Advance Auto Parts Inc 8-K, filed Apr 13, 2020
Advance Auto Parts Inc (AAP)
8-K
2020-04-13
For: 2020-04-13
View Original
Added on
April 10, 2026
About this 8-K
Advance Auto Parts Inc filed this 8-K on April 13, 2020.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 13, 2020 (April 13, 2020)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
(540 ) 362-4911
(Address, including Zip Code, and telephone
number, including area code, of principal
executive offices)
Not Applicable
(Former name, former address and
former fiscal year, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol(s) | Name of Each Exchange on which Registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure
Advance Auto Parts, Inc. (the “Company”) is disclosing under Item 7.01 of this Current Report on Form 8-K the information contained in Exhibit 99.1, which information is incorporated by reference herein. The information contained in Exhibit 99.1 is excerpted from a preliminary offering memorandum that is being disseminated in connection with the Company’s private offering of $500 million in aggregate principal amount of senior notes due 2030.
This Current Report on Form 8-K is not an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sales of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 8.01 Other Events
The Company is filing as Exhibit 99.2 hereto a press release issued on April 13, 2020 announcing the proposed private offering by the Company of $500 million in aggregate principal amount of senior notes due 2030. The contents of such press release are incorporated by reference in this Item 8.01.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit Number
99.1 | |
99.2 | |
101.INS | XBRL Instance Document. |
101.SCH | Inline XBRL Taxonomy Extension Schema Document. |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document. |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
104.1 | Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit). |
Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by specific reference in a filing.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ADVANCE AUTO PARTS, INC. | ||
(Registrant) | ||
Date: April 13, 2020 | /s/ Jeffrey W. Shepherd | |
Jeffrey W. Shepherd | ||
Executive Vice President, Chief Financial Officer | ||
Exhibit 99.1
Risk Factors Update
This risk factor is intended to be an update to the Risk Factors found in our 2019 Form 10-K filed for the year ended December 28, 2019.
Matters related to the COVID-19 pandemic may significantly and adversely impact our business, financial position, results of operations and cash flows.
The spread of COVID-19 has created a global public health crisis that has resulted in widespread volatility and deteriorations in household, business, economic and market conditions. We have begun experiencing negative impacts to demand for our products and services, which is adversely affecting our results of operations, and have also experienced significant disruption to our normal business operations and planned implementation of certain strategic initiatives. The extent of the impact of the COVID-19 pandemic on our capital, cash flows, liquidity and other financial positions and on our business, results of operations and prospects will depend on several evolving factors, including:
• | The duration, extent and severity of the pandemic. COVID-19 has rapidly spread worldwide, and it is not yet known when the current pandemic will conclude, whether, when or to what extent additional outbreaks may arise or the extent to which various populations will be impacted and whether the pandemic will lead to a recession and reduction in consumer spending after it resolves. |
• | The response of governmental and nongovernmental authorities. Many governmental and nongovernmental bodies have taken action to curtail household and business activity to help slow the spread of COVID-19 or to otherwise mitigate potential adverse effects from COVID-19. While these actions vary by locale, they have generally been expanding in scope. Such actions may impose restrictions on our operations, such as requiring us to reduce store operating hours, change store operations or close stores, or otherwise impose restrictions on or impact whether, when and how our customers do business with us, and may impact the operations of our suppliers, distributors or others with which we do business, causing disruption to our operations. |
• | Impacts to economic and market conditions. COVID-19 has created significant disruption to and volatility in national, regional and local economies and markets. Uncertainties related to, and perceived or experienced negative effects from, COVID-19 may cause significant volatility or decline in the trading price of our securities, capital market conditions and general economic conditions. These may increase the likelihood of litigation, including derivative stockholder litigation, limit or restrict our ability to access capital on favorable terms, or at all, lead to consolidation that negatively impacts our business, weaken demand, increase competition, result in reductions in our labor force, cause us to further reduce our capital spend or otherwise disrupt our business or make it more difficult to implement our strategic plans. |
• | Impacts to individuals and companies that may do business with us or be involved in our business. COVID-19 may impact the health of our Team Members, directors or customers, reduce the availability of our workforce or those of companies with which we do business, create disruptions in our supply or distribution networks or otherwise cause human impacts that negatively impact our business. |
In addition, preparing for and responding to the continuing pandemic could divert management’s attention from our key strategic priorities, increase costs as we prioritize health and safety matters for our Team Members and customers, cause us to reduce, delay, alter or abandon initiatives that may otherwise increase our long-term value, increase vulnerability to information technology or cybersecurity related risks as more of our Team Members work remotely and otherwise continue to disrupt our business operations.
We are unable to estimate the impact of COVID-19 on our business and operations at this time. The pandemic could cause us to experience impairment of our goodwill and other financial assets, further reduced demand for our products and services and other negative impacts on our financial position, results of operations and cash flows.
Sustained adverse effects may also prevent us from satisfying financial covenants in our credit agreement or result in downgrades in our credit ratings.
Management’s Discussion Update
In addition, we are providing an update to the information related to trends affecting its business that was previously disclosed in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" for the year ended December 28, 2019, filed in its 2019 Form 10-K.
As COVID-19 continues to spread and significantly impact various markets around the world, including the United States, we have put preparedness plans in place at our facilities to ensure continued operations, while also taking steps to help keep our Team Members and customers healthy and safe. Our teams have conducted preparedness exercises of their business continuity plans. We tested our technology infrastructure in advance, including at our global headquarters. Consistent with recommendations to reduce large gatherings and increase social distancing, we have asked many office-based Team Members to work remotely. We cannot be certain that these preparedness plans fully address the extent to which the COVID-19 pandemic will impact our operations.
 | Exhibit 99.2 |
Advance Auto Parts Launches Senior Notes Offering | |||
 | RALEIGH, N.C., April 13, 2020 - Advance Auto Parts, Inc. (“Advance”) (NYSE: AAP), a leading automotive aftermarket parts provider in North America, is launching an offering of $500.0 million in aggregate principal amount of its Notes due 2030 (the “Notes”) in a private placement. Advance intends to use the net proceeds from this offering for general corporate purposes, which may include refinancing of certain existing indebtedness of Advance and its subsidiaries in one or more transactions. The Notes are being offered in a private placement transaction to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States in accordance with Regulation S under the Securities Act. The Notes have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, and shall not constitute an offer, solicitation or sale in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful. 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 December 28, 2019, Advance operated 4,877 stores and 160 Worldpac branches in the United States, Canada, Puerto Rico and the U.S. Virgin Islands. Advance also serves 1,253 independently owned Carquest branded stores across these locations in addition to Mexico, the Bahamas, Turks and Caicos and British Virgin Islands. | ||
Investor Relations Contact: | Media Contact: | ||
Elisabeth Eisleben | Darryl Carr | ||
T: (919) 227-5466 | T: (984) 389-7207 | ||
E: invrelations@advanceautoparts.com | E: AAPCommunications@advance-auto.com | ||
Forward-Looking Statements Certain statements in this release are forward-looking statements. All statements, other than statements of historical facts, may be forward-looking statements. Forward-looking statements are usually identified by the use of words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “likely,” “may,” “plan,” “position,” “possible,” “potential,” “probable,” “project,” “projection,” “should,” “strategy,” “will” or similar expressions. These statements are based upon assessments and assumptions of management in light of historical results and trends, current conditions and potential future developments that often involve judgment, estimates, assumptions and projections. Forward-looking statements reflect current views about Advance’s plans, strategies and prospects and the notes offering described herein, which are based on information currently available as of the date of this report. Except as required by law, Advance undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements. Please refer to the risk factors discussed in “Item 1a. Risk Factors” in Advance’s most recent Annual Report on Form 10-K, as updated by other filings made by Advance with the Securities and Exchange Commission, for additional factors that could materially affect Advance’s actual results. Forward-looking statements are subject to risks and uncertainties, many of which are outside Advance’s control, which could cause actual results to differ materially from these statements. Therefore, you should not place undue reliance on those statements. | |||