UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): April 18, 2017
AUTOZONE, INC.
(Exact Name of Registrant as Specified in Charter)
| Nevada | 1-10714 | 62-1482048 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 123 South Front Street Memphis, Tennessee |
38103 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
(901) 495-6500
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2. below):
| ☐ | Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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. | 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 April 18, 2017, AutoZone, Inc. (the “Company”) completed the sale of $600 million aggregate principal amount of its 3.750% Notes due 2027 (the “Notes”). The Notes bear interest at a fixed rate equal to 3.750% 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 The Bank of New York Mellon Trust Company, N.A., as successor in interest to Bank One Trust Company, N.A., as trustee, and were offered and sold pursuant to the Company’s shelf registration statement filed with the Securities and Exchange Commission (the “Commission”) on April 15, 2015, on Form S-3 (File No. 333-203439), as supplemented by a prospectus supplement dated April 6, 2017, filed with the Commission on April 7, 2017. Pursuant to the Indenture, the Company executed an Officers’ Certificate dated April 18, 2017 setting forth the terms of the Notes (the “Notes Officers’ Certificate”).
The Company will pay interest on the Notes on June 1 and December 1 of each year, beginning December 1, 2017. The Notes will mature on June 1, 2027. The Notes will be senior unsecured debt obligations of the Company and will 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 30 nor more than 60 days’ notice, at the redemption prices described in the Officers’ Certificate. If a change of control, 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, 4.2 and 4.3, respectively.
| ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 4.1 | Officers’ Certificate for the Notes, pursuant to Section 3.2 of the Indenture, dated April 18, 2017, setting forth the terms of the Notes | |
| 4.2 | 3.750% Note due 2027 | |
| 4.3 | 3.750% Note due 2027 | |
| 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 5.2) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Date: April 18, 2017
| AUTOZONE, INC. | ||
| By: | /s/ William T. Giles | |
| William T. Giles | ||
| Executive Vice President and | ||
| Chief Financial Officer | ||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 4.1 | Officers’ Certificate for the Notes, pursuant to Section 3.2 of the Indenture, dated April 18, 2017, setting forth the terms of the Notes | |
| 4.2 | 3.750% Note due 2027 | |
| 4.3 | 3.750% Note due 2027 | |
| 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 5.2) | |