O'Reilly Automotive completes exchange offer for CSK Auto

By Lisa Kerner

Charlotte, N.C., July 11 - O'Reilly Automotive, Inc. said it accepted for payment and exchange all 38,092,340 shares validly tendered in its offer for CSK Auto Corp. ended July 10.

The total number of shares does not include 2,903,556 shares delivered through notices of guaranteed delivery, an O'Reilly news release said.

Each share of CSK common stock was exchanged for 0.4285 of a share of O'Reilly common stock plus $1.00 in cash.

O'Reilly now owns 40,246,268 shares, or about 90.5%, of the issued and outstanding shares of CSK common stock.

The transaction will be completed via a short-form merger of O'Reilly's indirect wholly owned subsidiary with and into CSK.

According to O'Reilly, CSK will continue as the surviving corporation and an indirect wholly owned subsidiary of O'Reilly.

Once the merger is complete, shares of CSK common stock will no longer be traded on the New York Stock Exchange.

"We are entering the next chapter in our company's history as a leading auto-parts retailer with 3,200 stores across the country and the opportunity to expand even further," O'Reilly chief executive officer Greg Henslee.

"By leveraging our proven dual-market strategy, we will better serve our customers, provide growth opportunities for our team members and generate significant value for our stockholders," Henslee added.

O'Reilly was advised by Lehman Brothers Inc. J.P. Morgan Securities Inc. advised CSK.

In June O'Reilly began its offer to exchange between 0.3673 and 0.4285 of a share of its common stock and $1.00 in cash for each share of CSK Auto common stock.

It was previously reported that the exchange ratio would 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.

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.

On April 1, O'Reilly said it would acquire CSK Auto in an exchange offer valued at $1 billion, including approximately $500 million of debt.

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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