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withdrawn and accepted for purchase pursuant to the Offer to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.
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
Advance’s 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 Advance’s 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 Advance’s industry, demand for Advance's
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 Advance's 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20200922005618/en/
Investor Relations Contact: Elisabeth Eisleben T: (919)
227-5466 E: invrelations@advanceautoparts.com
Media Contact: Darryl Carr T: (984) 389-7207 E:
AAPCommunications@advance-auto.com
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