8-K

UNITED STATES

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

January 3, 2022

Date of Report (date of earliest event reported)

GENUINE PARTS COMPANY

(Exact name of registrant as specified in its charter)

(678) 934-5000

(Registrant's telephone number, including area code)

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 (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CF.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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 2.01 Completion of Acquisition or Disposition of Assets

On January 3, 2022, Genuine Parts Company (the “Company”), through its wholly-owned subsidiary, Motion Industries, Inc. (“Buyer”), completed the previously announced acquisition of Ruby Holdings II, LLC (“Ruby Holdings”) pursuant to that certain interest purchase agreement (the “Purchase Agreement”), dated as of December 15, 2021, by and among the Company, Buyer, Ruby Topco LLC and Ruby Holdings. Pursuant to the Purchase Agreement, Buyer acquired 100% of the limited liability company interests of Ruby Holdings (the “Acquisition”) for a purchase price of $1.3 billion in cash, subject to customary adjustments made at closing for cash, working capital, indebtedness and transaction expenses. Ruby Holdings operates Kaman Distribution Group (“Kaman”), a power transmission, automation and fluid power industrial distributor and solutions provider with operations throughout the U.S., providing electro-mechanical products, bearings, power transmission, motion control and electrical and fluid power components to MRO and OEM customers. Headquartered in Bloomfield, CT, Kaman’s 1,700 employees serve more than 50,000 customers.

Item 7.01 Regulation FD Disclosure

On January 4, 2022, the Company issued a press release announcing the completion of the Acquisition. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

The information disclosed under this Item 7.01 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

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.

Document

News Release

January 4, 2022

FOR IMMEDIATE RELEASEb

Genuine Parts Company Completes Acquisition of Kaman Distribution Group, Creating a Premier Leader in Industrial Solutions

ATLANTA, GA -- Genuine Parts Company (NYSE: GPC) (“GPC”), a leading distributor of automotive and industrial replacement parts, announced today that its wholly-owned subsidiary, Motion Industries, Inc. (“Motion”) has completed the purchase of Kaman Distribution Group (“KDG”) for a purchase price of approximately $1.3 billion in cash, effective January 3, 2022.

KDG is a leading power transmission, automation and fluid power industrial distributor and solutions provider with operations throughout the U.S., providing electro-mechanical products, bearings, power transmission, motion control and electrical and fluid power components to MRO and OEM customers. Headquartered in Bloomfield, CT, KDG’s 1,700 employees serve more than 50,000 customers.

"We are delighted to announce the completion of this strategic acquisition, creating significant opportunities for our customers, suppliers, teammates and shareholders," said Paul Donahue, Chairman and Chief Executive Officer of GPC. “We welcome the KDG team to the GPC family and look forward to their contributions to the ongoing success of our business. The future of our Motion team, led by Randy Breaux, is very bright as we bring together the world-class talent and industrial expertise of these two organizations, creating a premier leader in industrial solutions.”

About Genuine Parts Company

Founded in 1928, Genuine Parts Company is a global service organization engaged in the distribution of automotive and industrial replacement parts. The Company's Automotive Parts Group distributes automotive replacement parts in the U.S., Canada, Mexico, Australasia, France, the United Kingdom, Ireland, Germany, Poland, the Netherlands and Belgium. The Company's Industrial Parts Group distributes industrial replacement parts in the U.S., Canada, Mexico and Australasia. In total, the Company serves its global customers from an extensive network of more than 10,000 locations in 15 countries. Genuine Parts Company had 2020 revenues of $16.5 billion. Further information is available at www.genpt.com.

About Motion

With annual sales of over $6 billion, Motion is a leading industrial distributor of more than 10 million items, including, bearings; mechanical power transmission products; electrical and industrial automation components; hose, belting, and gaskets; hydraulic and pneumatic components; process pumps; industrial and safety products; seals and accessories; and material handling products and solutions. To increase customers’ productivity, the Company offers many valued-added services, including engineering, fabrication, repair, and Industry 4.0 solutions across these product groups. In

addition, Mi Automation Solutions and Mi Conveyance Solutions were formed to offer a wide range of specialized, related products and innovative solutions for many applications.

Motion North America has over 600 locations, including 25 distribution centers, and Mi Asia Pacific has nearly 150 locations, including eight distribution centers in Australasia. With approximately 9,000 employees, Motion serves more than 170,000 customers in the equipment and machinery, food and beverage, pulp and paper, iron and steel, chemical, mining and aggregate, petrochemical, automotive, semiconductor, wood and lumber, medical and pharmaceutical industries.

Motion is a wholly owned subsidiary of Genuine Parts Company (NYSE: GPC). Visit our website at www.Motion.com.

About Kaman Distribution Group

Headquartered in Bloomfield, Connecticut, KDG is a leading national distributor of highly engineered products and provider of related services with approximately 220 locations across the United States and Puerto Rico. Established in 1971, KDG’s technical salesforce has been servicing its customers for over 50 years, providing components and systems for a broad range of applications, along with value-added automation, engineering and integration services. For more information about KDG, visit ec.kamandirect.com/storeus/kamandistribution.

Source: Genuine Parts Company