Current Report Filing (8-k)
11 September 2020 - 8:03PM
Edgar (US Regulatory)
0000898173
false
O REILLY AUTOMOTIVE INC
0000898173
2020-09-09
2020-09-09
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report
(Date of earliest event reported): September 9, 2020
O’REILLY
AUTOMOTIVE, INC.
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(Exact Name of Registrant as Specified in its Charter)
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Missouri
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000-21318
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27-4358837
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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233 South Patterson Avenue
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Springfield, Missouri 65802
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(Address of principal executive offices, Zip code)
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(417) 862-6708
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(Registrant’s telephone number, including area code)
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(Not
Applicable)
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(Former name or former address, if changed since last report)
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Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the
following provisions:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered
pursuant to Section 12(b) of the Act:
Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on which Registered
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Common Stock $0.01 par value
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ORLY
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The NASDAQ Stock Market LLC
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(NASDAQ Global Select Market)
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Indicate by check
mark whether the registrant is an emerging growth company as defined in Rule 405 of Securities Act of 1933 (230.405) or
Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2).
¨ Emerging
growth company
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01.
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Entry into a Material Definitive Agreement.
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Underwriting Agreement
On September 9, 2020, O’Reilly Automotive,
Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with BofA Securities,
Inc. and Wells Fargo Securities, LLC, as the representatives of the underwriters named on Schedule I thereto (the “Underwriters”),
with respect to the Company’s issuance and sale of $500 million aggregate principal amount of the Company’s 1.750%
Senior Notes due 2031 (the “Notes”). The Underwriting Agreement includes customary representations, warranties and
covenants. Under the terms of the Underwriting Agreement, the Company has agreed to indemnify the Underwriters against certain
liabilities.
The estimated net proceeds from the
offering of the Notes are expected to be approximately $494 million, after deducting the underwriting discounts and
estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the offering of the
Notes, together with cash on hand, as applicable, to redeem all of its outstanding 4.875% senior notes due 2021 and, to the
extent any net proceeds remain, for general corporate purposes, which may include ordinary course working capital,
repurchases of shares of common stock, and investments in other business opportunities, including acquisitions, and to pay
related fees and expenses.
The above description of the Underwriting
Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, attached
as Exhibit 1.1 hereto, and incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits.
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SIGNATURES
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: September 9, 2020
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O’Reilly Automotive, Inc.
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By:
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/s/ Thomas McFall
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Thomas McFall
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Executive Vice President and Chief Financial Officer
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(principal financial and accounting officer)
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