Item 1.01. Entry into a Material Definitive Agreement.
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 August 1, 2022, AutoZone, Inc. (the "Company") completed the sale of
$750 million aggregate principal amount of its 4.750% Senior Notes due 2032 (the
"Notes"). The Notes bear interest at a fixed rate equal to 4.750% per year,
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 19, 2022, filed with the Commission on July 20, 2022.
Pursuant to the Indenture, the Company executed an Officers' Certificate dated
August 1, 2022 setting forth the terms of the Notes (the "Officers'
The Company will pay interest on the Notes on February 1 and August 1 of each
year, beginning on February 1, 2023. The Notes will mature on August 1, 2032.
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 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 Officers' Certificate. If a change of
control triggering event, as defined in the 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 Officers' Certificate.
The above description of the Officers' Certificate and the Notes is qualified in
its entirety by reference to the Officers' Certificate pursuant to the Indenture
setting forth the terms of the Notes, and the form of the Notes, copies of which
are attached hereto as Exhibits 4.1 and 4.2, respectively.
Item 9.01. Financial Statements and Exhibits.
4.1 Officers' Certificate for the Notes, pursuant to Section 3.2 of the
Indenture, dated August 1, 2022, setting forth the terms of the Notes
4.2 Form of 4.750% Note due 2032
5.1 Opinion of Bass, Berry & Sims PLC
5.2 Opinion of Brownstein Hyatt Farber Schreck, LLP
23.1 Consent of Bass, Berry & Sims PLC (included in Exhibit 5.1)
23.2 Consent of Brownstein Hyatt Farber Schreck, LLP (included in Exhibit
104 Cover Page Interactive Data File (embedded within the Inline XBRL
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