O'Reilly Automotive, Inc. Repurchase of the 6 3/4% Exchangeable Senior Notes Due 2025 at the Option of Holders
15 Novembro 2010 - 7:30PM
O'Reilly Automotive, Inc. ("O'Reilly" or the "Company")
(Nasdaq:ORLY), a leading retailer in the automotive aftermarket
industry, announced today that holders of the 6 3/4% Exchangeable
Senior Notes due 2025 (the "Notes"), which were originally issued
by CSK Auto, Inc. ("CSK"), have the right to require CSK to
repurchase for cash such holders' Notes pursuant to the terms of
the indenture for the Notes (the "Put Option"). The Put Option
expires at 5:00 p.m., New York City time, on December 14,
2010. In connection with its acquisition of CSK on July 11,
2008, O'Reilly agreed to guarantee the Notes, on a subordinated
basis, and to issue shares of O'Reilly common stock, if any, upon
any exchange of the principal amount of the notes. The Notes were
originally issued on December 19, 2005, by CSK and $89 million of
the aggregate principal amount remains outstanding.
The Put Option entitles each holder of the Notes to require CSK
to purchase all or any part of such holder's Notes at a purchase
price equal to 100% of the principal amount thereof, plus accrued
and unpaid interest up to, but not including, the repurchase date;
provided that the Interest will be payable to the holder of record
on the corresponding regular record date.
Holders that do not tender their Notes for purchase pursuant to
the Put Option will maintain the right to exchange their Notes,
subject to the terms, conditions and adjustments applicable to the
Notes.
The opportunity to tender Notes for purchase pursuant to the Put
Option commenced at 9:00 a.m., New York City time, on Monday,
November 15, 2010, and will terminate at 5:00 p.m., New York City
time, on Tuesday, December 14, 2010. In order to exercise the
Put Option, a holder must follow the procedures set forth in the
applicable notice to holders. Holders may withdraw any Notes
previously tendered for purchase at any time prior to 5:00 p.m.,
New York City time, on Tuesday, December 14, 2010.
CSK and O'Reilly will jointly file a Tender Offer Statement on
Schedule TO related to the Put Option with the Securities and
Exchange Commission later today. In addition, documents specifying
the terms, conditions and procedures for tendering and withdrawing
Notes for purchase will be available through The Depository Trust
Company and the paying agent. Neither O'Reilly, CSK nor their
respective boards of directors or employees have made or are making
any representation or recommendation as to whether or not any
holder should tender any Notes.
As previously announced today, CSK has also issued a redemption
notice for all Notes with a redemption date of December 21,
2010.
O'Reilly Automotive, Inc. is one of the largest
specialty retailers of automotive aftermarket parts, tools,
supplies, equipment and accessories in the United States, serving
both the do-it-yourself and professional installer
markets. Founded in 1957 by the O'Reilly family, the Company
operated 3,536 stores in 38 states as of September 30, 2010.
The O'Reilly Automotive, Inc. logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=5430
Forward-Looking Statements
The Company claims the protection of the safe-harbor for
forward-looking statements within the meaning of the Private Notes
Litigation Reform Act of 1995. You can identify these
statements by forward-looking words such as "expect," "believe,"
"anticipate," "should," "plan," "intend," "estimate," "project,"
"will" or similar words. In addition, statements contained
within this press release that are not historical facts are
forward-looking statements, such as statements discussing among
other things, financing plans, expected growth, store development,
CSK DOJ investigation resolution, integration and expansion
strategy, business strategies, future revenues and future
performance. These forward-looking statements are based on
estimates, projections, beliefs and assumptions and are not
guarantees of future events and results. Such statements are
subject to risks, uncertainties and assumptions, including, but not
limited to, competition, product demand, the market for auto parts,
the economy in general, inflation, consumer debt levels,
governmental approvals, our ability to hire and retain qualified
employees, risks associated with the integration of acquired
businesses such as the integration of CSK Auto Corporation,
weather, terrorist activities, war and the threat of
war. Actual results may materially differ from anticipated
results described or implied in these forward-looking
statements. Please refer to the "Risk Factors" section of the
annual report on Form 10-K for the year ended December 31, 2009,
for additional factors that could materially affect our financial
performance.
CONTACT: O'Reilly Automotive, Inc.
Investor & Media Contacts
Mark Merz
(417) 829-5878
O Reilly Automotive (NASDAQ:ORLY)
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