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TRACTOR SUPPLY CO /DE/ : Entry into a Material Definitive Agreement, Financial Statements and Exhibits (form 8-K)

10/28/2020 | 07:35am

Item 1.01 Entry into a Material Definitive Agreement.

On October 27, 2020, Tractor Supply Company (the "Company") entered into an
underwriting agreement (the "Underwriting Agreement") by and among the Company
and Goldman Sachs & Co. LLC and Wells Fargo Securities, LLC, 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, $650,000,000 aggregate principal amount of the
Company's 1.750% Senior Notes due 2030 (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 Company is offering and selling the
Notes under the Company's Registration Statement on Form S-3 (File
No. 333-249595), which Registration Statement relates to the offer and sale on a
delayed basis from time to time of an indeterminate amount of the Company's debt
securities. The description of the Underwriting Agreement is qualified in its
entirety by reference to the Underwriting Agreement, a copy of which is attached
hereto as Exhibit 1.1 and incorporated by reference herein.

The Company intends to use the net proceeds of this offering to refinance
borrowings under its senior credit facilities and for general corporate

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 senior credit facility.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

No. Description of Exhibit

1.1 Underwriting Agreement, dated October 27, 2020, by and among the
Company, Goldman Sachs & Co. LLC and Wells Fargo Securities, LLC, as
representatives of the several underwriters named therein.

104 Cover Page Interactive Data File (embedded within the Inline XBRL



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