O'Reilly Automotive Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event
reported): August 13, 2024 (
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| Item 1.01. | Entry into a Material Definitive Agreement. |
Underwriting Agreement
On August 12, 2024, O’Reilly Automotive, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, BofA Securities, Inc. and U.S. Bancorp Investments, Inc., as the representatives of the underwriters named on Schedule I thereto (the “Underwriters”), with respect to the Company’s issuance and sale of $500,000,000 aggregate principal amount of the Company’s 5.000% Senior Notes due 2034 (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 $495 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 to repay a portion of amounts outstanding under the Company’s commercial paper program and, to the extent any net proceeds remain, for general corporate purposes, which may include ordinary course working capital, repurchases of shares of its 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 August 12, 2024, by and among the Company and J.P. Morgan Securities LLC, BofA Securities, Inc. and U.S. Bancorp Investments, Inc., as the representatives of the underwriters named on Schedule I thereto. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: August 13, 2024
| O’Reilly Automotive, Inc. | ||
| By: | /s/ Jeremy Fletcher | |
| Jeremy Fletcher | ||
| Executive Vice President and Chief Financial Officer | ||
| (principal financial and accounting officer) | ||