8-KMaterial AgreementsExhibits & Filings

O REILLY AUTOMOTIVE INC 8-K Report, Material Agreement (May 20, 2019)

Filed May 20, 2019For Securities:ORLY

Summary

O'Reilly Automotive, Inc. (ORLY) filed an 8-K on May 20, 2019, to report on the entry into a material definitive agreement regarding the issuance and sale of $500 million in aggregate principal amount of 3.900% Senior Notes due 2029. This debt issuance is a significant event for investors as it impacts the company's capital structure and future financial obligations. The new notes mature in 2029 and carry a fixed interest rate of 3.900%, payable semi-annually. The company has also outlined provisions for redemption and repurchase under specific circumstances, including a change of control event. The filing details the terms under an Indenture, establishing these notes as general unsecured senior obligations, ranking equally with existing unsecured and unsubordinated debt. Notably, the notes are not initially guaranteed by subsidiaries, but such guarantees may be required if subsidiaries incur or guarantee other material debt. The covenants included in the Indenture restrict certain actions, such as creating liens or entering into sale and leaseback transactions, and impose conditions on mergers or significant asset transfers. These provisions are crucial for investors to understand the company's operational flexibility and its commitment to maintaining its creditworthiness.

Key Highlights

  • 1O'Reilly Automotive issued $500 million in 3.900% Senior Notes due 2029.
  • 2The new notes mature on June 1, 2029, with semi-annual interest payments starting December 1, 2019.
  • 3The notes are general unsecured senior obligations, ranking pari passu with existing unsecured and unsubordinated debt.
  • 4Subsidiary guarantees for the notes are not initially required but may be triggered by future subsidiary debt.
  • 5The company retains the option to redeem the notes prior to maturity under specific conditions and pricing.
  • 6A Change of Control Triggering Event allows noteholders to require repurchase at 101% of principal plus accrued interest.
  • 7The Indenture includes covenants limiting the company's ability to create liens, enter sale/leaseback transactions, and merge/transfer assets, subject to exceptions.

Frequently Asked Questions

This 8-K filing announces O'Reilly Automotive, Inc.'s entry into a material definitive agreement related to the issuance and sale of $500 million of its 3.900% Senior Notes due 2029. It provides details on the terms, conditions, and covenants associated with this new debt issuance.

The new 3.900% Senior Notes due 2029 are general unsecured senior obligations, ranking equally in right of payment with the company's other existing unsecured and unsubordinated indebtedness. This means they are on the same level as existing senior notes and credit facilities, but effectively junior to any future secured debt.

Yes, while not initially guaranteed by any subsidiaries, the notes would require a subsidiary guarantee if, in the future, any subsidiary incurs or guarantees obligations under the company's credit facility or certain other credit facility or capital markets debt. Such subsidiary would then be required to guarantee the notes on a senior unsecured basis.

Key investor protections include provisions for redemption at the company's option, a repurchase right for noteholders at 101% of principal plus accrued interest upon a Change of Control Triggering Event, and covenants that restrict the company and its subsidiaries from taking certain actions such as creating significant liens or engaging in certain sale and leaseback transactions that could impair the company's ability to repay its debt.