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

December 15, 2021

Date of Report (date of earliest event reported)

GENUINE PARTS COMPANY

(Exact name of registrant as specified in its charter)

GA		001-05690	58-0254510
(State or other jurisdiction of incorporation or organization)		(Commission File Number)	(I.R.S. Employer Identification No.)
2999 WILDWOOD PARKWAY,
ATLANTA,	GA		30339
(Address of principal executive offices)			(Zip Code)

(678) 934-5000

(Registrant's telephone number, including area code)

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 (see General Instruction A.2. below):

☐ 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 CF.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
Common Stock, $1.00 par value per share	GPC	New York Stock Exchange

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 1.01 Entry Into A Material Definitive Agreement

On December 15, 2021, Genuine Parts Company (the “Company”), and its wholly-owned subsidiary, Motion Industries, Inc. (“Buyer”), entered into an interest purchase agreement (the “Purchase Agreement”) with Ruby Topco LLC, a Delaware limited liability company (“Seller”) and Ruby Holdings II, LLC, a Delaware limited liability company (“Ruby Holdings”), pursuant to which Buyer will acquire 100% of the limited liability company interests of Ruby Holdings (the “Acquisition”) for a purchase price of $1.3 billion in cash, subject to customary adjustments at closing for cash, working capital, indebtedness and transaction expenses. Ruby Holdings operates Kaman Distribution Group (“Kaman”), a power transmission, automation and fluid power industrial distributor and solutions provider with operations throughout the U.S., providing electro-mechanical products, bearings, power transmission, motion control and electrical and fluid power components to MRO and OEM customers. Headquartered in Bloomfield, CT, Kaman’s 1,700 employees serve more than 50,000 customers.

The Acquisition is expected to close during the first quarter of 2022, subject to customary closing conditions. The Purchase Agreement includes customary representations, warranties and covenants of the Company, Buyer, Seller and Ruby Holdings.

Item 7.01 Regulation FD Disclosure

On December 16, 2021, the Company issued a press release announcing the Acquisition. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

The information disclosed under this Item 7.01 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press Release, dated December 16, 2021
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

	Genuine Parts Company
December 16, 2021	By:	/s/ Carol B. Yancey
		Name: Carol B. Yancey
		Title: Executive Vice President and CFO

EX-99.1

www.genpt.com

News Release

December 16, 2021

FOR IMMEDIATE RELEASE

Genuine Parts Company Enters Definitive Agreement to Acquire

Kaman Distribution Group

Strategic and Highly Synergistic Transaction Creates a Premier Leader in Industrial Solutions

Significantly Enhances Scale and Strengthens Market-Leading Position

Creates Opportunities for Accelerated Organic Growth and Margin Expansion

Company to Host Conference Call Today at 8:30 a.m. EDT

ATLANTA, GA -- Genuine Parts Company (NYSE: GPC) (“GPC”), a leading distributor of automotive and industrial replacement parts, announced today that it has entered into a definitive agreement under which its wholly-owned subsidiary, Motion Industries, Inc. (“Motion”) will acquire Kaman Distribution Group (“KDG”) from private investment firm Littlejohn & Co., LLC. The acquisition is valued at a total purchase price of approximately $1.3 billion in cash. The transaction is expected to close in the first quarter of 2022, subject to the satisfaction of customary closing conditions. The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 has expired.

“We are excited to announce this strategic investment in our Industrial business,” said Paul Donahue, Chairman and Chief Executive Officer of GPC. “Motion’s highly synergistic acquisition of KDG significantly enhances our scale and further strengthens our market-leading position. In addition, this combination creates opportunities for accelerated long-term growth, profitability and cash flow. Our Motion team, led by Randy Breaux, is eager to bring together the world-class talent and industrial expertise of these two organizations to build an even stronger business. We look forward to extending our leadership position and creating significant shareholder value together as a premier leader in industrial solutions.”

Established in 1971, KDG is a power transmission, automation and fluid power industrial distributor and solutions provider with operations throughout the U.S., providing electro-mechanical products, bearings, power transmission, motion control and electrical and fluid power components to MRO and OEM customers. Headquartered in Bloomfield, CT, KDG’s 1,700 employees serve more than 50,000 customers.

KDG is expected to generate approximately $1.1 billion of revenue in 2022. Additionally, GPC expects the acquisition to be accretive to its adjusted earnings in the first year after closing. Other transaction highlights include:

•$50M+ annual run-rate synergies, expected to be achieved over three years

•Anticipated leverage at closing of ~2x, within range of GPC targeted levels

•Funded at closing via existing revolver and accounts receivable sales agreement

•Expected to maintain liquidity in excess of $2 billion

Ben Mondics, President and Chief Executive Officer of KDG, stated, “Motion is a nationally recognized brand and a market leader in industrial distribution. We are very pleased to combine our two great businesses and leverage our collective resources and expertise to accelerate profitable growth. We appreciate the exceptional efforts of our employees who make our company so great, and we are confident Motion is the natural partner for continued long-term success.”

Advisors

Greenhill & Co., LLC is acting as financial advisor to GPC and King & Spalding is acting as legal counsel. Baird is serving as financial advisor to KDG and Gibson, Dunn & Crutcher LLP is serving as legal counsel.

Conference Call

GPC will hold a conference call today at 8:30 a.m. EDT to discuss today’s announcement. Presentation materials will be available before the start of the call. Interested parties may listen to the call and access the presentation on the Company’s website. The call is also available by dialing 877-407-0789, conference ID 13725692. A replay will also be available on the Company’s website or at 844-512-2921, conference ID 13725692, two hours after the completion of the call.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains “forward-looking statements” that are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements in the future tense and all statements accompanied by words such as “opportunities,” “expected,” “estimated,” “anticipated,” “look forward,” “position,” “will,” or similar expressions are intended to identify such forward-looking statements. These forward-looking statements include statements regarding the acquisition of KDG by GPC’s wholly-owned subsidiary, Motion, including those relating to the revenue expected to be generated by KDG in 2022; the expectation that the transaction will be accretive to GPC’s adjusted earnings in the first year after closing; the annual run-rate synergies expected to be achieved by the transaction; GPC’s anticipated leverage and liquidity levels following the closing of the transaction, including its ability to secure permanent financing (and the amount thereof); and Motion’s plans, objectives, expectations, projections and intentions, particularly with respect to opportunities for long-term growth, profitability, cash flow and creating significant shareholder value following the transaction; and other statements relating to the transaction that are not historical facts. Forward-looking statements are based on information currently available to GPC and involve estimates, expectations and projections. Investors are cautioned that all such forward-looking statements are subject to risks and uncertainties, and important factors could cause actual events or results to differ materially from those indicated by such forward-looking statements. With respect to the proposed acquisition, these risks, uncertainties and factors include, but are not limited to: the risk that GPC may not be able to procure permanent financing relating to the acquisition on favorable terms, if at all; the risk that KDG will not be integrated successfully; the risk that the cost savings, synergies and growth from the acquisition may not be fully realized or may take longer to realize than expected; the diversion of management time on transaction-related issues; and the risk that costs associated with the integration of the businesses are higher than anticipated.

Additional information regarding other risks and uncertainties that may impact GPC and its operations are also contained in GPC’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the Securities and Exchange Commission.

Many of these risks, uncertainties and assumptions are beyond GPC’s ability to control or predict. Because of these risks, uncertainties and assumptions, actual results may vary materially, and you should not place undue reliance on these forward-looking statements. Furthermore, forward-looking statements speak only as of the information currently available to the parties on the date they are made, and GPC does not undertake any obligation to update publicly or revise any forward-looking statements to reflect events or circumstances that may arise after the date of such communication, except as required by law.

About Genuine Parts Company

Founded in 1928, Genuine Parts Company is a global service organization engaged in the distribution of automotive and industrial replacement parts. The Company's Automotive Parts Group distributes automotive replacement parts in the U.S., Canada, Mexico, Australasia, France, the United Kingdom, Ireland, Germany, Poland, the Netherlands and Belgium. The Company's Industrial Parts Group distributes industrial replacement parts in the U.S., Canada, Mexico and Australasia. In total, the Company serves its global customers from an extensive network of more than 10,000 locations in 15 countries. Genuine Parts Company had 2020 revenues of $16.5 billion. Further information is available at www.genpt.com.

About Motion

With annual sales of over $6 billion, Motion is a leading industrial distributor of more than 10 million items, including, bearings; mechanical power transmission products; electrical and industrial automation components; hose, belting, and gaskets; hydraulic and pneumatic components; process pumps; industrial and safety products; seals and accessories; and material handling products and solutions. To increase customers’ productivity, the Company offers many valued-added services, including engineering, fabrication, repair, and Industry 4.0 solutions across these product groups. In addition, Mi Automation Solutions and Mi Conveyance Solutions were formed to offer a wide range of specialized, related products and innovative solutions for many applications.

Motion North America has over 500 locations, including 16 distribution centers, and Mi Asia Pacific has nearly 200 locations, including eight distribution centers in Australasia. With approximately 9,000 employees, Motion serves more than 170,000 customers in the equipment and machinery, food and beverage, pulp and paper, iron and steel, chemical, mining and aggregate, petrochemical, automotive, semiconductor, wood and lumber, medical and pharmaceutical industries.

Motion is a wholly owned subsidiary of Genuine Parts Company (NYSE: GPC). Visit our website at www.Motion.com.

About Kaman Distribution Group

Headquartered in Bloomfield, Connecticut, KDG is a leading national distributor of highly engineered products and provider of related services with approximately 220 locations across the United States and Puerto Rico. Established in 1971, KDG’s technical salesforce has been servicing

its customers for over 50 years, providing components and systems for a broad range of applications, along with value-added automation, engineering and integration services. For more information about KDG, visit ec.kamandirect.com/storeus/kamandistribution.

About Littlejohn & Co., LLC

Littlejohn & Co., LLC is a Greenwich, Connecticut-based investment firm focused on private equity and debt investments primarily in middle market companies. With approximately $14 billion of regulatory assets under management, the firm seeks to build sustainable success for its portfolio companies through a disciplined approach to engineering change. For more information about Littlejohn, visit www.littlejohnllc.com.

GPC Investor contact:	GPC Media contact:
Sid Jones 678.934.5628	Heather Ross 678.934.5220
Senior Vice President, Investor Relations	Senior Director, Strategic Communications

Source: Genuine Parts Company

XML

Document and Entity Information	Dec. 15, 2021
Cover [Abstract]
Entity Central Index Key	0000040987
Amendment Flag	false
Document Type	8-K
Document Period End Date	Dec. 15, 2021
Entity File Number	001-05690
Entity Registrant Name	GENUINE PARTS CO
Entity Incorporation, State or Country Code	GA
Entity Tax Identification Number	58-0254510
Entity Address, Address Line One	2999 WILDWOOD PARKWAY,
Entity Address, Postal Zip Code	30339
Entity Address, City or Town	ATLANTA,
Entity Address, State or Province	GA
City Area Code	678
Local Phone Number	934-5000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $1.00 par value per share
Trading Symbol	GPC
Security Exchange Name	NYSE
Entity Emerging Growth	false