8-KMaterial AgreementsExhibits & Filings

O REILLY AUTOMOTIVE INC 8-K Report, Material Agreement (Mar 27, 2020)

Filed March 27, 2020For Securities:ORLY

Summary

O'Reilly Automotive, Inc. (ORLY) filed an 8-K on March 27, 2020, to report on the closing of a material definitive agreement. Specifically, on March 25, 2020, the Company entered into an Underwriting Agreement to issue and sell $500 million aggregate principal amount of 4.200% Senior Notes due 2030. The offering closed on March 27, 2020, with estimated net proceeds of approximately $495.7 million. These proceeds are intended to be used for repaying outstanding borrowings under the Company's credit facility, with any remaining funds allocated for general corporate purposes. This includes working capital, potential share repurchases, and investments in business opportunities, including acquisitions. The filing also details the terms of the Senior Notes, including interest payment dates, maturity, and provisions for redemption and repurchase upon a Change of Control Triggering Event.

Key Highlights

  • 1O'Reilly Automotive, Inc. successfully closed an offering of $500 million in 4.200% Senior Notes due 2030.
  • 2The net proceeds from the offering are approximately $495.7 million after underwriting discounts and expenses.
  • 3Proceeds are earmarked for repaying outstanding credit facility borrowings and for general corporate purposes, including share repurchases and potential acquisitions.
  • 4The Notes mature on April 1, 2030, with semi-annual interest payments commencing October 1, 2020.
  • 5The Indenture governing the Notes includes covenants that limit the ability of the Company and its subsidiaries to create liens, enter into sale and leaseback transactions, or merge/consolidate, subject to specified exceptions.
  • 6Holders have the right to require repurchase of the Notes at 101% of principal plus accrued interest upon a Change of Control Triggering Event.
  • 7The offering was registered under the Company's existing shelf registration statement on Form S-3.

Frequently Asked Questions

This 8-K filing announces the closing of a material definitive agreement: O'Reilly Automotive, Inc.'s issuance and sale of $500 million in 4.200% Senior Notes due 2030. It provides details about the underwriting agreement, the terms of the notes, and the intended use of proceeds.

The company intends to use the net proceeds primarily to repay outstanding borrowings under its credit facility. Any remaining funds will be used for general corporate purposes, which may include ordinary course working capital needs, share repurchases, and investments in business opportunities such as acquisitions.

The Notes mature on April 1, 2030, and carry an annual interest rate of 4.200%, payable semi-annually on April 1 and October 1, with the first payment on October 1, 2020. The notes are general unsecured senior obligations of the Company.

Yes, the Indenture includes a provision for a Change of Control Triggering Event. If such an event occurs, and the Company has not exercised its right to redeem the Notes, holders have the right to require the Company to repurchase their Notes at 101% of the principal amount plus accrued interest.