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O'Reilly Automotive begins exchange offer for CSK Auto
By Lisa Kerner
Charlotte, N.C., June 11 - O'Reilly Automotive, Inc. began its exchange offer for CSK Auto Corp., and the offer and withdrawal rights will expire at midnight ET on July 10, it was reported in a form S-4 filed with the Securities and Exchange Commission.
O'Reilly, through OC Acquisition Co., is offering to exchange between 0.3673 and 0.4285 of a share of its common stock and $1.00 in cash, subject to possible reduction, for each share of CSK Auto common stock, including the associated common stock purchase rights, validly tendered in the offer.
The exchange ratio will be equal to $11.00 divided by the average of the reported closing sale prices of O'Reilly common stock for the five consecutive trading days ending on and including the second trading day prior to the consummation of the offer, the filing stated.
If the average closing sale price is greater than $29.95, then the exchange ratio will equal 0.3673, and if the average closing sale price is less than $25.67, then the exchange ratio will equal 0.4285.
CSK Auto's board of directors unanimously recommended that its stockholders tender their shares into the offer, an O'Reilly news release noted.
On April 1, O'Reilly said it would acquire CSK Auto in an exchange offer valued at $1.0 billion, including approximately $500 million of debt, it was previously reported.
To fund the acquisition and to refinance debt, O'Reilly entered into a commitment for a $1.2 billion asset-based revolving credit facility with Bank of America and Lehman Brothers Inc., a prior news release said.
CSK Auto, based in Phoenix, and O'Reilly, located in Springfield, Mo., are auto parts retailers.
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