8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report: March 21, 2013

(Date of earliest event reported)

AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	333-124878	59-3796143
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

12200 Herbert Wayne Court, Suite 150

Huntersville, North Carolina

(Address of principal executive offices)

28078

(Zip Code)

(704) 992-2000

Registrant’s telephone number, including area code:

Not Applicable

Former name or former address, 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))

Item 1.01. Entry into a Material Definitive Agreement.

Share Purchase Agreement with Regional Tire Distributors, Inc.

On March 22, 2013, Trican Tire Distributors Inc. (“Trican”), an indirect wholly-owned subsidiary of American Tire Distributors Holdings, Inc. (“Holdings”), and American Tire Distributors, Inc. (“ATDI”), a direct wholly-owned subsidiary of Holdings, entered into a Share Purchase Agreement (the “Purchase Agreement”) with Regional Tire Holdings Inc., a corporation formed under the laws of the Province of Ontario (“Holdco”), Regional Tire Distributors Inc., a corporation formed under the laws of the Province of Ontario and a wholly owned subsidiary of Holdco (“RTD”), and the shareholders of Holdco (“Sellers”), pursuant to which Trican agreed to acquire from Sellers all of the issued and outstanding shares of Holdco (the “Acquisition”). RTD is a wholesale distributor of tires, tire parts, tire accessories and related equipment in the Ontario and Atlantic provinces of Canada.

The closing of the transaction, which is subject to customary conditions, is expected to occur by the end of April 2013 for aggregate cash consideration of approximately $62.5 million (the “Purchase Price”). The Purchase Price is subject to certain post-closing adjustments, including, but not limited to, working capital adjustments. Neither Holdings, Trican nor any of their affiliates have had a material relationship with Sellers, Holdco or RTD other than in respect of the Purchase Agreement.

The Purchase Price is expected to be funded by borrowings under Holdings’ Sixth Amended and Restated Credit Agreement (the “Credit Facility”). On March 21, 2013, Holdings entered into an amendment to the Credit Facility (the “Amendment”) to facilitate the Acquisition. The Amendment is contingent upon the closing of the Acquisition.

Trican, Holdco, RTD and Sellers and their affiliates made customary representations, warranties and covenants in the Purchase Agreement. ATDI’s obligations under the Purchase Agreement are limited to its guarantee of Trican’s payment of the Purchase Price.

This summary of the Purchase Agreement and the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement and the Amendment, which Holdings intends to file as exhibits to its Quarterly Report on Form 10-Q for the period ending March 30, 2013.

On March 28, 2013, Holdings issued a press release announcing the Purchase Agreement. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

See Item 1.01 for a description of the Amendment to the Credit Facility, which is responsive to this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release, dated March 28, 2013

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.

	AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC. (Registrant)
March 28, 2013	By:	/s/ JASON T. YAUDES
		Name:	Jason T. Yaudes
		Title:	Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

Media Inquiries:
Ron Sinclair	David Coburn
American Tire Distributors	Luquire George Andrews, Inc.
(704) 992-2000	(704) 552-6565
rsinclair@atd-us.com	coburn@lgapr.com

AMERICAN TIRE DISTRIBUTORS, INC. EXPANDS ITS PRESENCE IN CANADA

CHARLOTTE, N.C. (March 28, 2013) – American Tire Distributors Holdings Inc. (“ATD”) announced today that an agreement has been reached whereby TriCan Tire Distributors Inc. (“TriCan”), its wholly owned subsidiary, entered into an agreement to purchase all outstanding shares of Regional Tire Distributors Inc. (“RTD Ontario”). ATD expects the transaction to close by the end of April 2013. The acquisition will significantly expand ATD’s presence in the Ontario and Atlantic Provinces of Canada. ATD entered the Canadian market in November 2012 by purchasing TriCan.

RTD Ontario operates five distribution centers in Ontario and four distribution centers in the Atlantic Provinces. The company has grown from two distribution centers in 2008 to its nine distribution centers today. RTD Ontario services approximately 3,100 customers and is based in Burlington, Ontario.

“RTD Ontario has built a very strong presence in the eastern provinces in which they operate,” said William “Bill” Berry, President and Chief Executive Officer of American Tire Distributors. “These nine distribution centers will complement the current TriCan operation, which has a leading market position across the Prairie Provinces and in British Columbia.”

Following the close of the acquisition, ATD will continue to run its Canadian operation as a standalone business unit. Mike Kustra, currently President of RTD Ontario, will assume the role of President over the combined RTD/TriCan operation. Chris Fletcher, currently President of TriCan Tire Distributors, will assume the role of Non-executive Chairman of the combined operation.

ATD and its subsidiaries plan to begin expanding their Canadian distribution centers in 2013 to support a broader product screen offering to customers. ATD and its subsidiaries also plan to add several new distribution centers across Canada by opening Greenfield locations and potentially acquiring other Canadian distributors.

About American Tire Distributors

American Tire Distributors is one of the largest independent suppliers of tires to the replacement tire market. It operates 123 distribution centers, including 15 distribution centers in Canada, serving approximately 70,000 customers across the U.S. and Canada. The company offers an unsurpassed breadth and depth of inventory, frequent delivery and value-added services to tire and automotive service customers. American Tire Distributors employs approximately 3,500 employees across its distribution center network, including approximately 200 employees in Canada.

Cautionary Statement Regarding Forward-Looking Information

This press release contains forward-looking statements relating to our business and financial outlook. These forward-looking statements are not guarantees of future performance or the occurrence of future events, and are based on our current estimates, assumptions, expectations, forecasts and projections. Many factors could cause actual results to differ materially from those indicated.

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