Current Report Filing (8-k)
07 März 2023 - 02:46PM
Edgar (US Regulatory)
ADVANCE AUTO PARTS INC false 0001158449
0001158449 2023-03-06 2023-03-06
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
Date of Report (Date of earliest event reported): March 6,
2023

ADVANCE AUTO
PARTS, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-16797 |
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54-2049910 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
4200 Six Forks Road, Raleigh, North Carolina 27609
(Address of principal executive offices) (Zip Code)
(540) 362-4911
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Securities Registered Pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
symbol
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Name of each exchange
on which registered
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Common Stock, $0.0001 par value |
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AAP |
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New
York Stock Exchange |
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:
☐ |
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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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 1.01. Entry into a Material Definitive Agreement.
On March 6, 2023, Advance Auto Parts, Inc., a Delaware corporation
(the “Company”) entered into an Underwriting Agreement (the
“Underwriting Agreement”) by and among the Company, the subsidiary
guarantor signatory thereto (the “Subsidiary Guarantor”), and J.P.
Morgan Securities LLC, BofA Securities, Inc. and Truist Securities,
Inc., as representatives of the several underwriters listed in
Schedule 1 thereto, pursuant to which the Company agreed to sell
$300,000,000 aggregate principal amount of 5.900% Notes due March
9, 2026 and $300,000,000 aggregate principal amount of 5.950% Notes
due March 9, 2028. The Underwriting Agreement contains customary
representations, warranties and agreements of the Company and the
Subsidiary Guarantor and customary conditions to closing,
indemnification rights and obligations of the parties.
The foregoing description of the Underwriting Agreement is
qualified in its entirety by the Underwriting Agreement, which is
incorporated herein by reference and is attached hereto as Exhibit
1.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Exhibit Description |
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1.1* |
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Underwriting Agreement, dated March 6, 2023, by
and among Advance Auto Parts, Inc., the subsidiary guarantor
signatory thereto and J.P. Morgan Securities LLC, BofA Securities,
Inc. and Truist Securities, Inc., as representatives of the several
underwriters listed in Schedule 1 thereto. |
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101.1 |
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Pursuant to Rule 406 of Regulation
S-T, the cover page to this
Current Report on Form 8-K
is formatted in Inline XBRL. |
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104.1 |
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Cover Page Interactive Data File
(embedded within the Inline XBRL document included in
Exhibit 101.1). |
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.
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ADVANCE AUTO PARTS, INC.
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(Registrant) |
Date: March 6, 2023 |
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/s/ Jeffrey W. Shepherd
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Jeffrey W.
Shepherd |
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Executive Vice
President and Chief Financial Officer |
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