Summary
O'Reilly Automotive, Inc. (ORLY) filed an 8-K on September 19, 2011, to report on a significant debt issuance. The company entered into an Underwriting Agreement on September 14, 2011, for the sale of $300 million in aggregate principal amount of 4.625% Senior Notes due 2021. The net proceeds, approximately $297 million after deducting expenses, are intended for general corporate purposes, including potential share repurchases and repayment of existing credit facility borrowings. The issuance of these notes is governed by an Indenture dated September 19, 2011, with UMB Bank, N.A. as the Trustee. The notes are senior unsecured obligations, ranking equally with existing and future unsecured and unsubordinated debt, but are effectively subordinated to any future secured indebtedness. All of O'Reilly's subsidiaries are guarantors of these notes on a senior unsecured basis. The filing also details the terms of the notes, including maturity, interest rate, redemption provisions, and covenants that limit the company's and its subsidiaries' ability to incur certain liens, enter into sale and leaseback transactions, and undergo significant corporate changes.
Key Highlights
- 1O'Reilly Automotive, Inc. successfully issued $300 million of 4.625% Senior Notes due 2021.
- 2The net proceeds from the offering are approximately $297 million.
- 3Proceeds will be used for general corporate purposes, including share repurchases and credit facility debt repayment.
- 4The notes are senior unsecured obligations, guaranteed by all of O'Reilly's subsidiaries.
- 5The Indenture governing the notes includes standard covenants and events of default.
- 6Holders may require repurchase at 101% of principal in the event of a Change of Control Triggering Event.
- 7The offering was made under the company's shelf registration statement on Form S-3.