O’REILLY AUTOMOTIVE, INC. (NASDAQ:ORLY) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
On April 5, 2017, OReilly Automotive, Inc. (the Company) entered
into a Credit Agreement (the Credit Agreement) among the Company,
JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line
Lender, Letter of Credit Issuer and a Lender, and the other
lenders party thereto. None of the Companys subsidiaries are
guarantors or obligors under the Credit Agreement.
into a Credit Agreement (the Credit Agreement) among the Company,
JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line
Lender, Letter of Credit Issuer and a Lender, and the other
lenders party thereto. None of the Companys subsidiaries are
guarantors or obligors under the Credit Agreement.
The Credit Agreement establishes a $1.2 billion senior unsecured
revolving credit facility, with a $200 million sub-limit for the
issuance of letters of credit and a $75 million sub-limit for
swing line borrowings. The Credit Agreement matures in April
2022; however, the Company may, subject to customary notices and
conditions, request up to two extensions of the maturity date, in
each case for an additional period of one year. The Credit
Agreement also provides for an uncommitted incremental facility
that permits the Company, subject to certain conditions, to
increase the commitments under the new senior unsecured revolving
credit facility by up to $600 million; provided that the
aggregate amount of the commitments does not exceed $1.8 billion
at any time.
revolving credit facility, with a $200 million sub-limit for the
issuance of letters of credit and a $75 million sub-limit for
swing line borrowings. The Credit Agreement matures in April
2022; however, the Company may, subject to customary notices and
conditions, request up to two extensions of the maturity date, in
each case for an additional period of one year. The Credit
Agreement also provides for an uncommitted incremental facility
that permits the Company, subject to certain conditions, to
increase the commitments under the new senior unsecured revolving
credit facility by up to $600 million; provided that the
aggregate amount of the commitments does not exceed $1.8 billion
at any time.
Loans made under the Credit Agreement (other than swing line
loans) will bear interest, at the Companys option, at either an
Alternate Base Rate (as set forth in the Credit Agreement) or an
Adjusted LIBO Rate (as set forth in the Credit Agreement) plus a
margin that will vary from 0.000% to 0.250% in the case of
Alternate Base Rate Loans (as set forth in the Credit Agreement)
and 0.680% to 1.250% in the case of Eurodollar Loans (as set
forth in the Credit Agreement), in each case based upon the
ratings assigned to the Companys debt by Moodys Investor Service,
Inc. and Standard Poors Rating Services. Borrowings of swing line
loans under the Credit Agreement will bear interest at an
Alternate Base Rate plus the margin described above for Alternate
Base Rate Loans. In addition, the Company will pay a facility fee
on the aggregate amount of the commitments under the Credit
Agreement at a per annum rate that will vary from 0.070% to
0.250% based upon the ratings assigned to the Companys debt by
Moodys Investor Service, Inc. and Standard Poors Rating Services.
loans) will bear interest, at the Companys option, at either an
Alternate Base Rate (as set forth in the Credit Agreement) or an
Adjusted LIBO Rate (as set forth in the Credit Agreement) plus a
margin that will vary from 0.000% to 0.250% in the case of
Alternate Base Rate Loans (as set forth in the Credit Agreement)
and 0.680% to 1.250% in the case of Eurodollar Loans (as set
forth in the Credit Agreement), in each case based upon the
ratings assigned to the Companys debt by Moodys Investor Service,
Inc. and Standard Poors Rating Services. Borrowings of swing line
loans under the Credit Agreement will bear interest at an
Alternate Base Rate plus the margin described above for Alternate
Base Rate Loans. In addition, the Company will pay a facility fee
on the aggregate amount of the commitments under the Credit
Agreement at a per annum rate that will vary from 0.070% to
0.250% based upon the ratings assigned to the Companys debt by
Moodys Investor Service, Inc. and Standard Poors Rating Services.
The Credit Agreement contains negative and affirmative covenants
applicable to the Company and its existing and future
subsidiaries, including, without limitation, negative covenants
that, subject to customary exceptions, restrict the Companys
ability to create, incur or assume liens, incur or assume certain
subsidiary debt, make certain fundamental changes and materially
change the nature of the Companys business and the business
conducted by its subsidiaries. In addition, the Credit Agreement
will require the Company to comply with certain financial
covenants, including a minimum consolidated fixed charge coverage
ratio and a maximum consolidated leverage ratio, in each case, as
set forth in the Credit Agreement.
applicable to the Company and its existing and future
subsidiaries, including, without limitation, negative covenants
that, subject to customary exceptions, restrict the Companys
ability to create, incur or assume liens, incur or assume certain
subsidiary debt, make certain fundamental changes and materially
change the nature of the Companys business and the business
conducted by its subsidiaries. In addition, the Credit Agreement
will require the Company to comply with certain financial
covenants, including a minimum consolidated fixed charge coverage
ratio and a maximum consolidated leverage ratio, in each case, as
set forth in the Credit Agreement.
The Credit Agreement contains certain customary events of default
(subject to customary grace periods, cure rights and materiality
thresholds), including, among others, failure to pay principal,
interest or fees, violation of covenants, material inaccuracy of
representations and warranties, cross-defaults and
cross-acceleration to material indebtedness, certain bankruptcy
and insolvency events, certain material judgments, certain ERISA
events, change of control and invalidity of loan documents.
(subject to customary grace periods, cure rights and materiality
thresholds), including, among others, failure to pay principal,
interest or fees, violation of covenants, material inaccuracy of
representations and warranties, cross-defaults and
cross-acceleration to material indebtedness, certain bankruptcy
and insolvency events, certain material judgments, certain ERISA
events, change of control and invalidity of loan documents.
The foregoing description of the terms of the Credit Agreement
does not purport to be complete and is qualified in its entirety
by reference to the Credit Agreement, attached as [Exhibit 10.1]
hereto, and incorporated herein by reference.
does not purport to be complete and is qualified in its entirety
by reference to the Credit Agreement, attached as [Exhibit 10.1]
hereto, and incorporated herein by reference.
In addition to the specific agreements and arrangements described
above, parties to the Credit Agreement and their respective
affiliates have provided and may in the future provide certain
financial advisory, investment banking and commercial banking
services in the ordinary course of business for the Company, its
subsidiaries and certain of their respective affiliates, for
which they have received or will receive customary fees and
expenses in connection with the performance of such services.
above, parties to the Credit Agreement and their respective
affiliates have provided and may in the future provide certain
financial advisory, investment banking and commercial banking
services in the ordinary course of business for the Company, its
subsidiaries and certain of their respective affiliates, for
which they have received or will receive customary fees and
expenses in connection with the performance of such services.
Item 1.02 Termination of a Material Definitive Agreement
On April 5, 2017, outstanding loans and commitments, including
the guarantees of each of the subsidiary guarantors, under the
Credit Agreement, dated as of January 14, 2011, as amended
September 9, 2011, as amended July 2, 2013, and as amended June
18, 2015 (the Prior Credit Agreement), among the Company, Bank of
America, N.A., as Administrative Agent, and the lenders party
thereto were terminated and replaced by the loans and commitments
under the Credit Agreement as described in Item 1.01 above.
the guarantees of each of the subsidiary guarantors, under the
Credit Agreement, dated as of January 14, 2011, as amended
September 9, 2011, as amended July 2, 2013, and as amended June
18, 2015 (the Prior Credit Agreement), among the Company, Bank of
America, N.A., as Administrative Agent, and the lenders party
thereto were terminated and replaced by the loans and commitments
under the Credit Agreement as described in Item 1.01 above.
Section 2 Financial Information
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a Registrant
Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information set forth in Item 1.01 above is hereby
incorporated by reference into this Item 2.03, insofar as it
relates to the creation of a direct financial obligation.
incorporated by reference into this Item 2.03, insofar as it
relates to the creation of a direct financial obligation.
Section 3 Securities and Trading Markets
Item 3.03 Material Modification to Rights of Security Holders
In connection with entering into the Credit Agreement (under
which none of the Companys subsidiaries are guarantors or
obligors), and upon termination of the Prior Credit Agreement,
the guarantees by the Companys subsidiary guarantors with respect
to all of the Companys outstanding senior notes, with an
outstanding aggregate principal amount of $1.9 billion, were
automatically released in accordance with the terms of the
respective indentures governing the senior notes. In the event
that any of the Companys subsidiaries in the future becomes a
guarantor or obligor under certain credit facility debt or
capital markets debt of the Company, such subsidiary would be
required at such time also to guarantee the Credit Agreement and
the senior notes, as provided in the Credit Agreement and the
respective indentures governing the senior notes. The foregoing
descriptions of certain terms of the Credit Agreement and the
senior notes are qualified in their entirety by the Credit
Agreement and the indentures governing the senior notes,
respectively.
which none of the Companys subsidiaries are guarantors or
obligors), and upon termination of the Prior Credit Agreement,
the guarantees by the Companys subsidiary guarantors with respect
to all of the Companys outstanding senior notes, with an
outstanding aggregate principal amount of $1.9 billion, were
automatically released in accordance with the terms of the
respective indentures governing the senior notes. In the event
that any of the Companys subsidiaries in the future becomes a
guarantor or obligor under certain credit facility debt or
capital markets debt of the Company, such subsidiary would be
required at such time also to guarantee the Credit Agreement and
the senior notes, as provided in the Credit Agreement and the
respective indentures governing the senior notes. The foregoing
descriptions of certain terms of the Credit Agreement and the
senior notes are qualified in their entirety by the Credit
Agreement and the indentures governing the senior notes,
respectively.
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
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Exhibit Number
|
Description
|
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10.1
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Credit Agreement, dated as of April 5, 2017, by and
among OReilly Automotive, Inc., as borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender, Letter of Credit Issuer and a Lender, and the other lenders party thereto. |
About O’REILLY AUTOMOTIVE, INC. (NASDAQ:ORLY)
O’Reilly Automotive, Inc. is a specialty retailer of automotive aftermarket parts, tools, supplies, equipment and accessories in the United States. The Company offers its products to both do-it-yourself (DIY) and professional service provider customers. Its stores’ product line includes new and remanufactured automotive hard parts, such as alternators, starters, fuel pumps, water pumps, brake system components, batteries, belts, hoses, temperature control and engine parts; maintenance items, such as filters, lighting, engine additives and appearance products, and accessories, such as floor mats, seat covers and truck accessories. It offers various services and programs to its customers, such as used oil, oil filter and battery recycling; battery diagnostic testing; loaner tool program; custom hydraulic hoses; professional paint shop mixing and related materials, and machine shops. Its brands include BestTest, BrakeBest, Precision, Import Direct, Master Pro, Micro-Gard and Murray. O’REILLY AUTOMOTIVE, INC. (NASDAQ:ORLY) Recent Trading Information
O’REILLY AUTOMOTIVE, INC. (NASDAQ:ORLY) closed its last trading session down -0.17 at 254.74 with 713,169 shares trading hands.