Advance Auto Parts, Inc. (“Advance”) (NYSE: AAP), a leading automotive aftermarket parts provider in North America, announced today the expiration of the previously announced 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 September 22, 2020 (the “Offer to Purchase”), and the related Notice of Guaranteed Delivery attached to the Offer to Purchase (the “Notice of Guaranteed Delivery”). 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.” As of the expiration of the Offer at 5:00 p.m., New York City time, on September 28, 2020 (the “Expiration Date”), $256,327,000, or 56.96%, of the $450,000,000 aggregate principal amount of the Notes had been validly tendered and delivered (and not validly withdrawn), and an additional $100,000 aggregate principal amount of the Notes had been submitted pursuant to the Notice of Guaranteed Delivery and remain subject to the delivery of the underlying Notes. Payment for the Notes tendered through The Depository Trust Company’s Automated Tender Offer Program was made on September 29, 2020 (the “Settlement Date”), and payment for the Notes tendered pursuant to the guaranteed delivery procedures described in the Offer Documents is expected to be made on October 1, 2020.
As previously announced, the “Tender Offer Consideration” will be $1,118.87 for each $1,000 principal amount of the Notes, plus accrued and unpaid interest to, but not including, the Settlement Date, payable on the Settlement Date. For the avoidance of doubt, accrued interest will cease to accrue on the Settlement Date for all Notes accepted for purchase in the Tender Offer, including Notes tendered pursuant to the guaranteed delivery procedures described in the Offer Documents.
The Offer was funded from a portion of the net proceeds from the previously announced issuance and sale by the Company of its 1.750% Notes due 2027.
The Offer was made pursuant to the Offer Documents. J.P. Morgan Securities LLC acted as the dealer manager for the Offer.
This press release does not constitute an offer to buy or a solicitation of an offer to sell any Notes or 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.
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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