UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15 (d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 22, 2020 (
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
(
(Address, including Zip Code, and telephone number, including area code, of principal executive offices)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
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:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange on which Registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 | Regulation FD Disclosure. |
On September 22, 2020, Advance Auto Parts, Inc. (the “Company”) announced the commencement of a cash tender offer for its 4.50% senior unsecured notes due December 1, 2023. A copy of the press release is being furnished as Exhibit 99.1 hereto.
This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. |
Exhibit Description | |
99.1 | Press Release, dated September 22, 2020, issued by Advance Auto Parts, Inc. announcing commencement of cash tender offer for any and all of its 4.50% senior unsecured notes due December 1, 2023. | |
101.1 | Pursuant to Rule 406 of Regulation S-T, the cover page to this Current Report on Form 8-K is formatted in Inline XBRL. | |
104.1 | Cover Page Interactive Data File (embedded within the Inline XBRL document included in Exhibit 101.1). |
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.
ADVANCE AUTO PARTS, INC. | ||||||
(Registrant) | ||||||
Date: September 22, 2020 | /s/ Jeffrey W. Shepherd | |||||
Jeffrey W. Shepherd | ||||||
Executive Vice President, Chief Financial Officer |
Exhibit 99.1
Advance Auto Parts Announces Cash Tender Offer for Any and All of Its
Outstanding 4.50% Senior Unsecured Notes Due December 1, 2023
RALEIGH, N.C., September 22, 2020 - Advance Auto Parts, Inc. (Advance) (NYSE: AAP), a leading automotive aftermarket parts provider in North America, announced today that it has commenced a cash tender offer for any and all of its outstanding 4.50% senior unsecured notes due December 1, 2023 (CUSIP No. 00751Y AC0) (the Notes), on the terms and subject to the conditions set forth in the Offer to Purchase, dated the date hereof (as it may be amended or supplemented from time to time, the Offer to Purchase) and the related Notice of Guaranteed Delivery attached to the Offer to Purchase (the Notice of Guaranteed Delivery). As of September 22, 2020, there was $450,000,000 aggregate principal amount of the Notes outstanding. The tender offer is referred to herein as the Offer. The Offer to Purchase and the Notice of Guaranteed Delivery are referred to herein collectively as the Offer Documents.
Certain information regarding the Notes and the pricing for the Offer is set forth in the table below.
Title of Securities |
Principal Amount Outstanding |
U.S. Treasury Reference Security |
Bloomberg Reference Page |
Fixed Spread | ||||
4.50% Notes due 2023 (CUSIP No.: 00751Y AC0) |
$450,000,000 | 0.125% UST due September 15, 2023 |
FIT1 | 25 bps |
The Offer will expire at 5:00 p.m., New York City time, on September 28, 2020, unless extended or earlier terminated (the Expiration Date). The Tender Offer Consideration for each $1,000 principal amount of Notes validly tendered and not validly withdrawn and accepted for purchase pursuant to the Offer to Purchase will be determined in the manner described in the Offer Documents by reference to the fixed spread for the Notes specified in the table above plus the yield based on the bid-side price of the U.S. Treasury Reference Security specified in the table above at 2:00 p.m., New York City time, on September 28, 2020, unless extended.
Holders must validly tender (and not validly withdraw) or deliver a properly completed and duly executed Notice of Guaranteed Delivery for their Notes at or before the Expiration Date in order to be eligible to receive the Tender Offer Consideration. In addition, holders whose Notes are purchased in the Offer will receive accrued and unpaid interest on the purchased Notes from the last interest payment date to, but not including, the Settlement Date (as defined in the Offer to Purchase). Advance expects the Settlement Date to occur on September 29, 2020. Notes tendered by Notice of Guaranteed Delivery and accepted for purchase will be purchased on the third business day after the Expiration Date, but payment of accrued interest on such Notes will only be made to, but not including, the Settlement Date.
Tendered Notes may be withdrawn prior to 5:00 p.m., New York City time, on September 28, 2020. The consummation of the Offer is not conditioned upon any minimum amount of Notes being tendered, but is subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the Offer to Purchase, including, among others, Advance consummating an offering of debt securities of at least $300 million aggregate principal amount. Advance intends to use the net proceeds from the concurrent offering of debt securities, together with cash on hand (if necessary), to fund the aggregate consideration and accrued interest for all Notes validly tendered (and not withdrawn) pursuant to the Offer to Purchase and accepted for purchase by us, and to pay all fees and expenses incurred in connection with the Offer, and the remainder for general corporate purposes, which may include repayment of additional indebtedness.
Advance has retained D.F. King & Co., Inc. (D.F. King) as the tender agent and information agent for the Offer. Advance has retained J.P. Morgan Securities LLC as the dealer manager for the Offer.
Holders who would like additional copies of the Offer Documents may call or email the information agent, D.F. King, toll-free at (800) 848-3405, collect at (212) 269-5550 or aap@dfking.com. Copies of the Offer to Purchase and the Notice of Guaranteed Delivery are also available at the following website: http:www/dfking.com/aap. Questions regarding the terms of the Offer should be directed to J.P. Morgan Securities LLC at (866) 834-4666 (toll-free) or (212) 834-8553 (collect).
None of Advance, its subsidiary guarantors, its board of directors, J.P. Morgan Securities LLC, D.F. King or the trustee for the Notes, or any of their respective affiliates, is making any recommendation as to whether holders of the Notes should tender their Notes pursuant to the Offer.
This press release does not constitute an offer to buy or a solicitation of an offer to sell any Notes, including with respect to the new debt securities. The Offer is being made solely pursuant to the Offer Documents. The Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of Advance by J.P. Morgan Securities LLC or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
About Advance Auto Parts
Advance Auto Parts, Inc. is a leading automotive aftermarket parts provider that serves both professional installer and do-it-yourself customers. As of July 11, 2020, Advance operated 4,819 stores and 167 Worldpac branches in the United States, Canada, Puerto Rico and the U.S. Virgin Islands. Advance also serves 1,262 independently owned Carquest branded stores across these locations in addition to Mexico, the Bahamas, Turks and Caicos and British Virgin Islands.
Investor Relations Contact: | Media Contact: | |
Elisabeth Eisleben | Darryl Carr | |
T: (919) 227-5466 | T: (984) 389-7207 | |
E: invrelations@advanceautoparts.com | E: AAPCommunications@advance-auto.com |
Forward-Looking Statements
Certain statements herein are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are usually identifiable by words such as anticipate, believe, could, estimate, expect, forecast, intend, likely, may, plan, position, possible, potential, probable, project, should, strategy, will, or similar language. All statements other than statements of historical fact are forward-looking statements, including, but not limited to, statements about Advances strategic initiatives, operational plans and objectives, and future business and financial performance, as well as statements regarding underlying assumptions related thereto. Forward-looking statements reflect Advances views based on historical results, current information and assumptions related to future developments. Except as may be required by law, Advance undertakes no obligation to update any forward-looking statements made herein. Forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those projected or implied by the forward-looking statements. They include, among others, factors related to the timing and implementation of strategic initiatives, the highly competitive nature of Advances industry, demand for Advances products and services, complexities in its inventory and supply chain, challenges with transforming and growing its business and
factors related to the current global pandemic. Please refer to Item 1A. Risk Factors of Advances most recent Annual Report on Form 10-K, as updated by its Quarterly Report on Form 10-Q and other filings made by Advance with the Securities and Exchange Commission for a description of these and other risks and uncertainties that could cause actual results to differ materially from those projected or implied by the forward-looking statements.
Document and Entity Information |
Sep. 22, 2020 |
---|---|
Cover [Abstract] | |
Entity Registrant Name | ADVANCE AUTO PARTS INC |
Amendment Flag | false |
Entity Central Index Key | 0001158449 |
Document Type | 8-K |
Document Period End Date | Sep. 22, 2020 |
Entity Incorporation State Country Code | DE |
Entity File Number | 001-16797 |
Entity Tax Identification Number | 54-2049910 |
Entity Address, Address Line One | 2635 East Millbrook Road |
Entity Address, City or Town | Raleigh |
Entity Address, State or Province | NC |
Entity Address, Postal Zip Code | 27604 |
City Area Code | 540 |
Local Phone Number | 362-4911 |
Written Communications | false |
Soliciting Material | false |
Pre Commencement Tender Offer | false |
Pre Commencement Issuer Tender Offer | false |
Security 12b Title | Common Stock, par value $0.0001 per share |
Trading Symbol | AAP |
Security Exchange Name | NYSE |
Entity Emerging Growth Company | false |
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