is qualified
in its entirety by reference to the Officers' Certificates pursuant to the
Indenture setting forth the terms of the Notes, and the form of the Notes,
copies of which are attached hereto as Exhibits 4.1, 4.2, 4.3, 4.4 and 4.5
respectively.



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Item 9.01. Financial Statements and Exhibits.






(d) Exhibits.

Exhibit No. Description
1.1 Underwriting Agreement, dated March 26, 2020, by and among the
Company, BofA Securities, Inc., J.P. Morgan Securities LLC, SunTrust
Robinson Humphrey, Inc.
, and U.S. Bancorp Investments, Inc., as
representatives of the several underwriters named therein
4.1 Officers' Certificate for the 2025 Notes, pursuant to Section 3.2 of
the Indenture, dated March 30, 2020, setting forth the terms of the
2025 Notes
4.2 Officers' Certificate for the 2030 Notes, pursuant to Section 3.2 of
the Indenture, dated March 30, 2020, setting forth the terms of the
2030 Notes
4.3 Form of 3.625% Note due 2025
4.4 Form of 4.000% Note due 2030
4.5 Form of 4.000% Note due 2030
5.1 Opinion of Bass, Berry & Sims PLC
5.2 Opinion of Brownstein Hyatt Farber Schreck, LLP
23.1 Consent of Bass, Berry & Sims PLC (included in Exhibit 5.1)
23.2 Consent of Brownstein Hyatt Farber Schreck, LLP (included in Exhibit
5.2)
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)




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