CSK Auto Corporation Announces Proposed Private Offering of Exchangeable Senior Notes.PHOENIX -- CSK Auto CSK Auto Inc. is the largest specialty retailer of automotive parts and accessories in the western United States and one of the largest retailers of such products in the entire country. Corporation (NYSE NYSE See: New York Stock Exchange :CAO), the parent company of CSK Auto, Inc. (the "Company"), a specialty retailer in the automotive aftermarket Aftermarket See: Secondary market. aftermarket See secondary market. , announced today that, subject to market and other conditions, the Company intends to offer $85 million aggregate principal amount of exchangeable senior unsecured notes in a private offering to qualified institutional buyers In law, a Qualified Institutional Buyer is a purchaser of securities that is financially sophisticated and is legally recognized by security market regulators to need less protection from sellers than most members of the public. in accordance with Rule 144A Rule 144A A Securities & Exchange Commission rule modifying a two-year holding period requirement on privately placed securities to permit qualified institutional buyers to trade these positions among themselves. under the Securities Act of 1933, as amended. The notes are exchangeable into shares of CSK Auto Corporation common stock. In addition, the Company expects to grant the initial purchaser of the notes an over-allotment option to purchase, within thirty days from the date of issuance, up to an additional $15 million aggregate principal amount of notes. It is expected that the notes will pay cash interest through maturity, or the earlier exchange, redemption or repurchase of the notes. The exchange rate and other terms of the notes will be determined by negotiations between the Company and the initial purchaser of the notes. The Company expects to use proceeds from the proposed note offering, together with availability under its existing senior credit facility, to fund the acquisition cost of CSK Auto Corporation's pending acquisition of Murray's Inc. If the acquisition of Murray's Inc. is not consummated, the Company intends to use the proceeds of the offering for general corporate purposes. This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities. The notes to be offered and the common stock issuable upon exchange of the notes have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws, and may not be offered or sold in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. Portions of this release may constitute "forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. " as defined by federal law. Although CSK Auto Corporation believes any such statements are based on reasonable assumptions, there is no assurance that actual outcomes will not be materially different. Any such statements are made in reliance on the "safe harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. " protections provided under the Private Securities Reform Act of 1995. Additional information about issues that could lead to material changes in the Company's performance is contained in CSK Auto Corporation's filings with the Securities and Exchange Commission. |
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