Obligation Advance Auto Parts Inc 4.5% ( US00751YAC03 ) en USD

Advance Auto Parts Inc

100 % ▼

Etats-unis

US00751YAC03 ( en USD )

4.5% par an ( paiement semestriel )

30/11/2023 - Obligation échue

Prospectus brochure de l'obligation Advance Auto Parts Inc US00751YAC03 en USD 4.5%, échue

2 000 USD

450 000 000 USD

00751YAC0

BBB- ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

L'Obligation émise par Advance Auto Parts Inc ( Etats-unis ) , en USD, avec le code ISIN US00751YAC03, paye un coupon de 4.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/11/2023

L'Obligation émise par Advance Auto Parts Inc ( Etats-unis ) , en USD, avec le code ISIN US00751YAC03, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Advance Auto Parts Inc ( Etats-unis ) , en USD, avec le code ISIN US00751YAC03, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-192526
CALCULATION OF REGISTRATION FEE

Amount to be
Amount of
Title of each class of securities to be registered

registered

Offering price

registration fee
4.500% Senior Notes Due 2023

$450,000,000
$448,605,000
$57,780.32
Guarantees Related to the Senior Notes(1)

N/A
N/A
N/A
(1) Pursuant to Rule 457(n) under the Securities Act, no additional registration fee is payable with respect to the guarantees.
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Prospectus Supplement
(To Prospectus dated November 25, 2013)

4.500% Notes due 2023
We are offering $450,000,000 aggregate principal amount of notes. The notes are being issued as part of the financing of the Acquisition (as
defined herein) of General Parts International, Inc. In the event the Acquisition is not consummated on or prior to April 15, 2014 or the Merger
Agreement (as defined herein) is terminated at any time prior thereto, at our option, the notes wil be subject to a special optional redemption. The
special optional redemption price wil be equal to 101% of the principal amount of the notes, plus accrued and unpaid interest from the issue date
of the notes or the most recent interest payment date for the notes, as applicable, up to, but not including, the date of such special optional
redemption. See "Description of Notes--Special Optional Redemption."
The notes will bear interest at the rate of 4.500% per year. Interest will be payable semi-annually on June 1 and December 1 of each year,
commencing on June 1, 2014. The notes will mature on December 1, 2023. 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 wil rank equally in right of payment with all of our other unsecured and
unsubordinated indebtedness from time to time outstanding, including our New Credit Facilities (as defined herein). 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 initial y wil 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." The same domestic subsidiaries will also guarantee our obligations
under the New Credit Facilities.
The notes are a new issue of securities with no established trading market. 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.
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 December 29, 2012 and in this prospectus supplement
beginning on page S-10 and the accompanying prospectus beginning on page 5.

Per Note
Total

Public offering price(1)

99.690%
$448,605,000
Underwriting discount

0.650%
$ 2,925,000
Proceeds, before expenses, to us

99.040%
$445,680,000

(1) Plus accrued interest, if any, from December 3, 2013, 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 December 3, 2013.
Joint Book-Running Managers

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BofA Merrill Lynch
J.P. Morgan
SunTrust Robinson Humphrey

Wells Fargo Securities

Co-Managers

HSBC

US Bancorp
BB&T Capital Markets
Deutsche Bank Securities

PNC

TD Securities
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TABLE OF CONTENTS

Page
Prospectus Supplement

ABOUT THIS PROSPECTUS SUPPLEMENT

ii
PROSPECTUS SUPPLEMENT SUMMARY
S-1
RISK FACTORS
S-10
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
S-17
USE OF PROCEEDS
S-19
RATIO OF EARNINGS TO FIXED CHARGES
S-20
CAPITALIZATION
S-21
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
S-22
DESCRIPTION OF CERTAIN INDEBTEDNESS
S-32
DESCRIPTION OF NOTES
S-34
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
S-54
UNDERWRITING
S-60
LEGAL MATTERS
S-64
EXPERTS
S-64
WHERE YOU CAN FIND MORE INFORMATION
S-64
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
S-64
Prospectus

About this prospectus
1
Special note regarding forward-looking statements
3
Our company
4
Risk factors
5
Ratio of earnings to fixed charges
5
Use of proceeds
5
Description of debt securities and guarantees
6
Plan of distribution
16
Legal matters
18
Experts
18
Where you can find more information
18
Incorporation of certain documents by reference
19
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. Our and General Parts International Inc.'s business, financial
condition, results of operations and prospects may have changed since those 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 therein 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 of Advance and GPII, respectively, each incorporated by
reference in this prospectus supplement and the accompanying prospectus and the documents incorporated by reference
herein and therein, as well as the pro forma financial information, which gives effect to the Acquisition, this offering, the New
Credit Facilities and the application of the proceeds from this offering and borrowings under the New Credit Facilities
together with cash on hand to fund the purchase price for the Acquisition and the related transactions (collectively, the
"Transactions"). 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 products from our store locations to our Commercial customers' places of
business, including independent garages, service stations and auto dealers. At October 5, 2013, we operated a total of 4,018
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 (inclusive of South Central)
regions of the United States, Puerto Rico and the Virgin Islands which primarily operate under the trade names "Advance Auto
Parts" and "Advance Discount Auto Parts." At October 5, 2013, we operated 3,796 stores in the AAP segment. Our AAP stores
offer a broad selection of brand name and private label automotive replacement parts, accessories, batteries and maintenance
items for domestic and imported cars and light trucks. Through our integrated operating approach, we serve our DIY and
Commercial customers from our store locations and online at www.AdvanceAutoParts.com. Our online website allows our DIY
customers to pick up merchandise at a conveniently located store or have their purchases shipped directly to their homes or
businesses. Our Commercial customers can conveniently place their orders online.
At October 5, 2013, we operated 222 stores in the AI segment under the "Autopart International" trade name. AI's business
primarily serves the Commercial market from its store locations in the Northeastern, Mid-Atlantic and Southeastern regions of the
United States.
The Transactions
The Acquisition
On October 15, 2013, Advance Auto Parts, Inc., a Delaware corporation ("Advance"), Generator Purchase, Inc., a North
Carolina corporation and a wholly owned subsidiary of Advance ("Merger Sub"), General Parts International, Inc., a North
Carolina corporation ("GPII"), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its
capacity as the representative of the GPII shareholders, entered into an Agreement and Plan of Merger (the "Merger Agreement")
pursuant to which, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with
and into GPII and GPII will become a wholly owned subsidiary of Advance (the "Acquisition"). The Acquisition is anticipated to
close early 2014. Under the terms of the Merger

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Agreement, we intend to acquire GPII for a transaction value of approximately $2.1 billion consisting of approximately $1.3
billion in cash to GPII's shareholders, the repayment of approximately $697 million of GPII debt and approximately $99 million
in make-whole fees and transaction related expenses.
GPII is a leading privately held distributor and supplier of original equipment and aftermarket replacement automotive
products for commercial markets operating under the CARQUEST and WORLDPAC brands.
The consummation of the Acquisition is subject to closing conditions, including the expiration or termination of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act, the absence of a "material adverse effect" with respect to GPII
and other conditions set forth in the Merger Agreement. The Merger Agreement also provides for certain termination rights for
both Advance and GPII.
In connection with the parties' entry into the Merger Agreement, holders of shares of GPII capital stock with voting power
sufficient to approve the Merger Agreement have committed to vote, and have voted, their shares in favor of approval of the
Merger Agreement.
Advance, Merger Sub and GPII each made certain representations, warranties and covenants in the Merger Agreement,
including, among other things, covenants by GPII to conduct its business in the ordinary course during the interim period between
the signing of the Merger Agreement and the completion of the Acquisition.
The Acquisition will create the largest automotive aftermarket parts provider in North America, with pro forma net sales of
approximately $9.1 billion for the fiscal year ended December 29, 2012 and more than 70,000 team members. The acquisition of
GPII is expected to accelerate Advance's growth strategy and enhance shareholder value through the following strategic benefits:

· Creates Market Leader--(1) #1 automotive aftermarket parts provider in North America with a balanced platform for

growth between DIY and Commercial, (2) #1 distributor of import automotive parts and (3) the largest automotive
aftermarket business-to-business e-commerce platform in North America.

· Delivers Scale--Provides Advance with complete coast-to-coast coverage across North America, creating a company

with scale, reach and expanded growth opportunities benefiting shareholders, customers and team members. This
presence in new markets allows Advance the ability to expand its geographic footprint in an efficient manner.

· Accelerates Complementary Market Opportunities--Expands Advance's product and category offerings in both core
and new product lines (for example, paint and heavy duty), creates new sales channel with independent customers and

broadens ability to grow with attractive customer segments such as larger bay garages, import specialists, national
accounts and fleet and government programs.

· Strengthens Leading Brands and Capabilities--Enhances Advance's ability to serve customers through the transfer of
CARQUEST's commercial capabilities and team member parts knowledge into Advance stores while expanding DIY

into select company operated CARQUEST stores. The combination expands key capabilities in customer service
through enhanced daily replenishment and customer loyalty programs to a larger truck fleet and a significantly expanded
commercial sales team.
The Financing
In connection with the Acquisition, we entered into a debt commitment letter with a syndicate of commercial banks (the
"debt financing sources"). Subject to the satisfaction of certain customary conditions, the debt financing sources committed to
provide up to $1.05 billion in financing for the Acquisition, consisting of a 364-day senior unsecured bridge loan facility with a
$450 million tranche and a $600 million tranche (the "Bridge Facility"). If the Bridge Facility is not drawn, we will have to pay a
$4.2 million fee. Additionally, we

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plan to enter into new senior unsecured credit facilities, with substantially the same terms as our Existing Revolving Credit
Facility (as defined herein), prior to consummation of the Acquisition. The proposed New Credit Facilities are expected to
consist of a $600 million term loan (the "New Term Loan Facility") and a $1.0 billion revolving credit facility (the "New
Revolving Credit Facility" and, together with the New Term Loan Facility, the "New Credit Facilities"). We anticipate that the
net proceeds from this offering, together with the New Credit Facilities and cash on hand, will be sufficient to fund the
Acquisition, in which case we would not expect to borrow under the Bridge Facility. It is possible that we will not consummate
the New Credit Facilities on the anticipated terms or at the anticipated aggregate principal amounts, or at all. This offering is not
contingent on the completion of the Acquisition or the New Credit Facilities. If the Acquisition does not occur or is abandoned
(as described under "Description of Notes--Special Optional Redemption") we will have the option to redeem the notes.
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-10 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
$450,000,000 aggregate principal amount of 4.500% Notes due 2023.

Maturity
The notes will mature on December 1, 2023.

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 semi-annually on June 1 and December 1 of
each year, commencing on June 1, 2014. 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. The same domestic subsidiaries will also guarantee our
obligations under the New Credit Facilities. 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."

Special Optional Redemption
In the event the Acquisition is not consummated on or prior to April 15, 2014 or
the Merger Agreement is terminated at any time prior thereto, at our option, the
notes will be subject to a special optional redemption. The special optional
redemption price will be equal to 101% of the principal amount of the notes,
plus accrued and unpaid interest from the issue date of the notes or the most
recent interest payment date for the notes, as applicable, up to, but not including,
the date of such special optional redemption. See "Description of Notes--
Special Optional Redemption."

Optional Redemption
The notes may be redeemed in whole at any time or in part from time to time
prior to September 1, 2023 (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 September 1, 2023 (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."

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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.

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 5, 2013, after giving effect to (i) this offering, our total
outstanding consolidated debt, including our subsidiaries but excluding unused
commitments, would have been approximately $1,055.1 million and (ii) this

offering and the other Transactions, our total outstanding consolidated debt,
including our subsidiaries but excluding unused commitments, would have been
approximately $2,205.1 million.

As of October 5, 2013, after giving effect to (i) this offering, our subsidiary
guarantors would have had debt outstanding of approximately $6.0 million,
excluding their guarantees of the notes and unused commitments, of which no
amounts were drawn under our existing credit facilities and (ii) this offering and

the other Transactions, our subsidiary guarantors would have had debt
outstanding of approximately $1,156.0 million, excluding their guarantees of the
notes and unused commitments, of which approximately $1,150.0 million would
have constituted guarantees of our New Credit Facilities.

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