AutoZone 8-K 2012
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): November 13, 2012
(Exact Name of Registrant as Specified in Charter)
(Registrants Telephone Number, Including Area Code)
(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):
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
On November 13, 2012, AutoZone, Inc. (the Company) completed the sale of $300 million aggregate principal amount of its 2.875% Notes due 2023 (the Notes). The Notes bear interest at a fixed rate equal to 2.875% 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 Companys shelf registration statement filed with the Securities and Exchange Commission (the Commission) on April 17, 2012, on Form S-3 (File No. 333-180768), as supplemented by a prospectus supplement dated November 1, 2012, filed with the Commission on November 2, 2012. Pursuant to the Indenture, the Company executed an Officers Certificate dated November 13, 2012 (the Officers Certificate) setting forth the terms of the Notes.
The Company will pay interest on the Notes on January 15 and July 15 of each year, beginning July 15, 2013. The Notes will mature on January 15, 2023. The Notes will be senior unsecured debt obligations of the Company and will rank equally with the Companys other senior unsecured liabilities and senior to any future subordinated indebtedness of the Company. The Notes are subject to customary covenants restricting the Companys 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 Companys 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 Note, copies of which are attached hereto as Exhibits 4.1 and 4.2, respectively.
(d) Exhibits. The following exhibits are furnished herewith:
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.