Autozone, Inc.
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
May 5, 2006
Date of Report
(Date of earliest event reported)
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 |
(State or other jurisdiction of
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(Commission File Number)
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(IRS Employer Identification No.) |
incorporation or organization) |
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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
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:
o Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
o Precommencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
o Precommencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
The information set forth under Item 2.03 below is incorporated into this Item 1.01 by
reference.
AutoZone has other commercial relationships with certain parties to the Credit Facilities
described in Item 2.03. From time to time, several of the lenders or their affiliates furnish
general financing and banking services to AutoZone.
Item 1.02. Termination of a Material Definitive Agreement.
The information set forth under Item 2.03 below is incorporated into this Item 1.02 by
reference.
AutoZone has other commercial relationships with certain parties to the 364-Day Credit
Facility described in Item 2.03. From time to time, several of the lenders or their affiliates
furnish general financing and banking services to AutoZone.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On May 5, 2006, AutoZone, Inc. (AutoZone) took the following actions:
(1) entered into a new Four-Year Credit Agreement dated as of May 5, 2006, among AutoZone as
Borrower, the several Lenders from time to time party thereto, and Bank of America, N.A. (Bank of
America) as Administrative Agent, Citicorp USA, Inc. (CUSA) as Syndication Agent, and a
syndicate of financial institutions (including Bank of America and CUSA) as lenders, arranged by
Banc of America Securities LLC and Citigroup Global Markets, Inc. as Joint Lead Arrangers and Joint
Book Managers (the Four-Year Credit Facility);
(2) terminated the Amended and Restated 364-Day Credit Agreement dated as of May 17, 2004,
among AutoZone as Borrower, the several Lenders from time to time party thereto, Bank of America as
Administrative Agent and CUSA as Syndication Agent (the 364-Day Credit Facility), which was
scheduled to expire on May 15, 2006, and was replaced by the Four-Year Credit Facility;
(3) amended and restated its Amended and Restated Five-Year Credit Agreement dated as of May
17, 2004, among AutoZone as Borrower, the several Lenders from time to time party thereto, Bank of
America as Administrative Agent and CUSA as Syndication Agent (as amended and restated, the
Restated Five-Year Credit Facility); and
(4) amended its Credit Agreement dated as of December 23, 2004, among AutoZone as Borrower,
the several Lenders from time to time party thereto, Bank of
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America as Administrative Agent and Wachovia Bank, National Association (Wachovia) as
Syndication Agent (the Term Loan Facility).
The Four-Year Credit Facility and the Restated Five-Year Credit Facility are collectively
referred to herein as the Credit Facilities.
The aggregate principal amount of the Credit Facilities is $1,000,000,000; the principal
amount of the Four-Year Credit Facility is $300 million, and the principal amount of the Restated
Five-Year Credit Facility is $700 million. AutoZone may increase the aggregate size of the Credit
Facilities to an amount not to exceed $1,300,000,000 provided certain conditions are met. The
Credit Facilities include a $50 million sublimit for Swingline Loans (as defined below) and a $200
million sublimit for letters of credit.
Both the Four Year Credit Facility and the Restated Five-Year Credit Facility will terminate,
and all amounts outstanding thereunder will be due and payable in full, on May 5, 2010 (the
Termination Date).
Revolving loans under the Credit Facilities may consist of, at AutoZones election, base rate
loans, Eurodollar loans or a combination thereof. Interest accrues on base rate loans at a
fluctuating rate per annum equal to the higher of Bank of Americas prime rate or the Federal Funds
Rate plus 1/2 of 1%. Interest accrues on Eurodollar loans at a defined Eurodollar rate plus the
applicable percentage, which can range from 23 basis points to 70 basis points, depending upon
AutoZones senior unsecured (non-credit enhanced) long term debt rating, as published by Standard &
Poors Ratings Services and/or Moodys Investors Service, Inc. At AutoZones current ratings, the
applicable percentage on Eurodollar loans is 27 basis points.
Certain revolving credit loans (Swingline Loans) will be made available by the Swingline
Lender, Bank of America, on a same-day basis in minimum amounts of $5 million, up to a limit of $50
million. AutoZone must repay each Swingline Loan in full upon the earliest of (a) the maturity
date agreed to by AutoZone and the Swingline Lender (not more than seven business days from the
date of advance), (b) the Termination Date, or (c) the demand of the Swingline Lender. Swingline
Loans that are base rate loans accrue interest at a base rate per annum equal to the higher of Bank
of Americas prime rate or the Federal Funds Rate plus 1/2 of 1%. Quoted rate Swingline Loans
accrue interest at the fixed percentage rate per annum offered by the Swingline Lender and accepted
by AutoZone with respect to such Swingline Loan.
A portion of the Restated Five-Year Credit Facility, not in excess of $200 million, will be
available for the issuance of letters of credit. Letters of credit will be issued by SunTrust
Bank, Bank of America, Wachovia or another lender acceptable to AutoZone and the Administrative
Agent.
Competitive loans under the Credit Facilities will bear interest at the fixed rate of interest
offered by a lender for such competitive loan. Interest on competitive loans is
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payable in arrears on each applicable interest payment date as defined in the Credit
Facilities or at such other times as may be specified.
AutoZone may prepay loans under the Credit Facilities (other than competitive loans, which may
not be prepaid) in whole or in part at any time without premium or penalty, subject to
reimbursement of the lenders breakage and redeployment costs in the case of prepayment of
Eurodollar loans and quoted rate Swingline Loans. If a change in control occurs, each lender has
the right to require AutoZone to prepay such lenders outstanding portion of loans and cash
collateralize such lenders letter of credit obligations, plus any accrued and unpaid fees and
interest to the date of prepayment. Each lender must determine whether to require such prepayment
during a 20-day period following notice from the Administrative Agent.
The Credit Facilities contain customary covenants for transactions of this type. The
financial covenants include covenants that AutoZone will not permit the ratio of its Consolidated
Adjusted Funded Debt to Consolidated EBITDAR to be greater than 3.00:1.00 at the end of any
fiscal quarter and will maintain a minimum ratio of Consolidated EBITDR to Consolidated Interest
Expense plus Consolidated Rents of 2.50:1.00. The Credit Facilities also contain customary events
of default, including cross defaults to other obligations. Upon the occurrence of an event of
default, the outstanding obligations under the Credit Facilities may be accelerated and become due
and payable immediately.
The Term Loan Facility was amended to make certain defined terms and other provisions conform
to corresponding terms and provisions contained in the Four-Year Credit Facility and the Restated
Five-Year Credit Facility.
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SIGNATURES
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.
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AUTOZONE, INC.
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By: |
/s/ Harry L. Goldsmith
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Harry L. Goldsmith |
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Executive Vice President, General
Counsel & Secretary |
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Dated: May 5, 2006
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