UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On July 18, 2023, AutoZone, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”), by and among the Company and BofA Securities, Inc., J.P. Morgan Securities LLC, U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters, and the Underwriters agreed to purchase, $450,000,000 aggregate principal amount of the Company’s 5.050% Notes due 2026 (the “2026 Notes”) and $300,000,000 aggregate principal amount of the Company’s 5.200% Notes due 2033 (the “2033 Notes” and, together with the 2026 Notes, the “Notes”). The Underwriting Agreement contains customary representations, warranties and agreements of the Company and customary conditions to closing, indemnification rights and obligations of the parties and termination provisions. The description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1.
Certain of the Underwriters or their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory, commercial banking and investment banking services for the Company and its affiliates, for which they received or will receive customary fees and expense reimbursement. Certain of the Underwriters or their affiliates are lenders and/or agents under the Company’s existing revolving credit facilities.
The information provided in Item 2.03 of this report is incorporated by reference into this Item 1.01
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On July 21, 2023, the Company completed the sale of the Notes. The 2026 Notes bear interest at a fixed rate equal to 5.050% per year, payable semi-annually, and the 2033 Notes bear interest at a fixed rate equal to 5.200% per year, payable semi-annually.
The Notes were issued pursuant to an Indenture dated as of August 8, 2003 (the “Indenture”), between the Company and Regions Bank, as successor trustee, and were offered and sold pursuant to the Company’s shelf registration statement filed with the Securities and Exchange Commission (the “Commission”) on July 19, 2022, on Form S-3 (File No. 333-266209), as supplemented by a prospectus supplement dated July 18, 2023, filed with the Commission on July 19, 2023. Pursuant to the Indenture, the Company executed an Officers’ Certificate dated July 21, 2023 setting forth the terms of the 2026 Notes (the “2026 Officers’ Certificate”) and an Officers’ Certificate dated July 21, 2023 setting forth the terms of the 2033 Notes (the “2033 Officers’ Certificate” and, together with the 2026 Officers’ Certificate, the “Officers’ Certificates”).
The Company will pay interest on the 2026 Notes on January 15 and July 15 of each year, beginning on January 15, 2024, and the Company will pay interest on the 2033 Notes on February 1 and August 1 of each year, beginning on February 1, 2024. The 2026 Notes will mature on July 15, 2026, and the 2033 Notes will mature on August 1, 2033. The Notes are senior unsecured debt obligations of the Company and rank equally with the Company’s other senior unsecured liabilities and senior to any future subordinated indebtedness of the Company. The Notes are subject to customary covenants restricting the Company’s ability, subject to certain exceptions, to incur debt secured by liens, to enter into sale and leaseback transactions or to merge or consolidate with another entity or sell substantially all of its assets to another person. The Indenture provides for customary events of default and further provides that the trustee or the holders of 25% in aggregate principal amount of the outstanding series of Notes may declare such Notes immediately due and payable upon the occurrence of any event of default after expiration of any applicable grace period.
The Company may redeem the Notes at the Company’s option, at any time in whole or from time to time in part, on not less than 10 nor more than 60 days’ notice, at the redemption prices described in the applicable Officers’ Certificate. If a change of control triggering event, as defined in the applicable Officers’ Certificate, occurs, unless the Company has exercised its option to redeem the Notes, holders of the Notes may require the Company to repurchase the Notes at the prices described in the applicable Officers’ Certificate.
The above description of the Officers’ Certificates and the Notes is qualified in its entirety by reference to the Officers’ Certificates pursuant to the Indenture setting forth the terms of the Notes, and the forms of the Notes, copies of which are attached hereto as Exhibits 4.1, 4.2, 4.3, and 4.4, respectively.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 21, 2023
| AUTOZONE, INC. | ||
| By: | /s/ Jamere Jackson | |
| Name: | Jamere Jackson | |
| Title: | Executive Vice President & Chief Financial Officer | |