Advance Auto Parts Announces Cash Tender Offer

9/22/20

RALEIGH, N.C.--(BUSINESS WIRE)--Advance Auto Parts, Inc. (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), 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 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 SecuritiesPrincipal Amount OutstandingU.S. Treasury Reference SecurityBloomberg Reference PageFixed Spread
4.50% Notes due 2023 (CUSIP No.: 00751Y AC0)$450,000,0000.125% UST due September 15, 2023FIT125 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 The “Tender Offer Consideration” for each $1,000 principal amount of Notes validly tendered and not validly withdrawn and accepted for purchase pursuant to the Offer to Purchase will be determined in the manner described in the Offer Documents by reference to the fixed spread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.

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.

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