Bond Advance Auto Parts Inc 4.5% ( US00751YAB20 ) in USD

Advance Auto Parts Inc

100 % ▼

United States

US00751YAB20 ( in USD )

4.5% per year ( payment 2 times a year)

14/01/2022 - Bond has expired

Prospectus brochure of the bond Advance Auto Parts Inc US00751YAB20 in USD 4.5%, expired

2 000 USD

300 000 000 USD

00751YAB2

BBB- ( Lower medium grade - Investment-grade )

The Bond issued by Advance Auto Parts Inc ( United States ) , in USD, with the ISIN code US00751YAB20, pays a coupon of 4.5% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/01/2022

The Bond issued by Advance Auto Parts Inc ( United States ) , in USD, with the ISIN code US00751YAB20, was rated NR by Moody's credit rating agency.

The Bond issued by Advance Auto Parts Inc ( United States ) , in USD, with the ISIN code US00751YAB20, was rated BBB- ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/1061890/000119312512010601...
424B2 1 d261622d424b2.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed pursuant to Rule 424(b)(2)
File No. 333-166291
CALCULATION OF REGISTRATION FEE

Proposed maximum
Title of each class of securities
Amount to be
offering price
Maximum aggregate
Amount of
to be registered

registered

per unit

offering price
registration fee(1)(2)
4.500% Notes due 2022

$300,000,000
$99.968

$299,904,000
$34,369
Guarantees of 4.500% Notes due 2022

--

--

--

--

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
(2) Pursuant to Rule 457(n) of the Securities Act, no separate fee is payable with respect to guarantees of the notes being registered.
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Prospectus Supplement
(To Prospectus dated April 26, 2010)
We are offering $300,000,000 aggregate principal amount of notes. The notes will bear interest at the rate of 4.500% per year.
Interest will be payable semi-annually on January 15 and July 15 of each year, commencing on July 15, 2012. The notes will mature
on January 15, 2022. We may redeem some or all of the notes at any time or from time to time before maturity at the applicable
"redemption price" discussed under the caption "Description of Notes--Optional Redemption." If a change of control triggering
event, as described herein, occurs, unless we have exercised our option to redeem the notes, holders of the notes may require us to
offer to repurchase the notes at the price described in this prospectus supplement under the caption "Description of Notes--Change of
Control."
The notes will be our senior unsecured obligations and will rank equally in right of payment with all of our other unsecured and
unsubordinated indebtedness from time to time outstanding. The notes will be effectively subordinated to any of our existing and
future secured indebtedness to the extent of the value of the collateral securing such indebtedness.
The notes initially will be guaranteed on a senior unsecured basis by certain of our domestic subsidiaries as described in this
prospectus supplement under the caption "Description of Notes--Subsidiary Guarantees."
We do not intend to apply for listing of the notes on any securities exchange or for inclusion of the notes in any automated dealer
quotation system. Currently, there is no public market for the notes.
Investing in our notes involves risk. Please see the section entitled "Risk Factors" beginning on page 10 of our Annual
Report on Form 10-K for the year ended January 1, 2011 and in this prospectus supplement beginning on page S-7 and the
accompanying prospectus beginning on page 4.

Per
Note
Total
Public offering price (1)

99.968%

$ 299,904,000
Underwriting discount

0.650%

$ 1,950,000
Proceeds, before expenses, to us

99.318%

$297,954,000
(1) Plus accrued interest, if any, from January 17, 2012, if settlement occurs after such date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of
these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any
representation to the contrary is a criminal offense.
The underwriters expect to distribute the notes in book-entry form through the facilities of The Depository Trust Company and
its direct and indirect participants, including Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme, on or about
January 17, 2012.

Joint Book-Running Managers

BofA Merrill Lynch

J.P. Morgan
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SunTrust Robinson Humphrey

Wells Fargo Securities

Co-Managers

BB&T Capital Markets

US Bancorp

HSBC

January 11, 2012

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Page
Prospectus Supplement

ABOUT THIS PROSPECTUS SUPPLEMENT
ii

PROSPECTUS SUPPLEMENT SUMMARY
S-1

RISK FACTORS
S-7

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
S-11
USE OF PROCEEDS
S-12
RATIO OF EARNINGS TO FIXED CHARGES
S-13
CAPITALIZATION
S-13
DESCRIPTION OF NOTES
S-14
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
S-33
UNDERWRITING (INCLUDING CONFLICTS OF INTEREST)
S-38
LEGAL MATTERS
S-42
EXPERTS
S-42
WHERE YOU CAN FIND MORE INFORMATION
S-42
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
S-42
Prospectus

About this prospectus
2

Special Note Regarding Forward-Looking Statements
3

Our Company
3

Risk Factors
4

Ratio Of Earnings To Fixed Charges
4

Use Of Proceeds
4

Description Of Debt Securities And Guarantees
4

Plan Of Distribution
14

Legal Matters
15

Experts
15

Where You Can Find More Information
16

Incorporation Of Certain Documents By Reference
16

You should rely only on the information contained in or incorporated by reference into this prospectus supplement and the
accompanying prospectus. We and the underwriters have not authorized anyone to provide you with different information. If
anyone provides you with different or inconsistent information, you should not rely on it. The information in this prospectus
supplement, the accompanying prospectus, any free writing prospectus and the documents incorporated by reference herein
and therein is accurate only as of their respective dates.
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ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement and the accompanying prospectus are each part of an automatic shelf registration statement on Form
S-3 that we filed with the Securities and Exchange Commission, or the SEC, as a "well-known seasoned issuer" as defined in Rule
405 of the Securities Act of 1933, as amended, or the Securities Act. Under the shelf registration process, we may from time to time,
offer and sell to the public any or all of the securities described in the registration statement in one or more offerings. This document
is in two parts. The first part, which is this prospectus supplement, describes the specific terms of this offering and other matters
relating to us and the notes we are offering. The second part, which is the accompanying prospectus, gives more general information
about securities we may offer from time to time, some of which may not apply to the notes offered by this prospectus supplement.
Generally when we refer to the "prospectus," we are referring to both parts combined. To the extent there is a conflict between the
information contained in this prospectus supplement, on the one hand, and the information contained in the accompanying prospectus
or any document incorporated by reference therein, on the other hand, you should rely on the information contained in this prospectus
supplement.
We and the underwriters have not authorized any dealer, salesman or other person to give any information or to make any
representation other than those contained or incorporated by reference in this prospectus supplement and the accompanying
prospectus. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus
supplement or the accompanying prospectus. This prospectus supplement and the accompanying prospectus do not constitute an offer
to sell or the solicitation of an offer to buy our securities, nor do this prospectus supplement and the accompanying prospectus
constitute an offer to sell or the solicitation of an offer to buy our securities in any jurisdiction to any person to whom it is unlawful to
make such offer or solicitation in such jurisdiction. You should not assume that the information contained in this prospectus
supplement and the accompanying prospectus is accurate on any date subsequent to the date set forth on the front of the document or
that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by
reference, even though this prospectus supplement and the accompanying prospectus is delivered or the notes offered hereby are sold
on a later date.
Information that we file with the SEC subsequent to the date on the cover of this prospectus supplement will automatically
update and supersede the information contained in this prospectus supplement and the accompanying prospectus. We incorporate by
reference the documents listed in the "Incorporation of Certain Documents by Reference" section included elsewhere herein and any
future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or the
Exchange Act, other than any portions of the respective filings that were furnished under applicable SEC rules, until we issue all of
the securities offered pursuant to this prospectus supplement and the accompanying prospectus.
Unless otherwise indicated, the terms "Issuer" and "Advance" refers solely to Advance Auto Parts, Inc. and "we," "us" and
"our" refer to Advance Auto Parts, Inc. and its consolidated subsidiaries. Our fiscal year consists of 52 or 53 weeks ending on the
Saturday nearest to December 31. All fiscal years presented are 52 weeks, with the exception of fiscal 2008 which consisted of 53
weeks.

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PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights material information contained elsewhere in this prospectus supplement, the accompanying
prospectus and the documents incorporated by reference in the prospectus but does not contain all of the information you
need to consider in making your decision to invest in the notes. This summary is qualified in its entirety by the more detailed
information and consolidated financial statements and notes thereto included in this prospectus supplement, the
accompanying prospectus and the documents incorporated by reference herein and therein. You should read carefully this
entire prospectus supplement and the accompanying prospectus and should consider, among other things, the matters set forth
in the section entitled "Risk Factors" before deciding to invest in the notes.
Our Company
We are a leading specialty retailer of automotive aftermarket parts, accessories, batteries and maintenance items primarily
operating within the United States. Our stores carry an extensive product line for cars, vans, sport utility vehicles and light trucks.
We serve both "do-it-yourself," or DIY, and "do-it-for-me," or Commercial, customers. Our Commercial customers consist
primarily of delivery customers for whom we deliver product from our store locations to our Commercial customers' places of
business, including independent garages, service stations and auto dealers. At October 8, 2011, we operated a total of 3,645
stores.
We operate in two reportable segments: Advance Auto Parts, or AAP, and Autopart International, Inc., or AI. The AAP
segment is comprised of our store operations within the Northeastern, Southeastern and Midwestern regions of the United States,
Puerto Rico and the Virgin Islands which operate under the trade names "Advance Auto Parts," "Advance Discount Auto Parts"
and "Western Auto." At October 8, 2011, we operated 3,442 stores in the AAP segment. Our AAP stores offer a broad selection
of brand name and proprietary automotive replacement parts, batteries, accessories and maintenance items for domestic and
imported cars and light trucks. The AAP segment also includes our e-commerce operations. We provide our customers online
shopping at www.AdvanceAutoParts.com and access to much of the same product carried in our stores as well as other product
offerings and services. Our DIY customers can pick up online orders at a conveniently located store or have their purchases
shipped directly to their home or business. Our website provides our Commercial customers an opportunity to conveniently place
their orders online.
At October 8, 2011, we operated 203 stores in the AI segment under the "Autopart International" trade name. AI primarily
serves the Commercial market, with an emphasis on parts for imported cars, from its store locations in the Northeastern and
Mid-Atlantic regions of the United States and Florida. In addition, its North American Sales Division services warehouse
distributors and jobbers throughout North America.
Risks Facing our Company
Our business is subject to numerous risks. You should consider carefully the information set forth in the section entitled
"Risk Factors" beginning on page S-7 of this prospectus supplement and all other information contained in or incorporated by
reference into this prospectus supplement and the accompanying prospectus before investing in the notes.
Advance is a Delaware corporation and the address of its principal executive offices is 5008 Airport Road, Roanoke,
Virginia 24012. Our telephone number is (540) 362-4911 and our website is www.AdvanceAutoParts.com. Please note that any
references to www.AdvanceAutoParts.com in this prospectus supplement or the accompanying prospectus are inactive textual
references only and that the information on our website is neither incorporated by reference into this prospectus supplement or the
accompanying prospectus nor intended to be used in connection with this offering.

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The Offering

Issuer
Advance Auto Parts, Inc.

Securities Offered
$300,000,000 aggregate principal amount of 4.500% Notes due 2022.

Maturity
The notes will mature on January 15, 2022.

Interest Rate
The notes will bear interest at a rate of 4.500% per year.

Interest Payment Dates
Interest on the notes will be payable on January 15 and July 15 of each year,
commencing on July 15, 2012. Interest will accrue from the issue date of the
notes.

Guarantors
The notes initially will be fully and unconditionally guaranteed, jointly and
severally, on an unsubordinated and unsecured basis by certain of our domestic
subsidiaries. We will be permitted to release guarantees without the consent of
holders of the notes under the circumstances described in "Description of
Notes--Subsidiary Guarantees."

Optional Redemption
The notes may be redeemed in whole at any time or in part from time to time
prior to October 15, 2021 (three months prior to the maturity date of the notes),
at our option, at the redemption price described under the heading "Description
of Notes--Optional Redemption" in this prospectus supplement, plus any
accrued and unpaid interest on the notes being redeemed to the redemption date.
The notes may be redeemed in whole at any time or in part from time to time on
or after October 15, 2021 (three months prior to the maturity date of the notes),
at our option, at a redemption price equal to 100% of the principal amount of the
notes being redeemed, plus any accrued and unpaid interest on the notes being
redeemed to the redemption date.

Change of Control Offer
In the event of a Change of Control Triggering Event as described herein, we
will be required to offer to repurchase the notes at a price equal to 101% of the
principal amount thereof, plus accrued and unpaid interest to the repurchase
date. See "Description of Notes--Change of Control."

Ranking
The notes will be:

· unsubordinated and unsecured obligations of Advance,

· effectively subordinated to any of our secured indebtedness to the extent of

the value of the assets securing such indebtedness,

· structurally subordinated to any indebtedness of any of our subsidiaries that

do not guarantee the notes,

· pari passu with all our existing and future unsubordinated indebtedness, and

· senior in right of payment to all our existing and future subordinated

indebtedness.

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With respect to each subsidiary guarantor, the subsidiary guarantee will be:

· an unsubordinated and unsecured obligation of such subsidiary guarantor,

· effectively subordinated to any secured indebtedness of such subsidiary

guarantor to the extent of the value of the assets securing such indebtedness,

· structurally subordinated to any indebtedness of any subsidiaries of such

subsidiary guarantor that do not guarantee the notes,

· pari passu with such subsidiary guarantor's existing and future

unsubordinated indebtedness, and

· senior in right of payment to such subsidiary guarantor's existing and future

subordinated indebtedness.

As of October 8, 2011, after giving effect to this offering and the application of
the net proceeds thereof as described under "Use of Proceeds" in this
prospectus supplement as well as the guarantee by the subsidiary guarantors of
our $750 million unsecured five-year revolving credit facility, or revolving
credit facility, with our wholly-owned subsidiary, Advance Stores Company,
Incorporated, or Stores, serving as the borrower, our total outstanding
consolidated debt, including our subsidiaries but excluding unused
commitments, was approximately $601.1 million, approximately $299.9 million
of which represents the notes and approximately $301.2 million of which
represents Advance's other indebtedness.

As of October 8, 2011, after giving effect to this offering and the application of
the net proceeds thereof as described under "Use of Proceeds" in this
prospectus supplement as well as the guarantee by the subsidiary guarantors of
our revolving credit facility, our subsidiary guarantors had debt outstanding of
approximately $2.3 million, excluding the guarantee of the notes and unused
commitments.

Covenants
The indenture contains covenants that, among other things, restrict our ability to:

· incur debt secured by liens; and

· enter into sale and leaseback transactions.

These covenants are, however, subject to significant exceptions. See
"Description of Notes--Certain Covenants."

Further Issues of Notes
We may, from time to time, without notice to or the consent of the holders of the
notes, issue additional notes and create and issue additional series of debt
securities having the same terms as and ranking equally and ratably with the
notes in all respects, as described under "Description of Notes--Further
Issuances of Notes."

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Form and Denomination
The notes will be issued only in registered form without coupons in minimum
denominations of $2,000 and only integral multiples of $1,000 above that
amount.

Book-Entry Form
The notes will be issued in book-entry form and will be represented by
permanent global certificates deposited with, or on behalf of, The Depository
Trust Company, or DTC, and registered in the name of Cede & Co., DTC's
nominee. Beneficial interests in the notes will be shown on, and transfers will
be effected only through, records maintained by DTC or its nominee; and these
interests may not be exchanged for certificated notes, except in limited
circumstances. See "Description of Notes--Book-Entry Procedures."

Use of Proceeds
We intend to use the net proceeds from this offering to repay indebtedness,
which may include the repayment of amounts outstanding under our revolving
credit facility, and for general corporate purposes. For more information, see
"Use of Proceeds" in this prospectus supplement.

Conflicts of Interest
We intend to use the net proceeds of this offering to repay indebtedness owed by
us under our revolving credit facility and for general corporate purposes.
Affiliates of certain of the underwriters who are lenders under the revolving
credit facility may receive 5% or more of the proceeds from this offering.
Because the notes are "investment grade" rated as defined in Rule 5121 of the
Financial Industry Regulatory Authority, Inc., or FINRA, a qualified independent
underwriter is not required. However, no underwriter having a conflict of
interest under FINRA Rule 5121 will confirm sales to any account over which
the underwriter exercises discretionary authority without the specific written
approval of the accountholder. Accordingly, this offering is being made in
compliance with the requirements of FINRA Rule 5121. See "Use of Proceeds"
and "Underwriting--Conflicts of Interest" in this prospectus supplement.

No Listing
We do not intend to list the notes on any securities exchange.

Trustee
Wells Fargo Bank, National Association.

Risk Factors
You should carefully consider all of the information in this prospectus
supplement and the accompanying prospectus. See "Risk Factors" in this
prospectus supplement, and Part I, Item 1A, "Risk Factors" in our Annual
Report on Form 10-K for the fiscal year ended January 1, 2011, which is
incorporated herein by reference. See also "Special Note Regarding Forward-
Looking Statements" in this prospectus supplement.
For a complete description of the terms of the notes, see "Description of Notes."

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Summary Historical Consolidated Financial and Other Data
The following table sets forth our summary historical consolidated statement of operations, balance sheet and other
operating data. Included in this table are key metrics and operating results used to measure our financial progress. The summary
historical consolidated financial and other data at January 1, 2011 and January 2, 2010 and for the three years ended January 1,
2011 have been derived from our audited consolidated financial statements and the related notes included in our Annual Report
on Form 10-K for the fiscal year ended January 1, 2011 filed with the SEC on March 1, 2011, which is incorporated herein by
reference. The summary historical consolidated financial and other data at January 3, 2009, December 29, 2007 and
December 30, 2006 and for the years ended December 29, 2007 and December 30, 2006 have been derived from our audited
consolidated financial statements and the related notes which are not incorporated herein by reference. The summary historical
consolidated financial and other data at October 8, 2011 and October 9, 2010 and for the forty weeks ended October 8, 2011 and
October 9, 2010 have been derived from our unaudited consolidated financial statements and the related notes included in our
Quarterly Report on Form 10-Q for the quarterly period ended October 8, 2011 filed with the SEC on November 16, 2011, which
is incorporated herein by reference. You should read this data along with "Management's Discussion and Analysis of Financial
Condition and Results of Operations," and our consolidated financial statements which are included in our Annual Report on
Form 10-K for the fiscal year ended January 1, 2011 and our Quarterly Report on Form 10-Q for the quarterly period ended
October 8, 2011.

Forty Weeks Ended
Fiscal Year (1)

Q3
Q3

2011
2010
2010
2009
2008
2007
2006

(in thousands, except per share data, store data and ratios)

Statement of Operations Data:

Net sales
$4,842,890 $4,655,073 $5,925,203 $5,412,623 $5,142,255 $4,844,404 $4,616,503
Cost of sales (2)
2,424,338 2,321,243 2,963,888 2,768,397 2,743,131 2,585,665 2,472,203

Gross profit
2,418,552 2,333,830 2,961,315 2,644,226 2,399,124 2,258,739 2,144,300
Sel ing, general and administrative expenses
1,865,828 1,832,834 2,376,382 2,189,841 1,984,197 1,842,310 1,740,950

Operating income
552,724 500,996 584,933 454,385 414,927 416,429 403,350
Interest
expense
(25,876) (20,134) (26,861) (23,337) (33,729) (34,809) (35,992)
Gain on extinguishment of debt

--
--
--
--
--
--
986
Other income (expense), net

(771)
(1,471)
(1,017)
607
(506)
1,014
1,571

Income before provision for income taxes
526,077 479,391 557,055 431,655 380,692 382,634 369,915
Income tax expense
197,834 181,451 211,002 161,282 142,654 144,317 138,597

Net income
328,243 297,940 346,053 270,373 238,038 238,317 231,318

Per Share Data:

Net income per basic share
$
4.27 $
3.41 $
4.00 $
2.85 $
2.51 $
2.29 $
2.18
Net income per diluted share
$
4.19 $
3.37 $
3.95 $
2.83 $
2.49 $
2.28 $
2.16
Cash dividends declared per basic share
$
0.18 $
0.18 $
0.24 $
0.24 $
0.24 $
0.24 $
0.24
Weighted average basic shares outstanding

76,595
87,011
86,082
94,459
94,655 103,826 106,129
Weighted average diluted shares outstanding

78,058
87,953
87,155
95,113
95,205 104,637 107,124
Cash flows provided by (used in):

Operating activities
$ 610,982 $ 596,494 $ 666,159 $ 699,690 $ 478,739 $ 410,542 $ 333,604
Investing
activities
(224,561) (146,961) (199,350) (185,539) (181,609) (202,143) (258,642)
Financing
activities
(379,701) (355,049) (507,618) (451,491) (274,426) (204,873) (104,617)
Balance Sheet and Other Financial Data:

Cash and cash equivalents
$ 65,929 $ 194,502 $ 59,209 $ 100,018 $ 37,358 $ 14,654 $
11,128
Inventory
$2,109,721 $1,839,498 $1,863,870 $1,631,867 $1,623,088 $1,529,469 $1,463,340
Inventory turnover (3)(12)

1.55
1.67
1.70
1.70
1.74
1.73
1.75
Inventory per store (4)
$
579 $
520 $
523 $
477 $
482 $
469 $
475
Accounts payable to inventory ratio (5)

75.2%
71.0%
71.0%
61.2%
57.2%
55.1%
53.2%
Net working capital (6)
$ 268,494 $ 373,798 $ 276,222 $ 421,591 $ 442,632 $ 456,897 $ 498,553
Capital expenditures
$ 207,505 $ 147,158 $ 199,585 $ 192,934 $ 184,986 $ 210,600 $ 258,586
Total assets
$3,678,068 $3,394,325 $3,354,217 $3,072,963 $2,964,065 $2,805,566 $2,682,681
Total debt
$ 600,387 $ 302,219 $ 301,824 $ 204,271 $ 456,164 $ 505,672 $ 477,240
Total net debt (7)
$ 534,457 $ 102,809 $ 252,171 $ 113,781 $ 439,394 $ 521,018 $ 500,318
Total stockholders' equity
$ 777,626 $1,142,038 $1,039,374 $1,282,365 $1,075,166 $1,023,795 $1,030,854

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