Summary
O'Reilly Automotive, Inc. (ORLY) filed an 8-K on December 29, 2010, to report on a significant corporate reorganization aimed at establishing a holding company structure. The primary goal of this reorganization, effective December 20, 2010, was to create O'Reilly Holdings, Inc. as the new parent entity, with the existing O'Reilly Automotive, Inc. (referred to as 'Old O'Reilly') becoming a subsidiary named 'O'Reilly Automotive Stores, Inc.'. This change was executed through a merger where a newly formed subsidiary, MergerCo, merged into Old O'Reilly, with Old O'Reilly continuing as the surviving entity under the new parent. The reorganization is structured as a tax-free event for shareholders under Missouri law, meaning shareholders of Old O'Reilly will receive shares of the new parent company on a one-to-one basis without recognizing gain or loss for federal income tax purposes. The stock will continue to trade under the 'ORLY' ticker symbol on the NASDAQ Global Select Market, though it will have a new CUSIP number. This restructuring is primarily an administrative and structural change intended to facilitate future operations and does not alter the underlying business or shareholder equity interests at this time.
Key Highlights
- 1O'Reilly Automotive, Inc. has implemented a corporate reorganization to establish a holding company structure, with O'Reilly Holdings, Inc. becoming the new parent company.
- 2The existing O'Reilly Automotive, Inc. will be renamed O'Reilly Automotive Stores, Inc. and will operate as a wholly-owned subsidiary of the new parent.
- 3The reorganization was effected through a merger of a newly formed subsidiary (MergerCo) into the existing O'Reilly Automotive, Inc., with the latter continuing as the surviving entity.
- 4The transaction is structured as a tax-free reorganization for shareholders under Missouri law, with no gain or loss recognized for U.S. federal income tax purposes.
- 5Shareholders will receive one share of the new parent company's common stock for each share of Old O'Reilly's common stock they held, with no exchange of stock certificates required.
- 6The company's common stock will continue to trade on the NASDAQ Global Select Market under the same 'ORLY' ticker symbol, but will have a new CUSIP number (67103H 107).
- 7Existing stock options and equity-based awards will be converted into awards for the new parent company's stock, maintaining their original terms and conditions.