Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-230033

 

O’REILLY AUTOMOTIVE, INC.

 

$500,000,000 4.200% Senior Notes due 2030

 

March 25, 2020

 

Term Sheet

 

Issuer

O’Reilly Automotive, Inc.

 

 

Description of Security

4.200% Senior Notes due 2030

 

 

Security Type

Senior Notes

 

 

Legal Format

SEC Registered

 

 

Ratings (Moody’s / S&P)*

Baa1 (Stable) / BBB (Stable)

 

 

Trade Date

March 25, 2020

 

 

Settlement Date

March 27, 2020 (T+2)

 

 

Principal Amount

$500,000,000

 

 

Maturity Date

April 1, 2030

 

 

Interest Payment Dates

Semi-annually on April 1 and October 1, commencing on October 1, 2020

 

 

Coupon

4.200%

 

 

Benchmark Treasury

1.500% due February 15, 2030

 

 

Benchmark Treasury Price / Yield

106-19 / 0.805%

 

 

Spread to Benchmark Treasury

+340 basis points

 

 

Yield to Maturity

4.205%

 

 

Public Offering Price

99.959% of the principal amount

 

 

Optional Redemption

Prior to January 1, 2030, redeemable, in whole, at any time, or in part, from time to time, at the Company’s option, for cash, at a redemption price, plus accrued and unpaid interest to, but not including, the redemption date, equal to the greater of (1) 100% of the principal amount thereof, or (2) the sum of the present values of the remaining scheduled payments of principal and interest thereon

 

(1)  Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

 

 

 

that would have been due if the notes matured on January 1, 2030, not including accrued and unpaid interest to, but not including, the date of redemption, discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Yield plus 50 basis points.

 

 

 

On or after January 1, 2030, redeemable, in whole at any time or in part from time to time, at the Company’s option, for cash, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest to, but not including, the redemption date.

 

 

CUSIP Number

67103HAJ6

 

 

ISIN

US67103HAJ68

 

 

Joint Book-Running Managers

J.P. Morgan Securities LLC

 

U.S. Bancorp Investments, Inc.

 

SunTrust Robinson Humphrey, Inc.

 

Wells Fargo Securities, LLC

 

 

Senior Co-Managers

PNC Capital Markets LLC

 

TD Securities (USA) LLC

 

 

Co-Managers

BNP Paribas Securities Corp.

 

Capital One Securities, Inc.

 

Citizens Capital Markets, Inc.

 

Huntington Securities, Inc.

 

Mizuho Securities USA LLC

 

MUFG Securities Americas Inc.

 

Regions Securities LLC

 

The issuer has filed a registration statement (including a prospectus) with the U.S. Securities and Exchange Commission (“SEC”) for this offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting the SEC web site at www.sec.gov. Alternatively, you may obtain a copy of the prospectus from J.P. Morgan Securities LLC, collect at 1-212-834-4533 or U.S. Bancorp Investments, Inc., toll-free at 1-877-558-2607.

 

Term Sheet dated March 25, 2020, to the Preliminary Prospectus Supplement dated March 25, 2020, and the accompanying Prospectus dated March 1, 2019 (together, the “Preliminary Prospectus”) of O’Reilly Automotive, Inc. The information in this Term Sheet supplements the Preliminary Prospectus and supersedes the information in the Preliminary Prospectus to the extent it is inconsistent with the information in the Preliminary Prospectus. This Term Sheet is qualified in its entirety by reference to the Preliminary Prospectus. Financial information presented in the Preliminary Prospectus is deemed to have changed to the extent affected by the changes described herein. This pricing term sheet should be read together with the Preliminary Prospectus, including the documents incorporated by reference therein, before making a decision in connection with an investment in the securities. Capitalized terms used in this Term Sheet but not defined have the meanings given them in the Preliminary Prospectus.

 

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