Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance
Sheet Arrangement
of a Registrant.
On April 18, 2019, AutoZone, Inc. (the Company) completed the sale of $300 million aggregate
principal amount of its 3.125% Notes due 2024 (the 2024 Notes) and $450 million aggregate principal amount of its 3.750% Notes due 2029 (the 2029 Notes and, together with the 2024 Notes, the Notes). The 2024
Notes bear interest at a fixed rate equal to 3.125% per year, payable semi-annually and the 2029 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 Regions
Bank, as successor in interest to 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 4, 2019, on Form
S-3
(File
No. 333-230719),
as supplemented by a prospectus
supplement dated April 4, 2019, filed with the Commission on April 5, 2019. Pursuant to the Indenture, the Company executed an Officers Certificate dated April 18, 2019 setting forth the terms of the 2024 Notes (the 2024
Notes Officers Certificate) and an Officers Certificate dated April 18, 2019 setting forth the terms of the 2029 Notes (the 2029 Notes Officers Certificate and, together with the 2024 Notes Officers
Certificate, the Officers Certificates).
The Company will pay interest on the Notes on April 18 and
October 18 of each year, beginning October 18, 2019. The 2024 Notes will mature on April 18, 2024, and the 2029 Notes will mature on April 18, 2029. 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 applicable Officers Certificate. If a change of control, as defined in the applicable 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 applicable Officers Certificate.
The above description of the Officers Certificates and the Notes is qualified in its entirety by reference to the Officers
Certificates 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, 4.3 and 4.4, respectively.