Summary
O'Reilly Automotive, Inc. (ORLY) filed an 8-K on August 17, 2017, to report the issuance and sale of $750 million aggregate principal amount of 3.600% Senior Notes due 2027. This offering aims to bolster the company's capital structure and provides long-term financing. The new notes are unsecured, senior obligations, ranking equally with existing unsecured and unsubordinated debt, but effectively junior to any future secured indebtedness. The new notes have a maturity date of September 1, 2027, and bear an annual interest rate of 3.600%, payable semi-annually. The issuance is governed by an Indenture, which includes covenants restricting certain liens, sale and leaseback transactions, and mergers or consolidations, subject to specified limitations. The report also outlines provisions for redemption, including an optional redemption by the company and a mandatory repurchase right for noteholders in the event of a Change of Control Triggering Event.
Key Highlights
- 1O'Reilly Automotive, Inc. issued $750 million in 3.600% Senior Notes due 2027.
- 2The new notes mature on September 1, 2027, with interest payable semi-annually.
- 3The notes are unsecured senior obligations, pari passu with existing unsecured and unsubordinated debt.
- 4The Indenture includes covenants that limit the company's ability to create certain liens, engage in sale and leaseback transactions, and undergo mergers or consolidations.
- 5Holders of the notes have a right to require repurchase at 101% of principal plus accrued interest upon a Change of Control Triggering Event.
- 6The company has the option to redeem the notes prior to maturity under specific conditions.
- 7The offering was registered under a Form S-3 shelf registration statement filed on February 29, 2016.