Current Report Filing (8-k)
April 10 2019 - 6:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 4, 2019
AutoZone, Inc.
(Exact
Name of Registrant as Specified in its Charter)
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Nevada
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1-10714
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62-1482048
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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123 South Front Street, Memphis, Tennessee 38103
(Address of Principal Executive Offices) (Zip Code)
(901)
495-6500
(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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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.
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Entry into a Material Definitive Agreement
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On April 4, 2019, AutoZone, Inc. (the Company) entered into an underwriting agreement (the Underwriting Agreement)
by and amongst the Company and Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and SunTrust Robinson Humphrey, Inc., as representatives of the several underwriters named therein (the Underwriters),
pursuant to which the Company agreed to issue and sell to the Underwriters, and the Underwriters agreed to purchase, $300 million aggregate principal amount of its 3.125% Notes due 2024 and $450 million aggregate principal amount of the
Companys 3.75% Notes due 2029. The Underwriting Agreement contains customary representations, warranties and agreements of the Company and customary conditions to closing, indemnification rights and obligations of the parties and termination
provisions. The description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1.
The Underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial
advisory, commercial banking and investment banking services for the Company and its affiliates, for which they received or will receive customary fees and expense reimbursement. Certain of the Underwriters or their affiliates are lenders and/or
agents under the Companys existing revolving credit facility.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit
No.
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Description
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1.1
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Underwriting Agreement, dated April 4, 2019, among the Company, Barclays Capital Inc., Merrill Lynch, Pierce, Fenner
& Smith Incorporated, and SunTrust Robinson Humphrey, Inc., as representatives of the several underwriters named therein.
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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 9, 2019
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AUTOZONE, INC.
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By:
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/s/ William T. Giles
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Name:
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William T. Giles
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Title:
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Chief Financial Officer and Executive Vice President
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[
Signature Page to Current Report on Form 8-K
]
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