ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On July 2, 2009, AutoZone, Inc. (the "Company") completed the sale of
$500 million aggregate principal amount of its 5.750% Notes due 2015 (the
"Notes"). The Notes bear interest at a fixed rate equal to 5.750% per year,
payable semi-annually.
The Notes were sold pursuant to an underwriting agreement (the "Underwriting
Agreement") dated June 29, 2009 among the Company, J.P. Morgan Securities Inc.
and Wachovia Capital Markets, LLC, as representatives of the several
underwriters named therein. 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 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 Company's
shelf registration statement filed with the Securities and Exchange Commission
(the "Commission") on July 29, 2008, on Form S-3 (File No. 333-152592), as
supplemented by a prospectus supplement dated June 29, 2009, filed with the
Commission on June 30, 2009. Pursuant to the Indenture, the Company entered into
an Officers' Certificate (the "Officers' Certificate") setting forth the terms
of the Notes.
The Company will pay interest on the Notes on January 15 and July 15 each
year, beginning January 15, 2010. The Notes will mature on January 15, 2015. The
Notes will be senior unsecured debt obligations of the Company and will rank
equally with the Company's other senior unsecured liabilities and senior to any
future subordinated indebtedness of the Company. The Notes are subject to
customary covenants restricting the Company's 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 Company's 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 Indenture. 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 interest rate payable on the Notes will be subject to
adjustment from time to time if the rating assigned to the Notes is downgraded
(or subsequently upgraded), as set forth in the Officers' Certificate.
The above description of the Underwriting Agreement, the Officers'
Certificate and the Notes is qualified in its entirety by reference to the
Underwriting Agreement, the Officers' Certificate pursuant to the Indenture
setting forth the terms of the Notes, and the form of Note, each of which are
attached hereto as Exhibits 1.1, 4.1, 4.2, respectively.
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