AutoZone Enters Material Definitive Agreement

TL;DR

AZO inked a new credit deal, expect financial moves.

AI Summary

On June 24, 2024, AutoZone, Inc. entered into a material definitive agreement, specifically a credit agreement, which creates a direct financial obligation. The company, incorporated in Nevada with its principal executive offices in Memphis, Tennessee, filed this 8-K report to disclose this significant financial event.

Why It Matters

This filing indicates AutoZone has secured new financing or debt, which could impact its financial flexibility and future investment plans.

Risk Assessment

Risk Level: low — The filing reports a standard financial agreement, not an event that inherently signals distress or significant operational change.

Key Players & Entities

• AutoZone, Inc. (company) — Registrant
• Nevada (jurisdiction) — State of Incorporation
• Memphis, Tennessee (location) — Principal Executive Offices
• June 24, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share AZO New York Stock Exchan
• $600,000,000 — nd the Underwriters agreed to purchase, $600,000,000 aggregate principal amount of the Compa
• $700,000,000 — % Notes due 2029 (the "2029 Notes") and $700,000,000 aggregate principal amount of the Compa

Filing Documents

• tm2417968d5_8k.htm (8-K) — 34KB
• tm2417968d5_ex1-1.htm (EX-1.1) — 210KB
• tm2417968d5_ex4-1.htm (EX-4.1) — 104KB
• tm2417968d5_ex4-2.htm (EX-4.2) — 100KB
• tm2417968d5_ex5-1.htm (EX-5.1) — 14KB
• tm2417968d5_ex5-2.htm (EX-5.2) — 13KB
• tm2417968d5_ex5-1img001.jpg (GRAPHIC) — 3KB
• tm2417968d5_ex5-1img002.jpg (GRAPHIC) — 4KB
• 0001104659-24-076270.txt ( ) — 761KB
• azo-20240624.xsd (EX-101.SCH) — 3KB
• azo-20240624_lab.xml (EX-101.LAB) — 33KB
• azo-20240624_pre.xml (EX-101.PRE) — 22KB
• tm2417968d5_8k_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On June 24, 2024, AutoZone, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement"), by and among the Company and BofA Securities, Inc., J.P. Morgan Securities LLC, Truist Securities, Inc., and Wells Fargo Securities, LLC, 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, $600,000,000 aggregate principal amount of the Company's 5.100% Notes due 2029 (the "2029 Notes") and $700,000,000 aggregate principal amount of the Company's 5.400% Notes due 2034 (the "2034 Notes" and, together with the 2029 Notes, the "Notes"). 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. Certain of the Underwriters or 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 Company's existing revolving credit facilities. 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 June 28, 2024, the Company completed the sale of the Notes. The 2029 Notes bear interest at a fixed rate equal to 5.100% per year, payable semi-annually

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 1.1 Underwriting Agreement, dated June 24, 2024, by and among the Company and BofA Securities, Inc., J.P. Morgan Securities LLC, Truist Securities, Inc., and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein. 4.1 Officers' Certificate for the 2029 Notes, pursuant to Section 3.2 of the Indenture, dated June 28, 2024, setting forth the terms of the 2029 Notes. 4.2 Officers' Certificate for the 2034 Notes, pursuant to Section 3.2 of the Indenture, dated June 28, 2024, setting forth the terms of the 2034 Notes. 4.3 Form of 5.100% Note due 2029 (included in Exhibit 4.1). 4.4 Form of 5.400% Note due 2034 (included in Exhibit 4.2). 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). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE 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: June 28, 2024 AUTOZONE, INC. By: /s/ Jamere Jackson Name: Jamere Jackson Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR