Advance Auto Parts, Inc., a leading automotive aftermarket parts provider in North America, announced recently that it has commenced a cash tender offer for any and all of its outstanding 4.50% senior unsecured notes due Dec. 1, 2023, on the terms and subject to the conditions set forth in the Offer to Purchase, dated the date hereof and the related Notice of Guaranteed Delivery attached to the Offer to Purchase. As of Sept. 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.
The Offer will expire at 5:00 p.m., New York City time, on Sept. 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 The “Tender Offer Consideration” for each $1,000 principal amount of Notes validly tendered and not validly withdrawn and accepted for purchase pursuant to the Offer to Purchase will be determined in the manner described in the Offer Documents by reference to the fixed spread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 Sept. 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 Sept. 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Tendered Notes may be withdrawn prior to 5:00 p.m., New York City time, on Sept. 28, 2020.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. 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.
