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: February 17, 2014

(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.

On February 17, 2014, American Tire Distributors, Inc. (“Buyer”), a direct wholly-owned subsidiary of American Tire Distributors Holdings, Inc. (“Holdings”), entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with TTT Holdings, Inc., a Delaware corporation (“Seller”), pursuant to which Buyer agreed to acquire from Seller (the “Acquisition”) all of the outstanding capital stock of Terry’s Tire Town Holdings, Inc., an Ohio corporation (the “Target”). The Target and its subsidiaries are engaged in the business of purchasing, marketing, distributing and selling tires, wheels and related tire and wheel accessories on a wholesale basis to tire dealers, wholesale distributors, retail chains, automotive dealers and others, retreading tires and selling retread and other commercial tires through commercial outlets to end users and selling tires directly to consumers via the internet.

The consummation of the Acquisition, which is subject to customary closing conditions (including expiration or termination of the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended), is expected to occur by the end of Holdings’ first quarter or early in the second quarter of 2014. The Stock Purchase Agreement provides for the payment of aggregate cash consideration of $345.0 million, subject to certain customary pre-closing adjustments (the “Closing Purchase Price”), plus up to $20.0 million in additional consideration contingent upon the occurrence of certain post-closing events (to the extent payable, the “Additional Purchase Price” and, collectively with the Closing Purchase Price, the “Purchase Price.”) The Closing Purchase Price is subject to certain post-closing adjustments, including, but not limited to, working capital adjustments. The Purchase Price is expected to be funded by a combination of the issuance of additional debt (as described below) and other resources available to Buyer, including the existing credit agreement. In connection with the entry into the Stock Purchase Agreement, Buyer entered into a debt financing commitment letter (the “Debt Commitment Letter”) with Bank of America, N.A. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (together, the “Lenders”) on February 17, 2014, pursuant to which the Lenders have committed to arrange and provide a $300.0 million senior secured term loan facility on the terms and subject to the conditions set forth in the Debt Commitment Letter. The Buyer’s obligations under the Stock Purchase Agreement are not conditioned on receipt of financing.

Under the Stock Purchase Agreement, Buyer and Seller made representations, warranties and covenants customary for a transaction of this nature and the Stock Purchase Agreement also provides for customary termination and indemnification provisions. The representations and warranties contained in the Stock Purchase Agreement were made only for purposes of that agreement and as of the specific dates; were solely for the benefit of the parties to the Stock Purchase Agreement; may be subject to limitations agreed upon by the parties, including being qualified by disclosures made for the purposes of allocating contractual risk between the parties to the Stock Purchase Agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations and warranties or any description thereof as characterizations of an actual state of facts or condition of any of the parties to the Stock Purchase Agreement or any of their subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Stock Purchase Agreement, which information may or may not be fully reflected in public disclosures.

On February 19, 2014, Holdings issued a press release announcing the Stock 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.

The information included in Item 1.01 above related to the Debt Commitment Letter is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release, dated February 19, 2014

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)
February 19, 2014	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. REACHES AGREEMENT

TO PURCHASE TERRY’S TIRE TOWN

CHARLOTTE, N.C. (February 19, 2014) – American Tire Distributors, Inc. (“ATD”) announced today that it has executed an agreement to acquire all of the outstanding capital stock of Terry’s Tire Town Holdings, Inc. (“Terry’s”) headquartered in Alliance, Ohio. The acquisition is expected to close in late March or early April.

Founded in 1972 with a single retail store in Alliance, Ohio, Terry’s later moved into the wholesale distribution segment of the business in 1984. Over the years, and facilitated by a 2010 recapitalization led by an investor group organized by Talisman Capital Partners, Terry’s expanded into the mid-Atlantic, Metro New York, New Jersey and New England via Greenfield openings and the acquisitions of Summit Tire and Englewood Tire Wholesale in 2011. Terry’s exited the retail business completely by selling all seven of its retail stores in October 2011. Terry’s Tire Town currently operates 10 distribution centers as well as a commercial tire operation.

“The opportunity for ATD and Terry’s Tire Town to join forces is very positive for the future of both companies and for our customers,” said William “Bill” Berry, President and Chief Executive Officer of American Tire Distributors. “After the transaction closes, we will be able to offer all the services and programs customers enjoy today, plus much more,” Mr. Berry added.

Although ATD is a leading replacement tire and wheel distributor, they have only recently opened in the New Jersey, Long Island and New England markets via Greenfield openings over the past two years. By combining with Terry’s Tire Town, ATD will enhance its ability to service tire and automotive service retailers in these U.S. markets.

About American Tire Distributors

American Tire Distributors is one of the largest independent suppliers of tires to the North American replacement tire market. It operates 152 distribution centers, including 28 distribution centers in Canada, serving approximately 72,000 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 3,800 employees across its distribution center network, including approximately 400 employees in Canada.

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