O REILLY AUTOMOTIVE INC : Entry into a Material Definitive Agreement, Financial Statements and Exhibits (form 8-K)
September 11, 2020 at 06:04 am EDT
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Item 1.01. Entry into a Material Definitive Agreement.
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 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No. Description
1.1 Underwriting Agreement, dated as of September 9, 2020, by and
among the Company and BofA Securities, Inc. and Wells Fargo
Securities, LLC, as the representatives of the underwriters named
on Schedule I thereto.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
O'Reilly Automotive, Inc. is one of the largest American distributors of automotive parts. The products are sold under own brands (BesTest®, BrakeBest®, Cartek®, Import Direct®, MasterPro®, MicroGard®, Murray®, Omnispark®, O'Reilly Auto Parts®, Precision®, Power Torque®, Super Start®, Syntec® and Ultima®) and third-party brands (AC Delco, Armor All, Bosch, Castrol, Dorman, Fel-Pro, Gates Rubber, Lucas Oil, Mobil1, Monroe, Moog, Pennzoil, Prestone, Standard, STP, Turtle Wax, Valvoline, Wagner et Wix). The group's activity is primarily organized around 3 families of products:
- automotive parts: alternator, starters, water pumps, chassis parts, etc.;
- maintenance products: antifreeze, filters, etc.;
- accessories: primarily automotive carpets and seat covers.
At the end of 2022, the products were marketed through a network of 5,971 stores located in the United States (5,929) and Mexico (42).
O'REILLY AUTOMOTIVE, INC 
