ADVANCE AUTO PARTS INC false 0001158449 0001158449 2020-09-29 2020-09-29

 

 

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) September 30, 2020 (September 29, 2020)

 

 

ADVANCE AUTO PARTS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-16797   54-2049910
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)

2635 East Millbrook Road

Raleigh, North Carolina 27604

(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:

 

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 CFR 240.14a-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:

 

Title of Each Class

 

Trading
Symbol(s)

 

Name of Each Exchange
on which Registered

Common Stock, par value $0.0001 per share   AAP   New York Stock Exchange

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.

The disclosure under Item 2.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On September 29, 2020, Advance Auto Parts, Inc., a Delaware corporation (the “Company”) completed its previously announced offering of $350,000,000 aggregate principal amount of its 1.750% Notes due October 1, 2027 (the “Notes”). The terms of the Notes are governed by an indenture, dated as of April 29, 2010 (the “Base Indenture”), among the Company, the Guarantors (as defined below) from time to time party thereto and Wells Fargo Bank, National Association, as Trustee, as supplemented by the Second Supplemental Indenture, dated as of May 27, 2011 (the “Second Supplemental Indenture”), the Fourth Supplemental Indenture, dated as of December 21, 2012 (the “Fourth Supplemental Indenture”), the Fifth Supplemental Indenture, dated as of April 19, 2013 (the “Fifth Supplemental Indenture”), the Seventh Supplemental Indenture, dated as of February 28, 2014 (the “Seventh Supplemental Indenture”) and the Eighth Supplemental Indenture, dated as of September 29, 2020 (the “Eighth Supplemental Indenture” and, together with the Second Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture, the Seventh Supplemental Indenture and the Base Indenture, the “Indenture”) for the benefit of the holders of each Note. The Notes have been registered under the Securities Act of 1933, as amended, pursuant to a registration statement filed on September 22, 2020 on Form S-3, File No. 333-248963.

The Notes bear interest at the applicable rate per annum listed in the description of the Notes above, payable semi-annually in arrears on April 1 and October 1 of each year, commencing on April 1, 2021. The Notes are unsecured and unsubordinated obligations of the Company and rank equally in right of payment with all of the Company’s other unsecured and unsubordinated debt. The Notes are jointly and severally guaranteed on a full and unconditional senior unsecured basis initially by Advance Auto Business Support, LLC, Advance e-Service Solutions, Inc., Advance Stores Company, Incorporated, Advance Trucking Corporation, B.W.P. Distributors, Inc., Driverside, Inc., Lee Holdings NC, Inc., MotoLogic, Inc., Western Auto of Puerto Rico, Inc., Western Auto of St. Thomas, Inc., WORLDPAC, Inc., GPI Technologies, LLC, WORLDPAC Puerto Rico, LLC, Worldwide Auto Parts, Inc., Straus-Frank Enterprises LLC, Advance Auto Innovations, LLC, E-Advance, LLC, AAP Financial Services, Inc., Advance Patriot, Inc., Autopart International, Inc., Crossroads Global Trading Corp., General Parts International, Inc., General Parts Distribution, LLC, General Parts, Inc., Golden State Supply LLC and Discount Auto Parts, LLC (all of which are wholly owned directly or indirectly by the Company) (collectively, the “Guarantors”).


The Indenture provides, among other things, that the Notes may be redeemed in whole or in part at any time from time to time prior to August 1, 2027 (two months prior to the maturity date of the Notes), at the Company’s option, at a redemption price equal to the greater of: (i) 100% of the principal amount of the Notes being redeemed or (ii) at a make-whole redemption price determined by using a discount rate of the applicable Treasury Rate plus 25 basis points, plus, in each case, accrued and unpaid interest, if any, to the redemption date. The Notes may be redeemed in whole at any time or in part from time to time on or after August 1, 2021 (two months prior to the maturity date of the Notes), at the Company’s option, at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest, if any, to the redemption date. In addition, in the event of a change of control triggering event, the Company 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, if any, to the repurchase date.

The terms of the Indenture will, among other things, limit the ability of the Company and its subsidiaries to (i) create or incur debt secured by liens on their property or assets and (ii) enter into certain sale and leaseback transactions, and will limit the ability of the Company and the Guarantors to merge, sell, transfer, lease or convey all or substantially all of their property. These covenants are subject to a number of important limitations and exceptions that are described in the Indenture.

The Indenture provides for customary events of default (subject in certain cases to customary grace and cure periods), which include nonpayment, breach of covenants in the Indenture, payment defaults or acceleration of other indebtedness and certain events of bankruptcy and insolvency. If an event of default occurs and is continuing, the Trustee or holders of at least 25% in principal amount outstanding of the Notes may declare the principal and the accrued and unpaid interest, if any, on the Notes to be due and payable. These events of default are subject to a number of important qualifications, limitations and exceptions that are described in the Indenture.

The Eighth Supplemental Indenture dated as of September 29, 2020, among the Company, the Guarantors party thereto and Wells Fargo Bank, National Association, as Trustee, is filed herewith as Exhibit 4.6. The foregoing description of the Eighth Supplemental Indenture is qualified in its entirety by reference to the actual agreement. The Form of 1.750% Notes is filed herewith as Exhibit 4.7.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

  

Exhibit Description

4.1    Indenture, dated as of April 29, 2010, among Advance Auto Parts, Inc., each of the Guarantors from time to time party thereto and Wells Fargo Bank, National Association, as Trustee (incorporated by reference from the same numbered exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 29, 2010).
4.2    Second Supplemental Indenture, dated as of May 27, 2011, among Advance Auto Parts, Inc., each of the Guarantors from time to time party thereto and Wells Fargo Bank, National Association, as Trustee (incorporated by reference from Exhibit 10.45 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 3, 2011).
4.3    Fourth Supplemental Indenture, dated as of December 21, 2012, among Advance Auto Parts, Inc. each of the Guarantors from time to time party thereto and Wells Fargo Bank, National Association, as Trustee (incorporated by reference from Exhibit 4.5 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 21, 2012).
4.4    Fifth Supplemental Indenture, dated as of April 19, 2013, among Advance Auto Parts, Inc. each of the Guarantors from time to time party thereto and Wells Fargo Bank, National Association, as Trustee (incorporated by reference from Exhibit 4.6 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 19, 2013).
4.5    Seventh Supplemental Indenture, dated as of February 28, 2014, among Advance Auto Parts, Inc. each of the Guarantors from time to time party thereto and Wells Fargo Bank, National Association, as Trustee (incorporated by reference from Exhibit 4.11 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 28, 2014).
4.6*    Eighth Supplemental Indenture, dated as of September 29, 2020, among Advance Auto Parts, Inc. each of the Guarantors from time to time party thereto and Wells Fargo Bank, National Association, as Trustee.
4.7*    Form of 1.750% Notes due 2027 (included in Exhibit 4.6)
5.1*    Opinion of White & Case LLP.
5.2*    Opinion of Williams Mullen.
5.3*    Opinion of Brownstein Hyatt Farber Schreck, LLP.
23.1*    Consent of White & Case LLP (included in Exhibit 5.1)


23.2*      Consent of Williams Mullen (included in Exhibit 5.2)
23.3*      Consent of Brownstein Hyatt Farber Schreck, LLP (included in Exhibit 5.3)
101.1      Pursuant to Rule 406 of Regulation S-T, the cover page to this Current Report on Form 8-K is formatted in Inline XBRL.
104.1          Cover Page Interactive Data File (embedded within the Inline XBRL document included in Exhibit 101.1)

 

*

Filed herewith.


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: September 30, 2020      

/s/ Jeffrey W. Shepherd

      Jeffrey W. Shepherd
      Executive Vice President, Chief Financial Officer

Exhibit 4.6

EXECUTION VERSION

 

 

 

ADVANCE AUTO PARTS, INC.

 

 

EIGHTH SUPPLEMENTAL INDENTURE

Dated as of September 29, 2020

 

 

to the

INDENTURE

Dated as of April 29, 2010 among

ADVANCE AUTO PARTS, INC.

as Issuer,

EACH OF THE SUBSIDIARY GUARANTORS FROM TIME TO TIME PARTY HERETO

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee

 

 

 


Table of Contents

 

       Page  

ARTICLE I

 

Definitions

 

SECTION 1.1  

Definitions.

     2  

ARTICLE II

 

Designation and Terms of the Securities

 

SECTION 2.1  

Title and Aggregate Principal Amount.

     5  
SECTION 2.2  

Execution

     5  
SECTION 2.3  

Other Terms and Form of the Notes; Denominations

     5  
SECTION 2.4  

Further Issues of Notes

     5  
SECTION 2.5  

Interest and Principal

     5  
SECTION 2.6  

Place and Manner of Payment

     5  
SECTION 2.7  

Form of Notes

     6  
SECTION 2.8  

Depositary; Registrar

     6  
SECTION 2.9  

Optional Redemption

     6  
SECTION 2.10  

Special Optional Redemption

     6  
SECTION 2.11  

Sinking Fund

     6  
SECTION 2.12  

Change of Control.

     6  
SECTION 2.13  

Amendment of Certain Definitions

     8  
SECTION 2.14  

Amendment of Events of Default.

     9  
SECTION 2.15  

Amendment of Limitation on Suits

     9  
SECTION 2.16  

Amendment of Notice of Defaults

     9  

ARTICLE III

 

Defeasance

 

SECTION 3.1  

Defeasance and Covenant Defeasance

     9  

ARTICLE IV

 

Miscellaneous

 

SECTION 4.1  

Ratification of Original Indenture; Supplemental Indentures Part of Original Indenture

     9  
SECTION 4.2  

Concerning the Trustee

     9  
SECTION 4.3  

Counterparts

     10  
SECTION 4.4  

GOVERNING LAW; WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION AND SERVICES

     10  


EIGHTH SUPPLEMENTAL INDENTURE, dated as of September 29, 2020 (this “Eighth Supplemental Indenture”), to the Indenture, dated as of April 29, 2010 (the “Original Indenture”), among ADVANCE AUTO PARTS, INC., a Delaware corporation (the “Company”), THE SUBSIDIARY GUARANTORS listed on the signature page hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).

WHEREAS, the Company, the Subsidiary Guarantors party thereto and the Trustee have heretofore executed and delivered the Original Indenture to provide for the issuance from time to time of Securities (as defined in the Original Indenture) of the Company, to be issued in one or more Series;

WHEREAS, pursuant to the Original Indenture, the Company, the Subsidiary Guarantors party thereto and the Trustee have heretofore executed and delivered a second supplemental indenture, dated as of May 27, 2011, to provide for the release of certain Subsidiary Guarantors (the “Second Supplemental Indenture”), a fourth supplemental indenture, dated as of December 21, 2012, to provide for the addition of a certain Subsidiary Guarantor (the “Fourth Supplemental Indenture”), a fifth supplemental indenture, dated as of April 19, 2013, to provide for the addition of a certain Subsidiary Guarantor (the “Fifth Supplemental Indenture”), and a seventh supplemental indenture, dated as of February 28, 2014, to provide for the addition of a certain Subsidiary Guarantors (the “Seventh Supplemental Indenture”) (the Original Indenture, as supplemented by the Second Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture, the Seventh Supplemental Indenture and this Eighth Supplemental Indenture is hereinafter called the “Indenture”);

WHEREAS, Sections 2.02 and 9.01 of the Original Indenture provide, among other things, that the Company, the Subsidiary Guarantors and the Trustee may enter into indentures supplemental to the Original Indenture for, among other things, the purpose of establishing the designation, form, terms and conditions of Securities of any Series as permitted by Sections 2.01 and 9.01 of the Original Indenture;

WHEREAS, Section 2.02(t) of the Original Indenture provides, among other things, that the Company, the Subsidiary Guarantors and the Trustee may enter into indentures supplemental to the Original Indenture for, among other things, the purpose of establishing the applicability of, and any addition to, deletion of or change in, the covenants (and the related definitions) set forth in Article Four or Article Five of the Original Indenture which apply to Securities of such Series;

WHEREAS, the Company (i) desires the issuance of a Series of Securities to be designated as hereinafter provided and (ii) has requested the Trustee to enter into this Eighth Supplemental Indenture for the purpose of establishing the designation, form, terms and conditions of the Securities of such Series;

WHEREAS, the Company has duly authorized the creation of an issue of its 1.750% Notes due 2027 (as defined in Section 2.01, the “Notes”); and

WHEREAS, all actions on the part of the Company necessary to authorize the issuance of the Notes under the Original Indenture and this Eighth Supplemental Indenture have been duly taken.

NOW, THEREFORE, THIS EIGHTH SUPPLEMENTAL INDENTURE WITNESSETH:

That, in order to establish the designation, form, terms and conditions of, and to authorize the authentication and delivery of, the Notes, and in consideration of the acceptance of the Notes by the Holders thereof and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:


ARTICLE I

Definitions

SECTION 1.1 Definitions.

(A) Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed thereto in the Original Indenture.

(B) The rules of interpretation set forth in the Original Indenture shall be applied hereto as if set forth in full herein.

(C) For all purposes of this Eighth Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise requires, the following terms shall have the following respective meanings (such meanings shall apply equally to both the singular and plural forms of the respective terms):

Change of Control” means the occurrence of any one of the following:

(1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole to any Person (including any “person” (as that term is used in Section 13(d)(3) of the Exchange Act)) other than the Company or one of its Subsidiaries;

(2) the consummation of any transaction (including without limitation, any merger or consolidation) the result of which is that any Person (including any “person” (as that term is used in Section 13(d)(3) of the Exchange Act)) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the outstanding Voting Stock of the Company or any other Voting Stock into which the Voting Stock of the Company is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares;

(3) the Company consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Company (or any other Voting Stock into which the Voting Stock of the Company is reclassified, consolidated, exchanged or changed) or such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of the Voting Stock of the Company (or any other Voting Stock into which the Voting Stock of the Company is reclassified, consolidated, exchanged or changed) outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving Person immediately after giving effect to such transaction;

(4) the first day on which the majority of the members of the board of directors of the Company cease to be Continuing Directors; or

(5) the adoption of a plan relating to the liquidation or dissolution of the Company. “Change of Control Triggering Event” means the Notes cease to be rated Investment Grade by each of the Rating Agencies on any date during the Trigger Period.

If a Rating Agency is not providing a rating for the Notes at the commencement of any Trigger Period, the Notes will be deemed to have been downgraded by at least one rating category or have ceased to be rated Investment Grade, as applicable, by such Rating Agency during that Trigger Period. Notwithstanding the foregoing, no Change of Control Triggering Event will be deemed to have occurred in connection with any particular Change of Control unless and until such Change of Control has actually occurred.

 

2


Comparable Treasury Issue” means the U.S. Treasury security selected by the Company as having a maturity comparable to the remaining term (as measured from the date of redemption assuming such notes matured on the Par Call Date) (the “Remaining Life”) of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Notes

Comparable Treasury Price” means, with respect to any redemption date, (1) the average of five Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Company obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such quotations.

Continuing Director” means, as of any date of determination, any member of the Board of Directors who:

(1) was a member of such Board of Directors on the date of the Eighth Supplemental Indenture; or

(2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election.

Credit Facility” means the credit agreement, dated as of January 31, 2017, among us, Advance Stores Company, Incorporated, the lenders referred to therein and Bank of America, N.A., as administrative agent, as amended, extended, renewed, restated, replaced, supplemented or otherwise modified (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions) from time to time.

Definitive Note” means a Note in definitive registered form without coupons.

Existing Notes” means the Company’s 4.50% Senior Unsecured Notes due December 1, 2023 and 3.90% Senior Unsecured Notes due April 15, 2030.

Global Notes” means Notes in the form of a Global Security as delivered to the Depositary.

Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating category of Moody’s, and a rating of BBB- or better by S&P (or its equivalent under any successor rating category of S&P).

Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear or Clearstream) as indirect participants.

Par Call Date” means August 1, 2027 (two months prior to the maturity date of the notes).

Rating Agency” means each of Moody’s and S&P; provided that if either Moody’s or S&P ceases to provide rating services to companies or investors, the Company may appoint a replacement for such Rating Agency.

 

3


Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee at 5:00 p.m., New York City time, on the third Business Day preceding such redemption date.

SECTION 1.2 “Reference Treasury Dealers” means J.P. Morgan Securities LLC and BofA Securities, Inc. and their respective successors, and any other primary Treasury dealer the Company may select. If any of the foregoing ceases to be a primary U.S. government securities dealer in New York City (a “Primary Treasury Dealer”), the Company must substitute another Primary Treasury Dealer.

S&P” means S&P Global Ratings, a division of S&P Global Inc., and any successor thereto.

Treasury Rate” means, with respect to any redemption date: (a) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity under the caption ‘Treasury Constant Maturities”, for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the Remaining Life, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined and the Treasury Rate will be interpolated or extrapolated from such yields on a straight-line basis, rounding to the nearest month), or (b) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. The Treasury Rate will be calculated on the third business day preceding the date fixed for redemption.

Trigger Period” means the period commencing 60 days prior to the first public announcement by the Company of any Change of Control (or pending Change of Control) and ending 60 days following consummation of such Change of Control (which Trigger Period will be extended following consummation of a Change of Control for so long as either of the Rating Agencies has publicly announced that it is considering a possible ratings change).

Voting Stock” of any specified Person as of any date means the capital stock of such Person that is at the time entitled to vote generally in the election of the board of directors of such Person.

 

4


Other Definitions:

 

Term

  

Defined in Section

“Acquisition”    2.10
“Change of Control Offer”    2.12
“Change of Control Payment”    2.12
“Change of Control Payment Date”    2.12
“DTC”    2.08
“GPII”    2.10
“Interest Payment Date”    2.05
“Merger Agreement”    2.10
“Notes”    2.01
“Process Agent”    4.04
“Record Date”    2.05

ARTICLE II

Designation and Terms of the Securities

SECTION 2.1 Title and Aggregate Principal Amount. There is hereby created one Series of Securities and designated: 1.750% Notes due 2027 (the “Notes”). The Notes will initially be guaranteed by the Subsidiary Guarantors on the terms set forth in Article Ten of the Original Indenture.

SECTION 2.2 Execution. The Notes may forthwith be executed by the Company and delivered to the Trustee for authentication and delivery by the Trustee in accordance with the provisions of Section 2.04 of the Original Indenture.

SECTION 2.3 Other Terms and Form of the Notes; Denominations. The Notes shall have and be subject to such other terms as provided in the Original Indenture and this Eighth Supplemental Indenture and shall be evidenced by one or more Global Notes in the form of Exhibit A hereto. The Notes shall only be issued in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

SECTION 2.4 Further Issues of Notes. The Company may from time to time, without the consent of the Holders of the Notes and in accordance with the Indenture, create and issue further notes having the same terms and conditions as the Notes in all respects (or in all respects except for the first payment of interest) so as to form a single series with the Notes.

SECTION 2.5 Interest and Principal. The Notes will mature on October 1, 2027 and will bear interest at the rate of 1.750% per annum. The Company will pay interest on the Notes on each April 1 and October 1 (each an “Interest Payment Date”), beginning on April 1, 2021, to the holders of record on the immediately preceding March 15 or September 15 (each a “Record Date”), respectively. If the Company delivers Global Notes to the Trustee for cancellation on a date that is after the record date and on or before the corresponding Interest Payment Date, then interest shall be paid in accordance with the provisions of DTC. Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance. Payments of the principal of and interest on the Notes shall be made in Dollars, and the Notes shall be denominated in Dollars.

SECTION 2.6 Place and Manner of Payment. The place of payment where the Notes issued in the form of Definitive Notes may be presented or surrendered for payment, where the

 

5


principal of and interest and any other payments due on the Notes issued in the form of Definitive Notes are payable, where the Notes may be surrendered for registration of transfer or exchange and where notices and demands to and upon the Company in respect of the Notes and the Indenture may be served shall be in the Borough of Manhattan, The City of New York, and the office or agency maintained by the Company for such purpose shall initially be the Corporate Trust Office of the Trustee. The Company shall pay principal and interest (i) on any Definitive Note by check mailed to the address of the Person entitled thereto as it appears in the Note register (or upon written notice from such Person, given at least 15 days before the payment date, by wire transfer in immediately available funds if such Person is entitled to Interest on an aggregate principal amount of Notes in excess of $2.0 million) or (ii) on any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee.

SECTION 2.7 Form of Notes. Notes shall be issued in the form of one or more Global Notes in definitive, fully registered form without interest coupons with such applicable legends as are provided for in Section 2.15(c) of the Original Indenture, except as otherwise permitted herein. Such Global Notes shall be registered in the name of the Depositary or its nominee and deposited with the Trustee, at its Corporate Trust Office, as custodian for the Depositary, duly executed by the Company, notated by the Subsidiary Guarantors and authenticated by the Trustee as provided in the Original Indenture. The Global Notes shall constitute Global Securities for purposes of the Original Indenture, and the Company only shall issue Definitive Notes under the circumstances set forth in Section 2.15 of the Original Indenture.

SECTION 2.8 Depositary; Registrar. The Company initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Company initially appoints the Trustee to act as the Registrar and the Paying Agent and designates the Trustee’s New York office as the office or agency referred to in Section 2.05 of the Original Indenture.

SECTION 2.9 Optional Redemption. The Notes may be redeemed in whole at any time or in part from time to time prior to the Par Call Date, at the option of the Company, at a redemption price equal to the greater of:

(a) 100% of the principal amount of the Note being redeemed, or

(b) the sum of the present values of the remaining scheduled payments of principal and interest on such Note (not including any portion of such payments of interest accrued to the date of redemption), discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 25 basis points.

The Notes may be redeemed in whole at any time or in part from time to time on or after the Par Call Date, at the option of the Company, at a redemption price equal to 100% of the principal amount of the Notes being redeemed.

In the case of any redemption pursuant to this Section 2.09, the Company will also pay accrued and unpaid interest, if any, to the redemption date.

SECTION 2.10 [RESERVED]

SECTION 2.11 Sinking Fund. The Notes will not have the benefit of any sinking fund.

SECTION 2.12 Change of Control.

(a) Upon the occurrence of a Change of Control Triggering Event, the Company will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (in integral multiples of $1,000) of each Holder’s Notes at a purchase price equal to 101% of the aggregate

 

6


principal amount thereof plus accrued and unpaid interest on the Notes repurchased, if any, to the date of purchase, subject to the rights of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, the Company shall mail a notice to holders of the Notes describing the transaction or transactions that constitute the Change of Control Triggering Event, stating:

(i) that the Change of Control Offer is being made pursuant to this Section 2.12 and that all Notes tendered will be accepted for payment;

(ii) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);

(iii) that any Note not tendered will continue to accrue interest;

(iv) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;

(v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

(vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, no later than the close of business on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and

(vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple thereof.

(b) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 2.12, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 2.12 by virtue of such compliance.

(c) On the Change of Control Payment Date, the Company will, to the extent lawful,

(i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;

(ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and

(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Note or portions of Notes being purchased by the Company.

 

7


(d) The Paying Agent will promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 and or any integral multiple of $1,000. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit Holders of the Notes to require the Company to repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.

(e) Notwithstanding anything to the contrary in this Section 2.12, the Company shall not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 2.12 and purchases all Notes validly tendered and not withdrawn under the Change of Control Offer; or (2) notice of redemption has been given pursuant to Section 2.9 or Section 2.10 hereof, unless and until there is a default in the payment of the applicable redemption price.

(f) The Company shall not repurchase any Note if there has occurred and is continuing on the Change of Control Payment Date an event of default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event.

SECTION 2.13 Amendment of Certain Definitions. For purposes of the Notes issued hereunder, the definitions of “Capital Markets Debt”, “Credit Facility Debt”, “Permitted Liens” and “Revolving Credit Facility” in Section 1.01 of the Original Indenture shall be amended as follows:

(a) “Capital Markets Debt” shall be replaced in its entirety with: “Capital Markets Debt” means any debt for borrowed money that (i) is in the form of, or represented by, bonds, notes, debentures or other securities (other than promissory notes or similar evidences of debt under a credit agreement) and (ii) has an aggregate principal amount outstanding of (A) at least $25.0 million, at any time that any Existing Notes remain outstanding or (B) at least $75.0 million at any time that no Existing Notes remain outstanding.”

(b) “Credit Facility Debt” shall be replaced in its entirety with: “Credit Facility Debt” means any debt for borrowed money that (i) is incurred pursuant to a credit agreement, including pursuant to the Credit Facility or other agreement providing for revolving credit loans, term loans or other debt entered into between the Company or any subsidiary of the Company and any lender or group of lenders and (ii) has an aggregate principal amount outstanding or committed of (A) at least $25.0 million, at any time that any Existing Notes remain outstanding or (B) at least $75.0 million at any time that no Existing Notes remain outstanding.”

(c) “Permitted Liens” shall be amended by the following changes:

(i) removing the “and” at the end of subsection (23);

(ii) inserting the following new subsection (24) following subsection (23): “(24) Liens securing indebtedness in an aggregate principal amount at any time outstanding not exceeding $250.0 million in respect of any arrangement under which the Company or any subsidiary transfers, once or on a revolving basis, without recourse (except for indemnities and representations customary for securitization transactions and except for the retention of risk in an amount and form required by applicable laws and regulations or as is customary for a similar type of transaction) involving one or more “true sale” transactions, accounts receivable or interests therein and related assets customarily transferred in connection with securitization

 

8


transactions (a) to a trust, partnership, corporation, limited liability company or other entity, which transfer is funded in whole or in part, directly or indirectly, by the incurrence or issuance by the transferee or successor transferee of indebtedness or other securities that are to receive payments from, or that represent interests in, the cash flow derived from such accounts receivable or interests therein, or (b) directly to one or more investors or other purchasers; and”; and

(iii) renumbering original subsection (24) as subsection (25) and deleting “250.0 million” in subclause (1) and replacing it with: “$375.0 million”.

SECTION 2.14 Amendment of Events of Default. For purposes of the Notes issued hereunder, the definition of “Event of Default” in of the Original Indenture shall be amended by the following changes:

(a) In subsection (4) after “25.0 million” inserting the following: “at any time that any Existing Notes remain outstanding, or $75.0 million. at any time that no Existing Notes remain outstanding,

SECTION 2.15 Amendment of Limitation on Suits. For purposes of the Notes issued hereunder, the provision of “Limitation on Suits” in Section 6.06 of the Original Indenture shall be amended by the following changes:

(a) In subsection (iii) after “indemnity” inserting the following: “or security”.

SECTION 2.16 Amendment of Notice of Defaults. For purposes of the Notes issued hereunder, provision of “Notice of Defaults” in of the Original Indenture shall be amended by the following changes:

(a) deleting “a committee of its Responsible Officers” and replacing it with: “it”.

ARTICLE III

Defeasance

SECTION 3.1 Defeasance and Covenant Defeasance. Article Eight of the Original Indenture shall be applicable to the Notes. For purposes of Article Eight of the Original Indenture, solely for purposes of the Notes, if the Company exercises its right of covenant defeasance pursuant to Sections 8.01 and 8.03 of the Original Indenture, in addition to being released from its obligations under the provisions of the Original Indenture set forth in Section 8.03, the Company also shall be released from its obligations under Section 2.12 of this Eighth Supplemental Indenture.

ARTICLE IV

Miscellaneous

SECTION 4.1 Ratification of Original Indenture; Supplemental Indentures Part of Original Indenture. Except as expressly amended hereby, the Original Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Eighth Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder heretofore or hereafter authenticated and delivered shall be bound hereby.

SECTION 4.2 Concerning the Trustee. The recitals contained herein and in the Notes, except with respect to the Trustee’s certificates of authentication, shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Eighth Supplemental Indenture or of the Notes.

 

9


SECTION 4.3 Counterparts. This Eighth Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

SECTION 4.4 GOVERNING LAW; WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION AND SERVICES. THIS EIGHTH SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. EACH OF THE COMPANY, EACH SUBSIDIARY GUARANTOR AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY. To the fullest extent permitted by applicable law, the Company and each Subsidiary Guarantor hereby irrevocably submit to the non-exclusive jurisdiction of any federal or State court located in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Indenture or any Securities and irrevocably agree that all claims in respect of such suit or proceeding may be determined in any such court. The Company and each Subsidiary Guarantor irrevocably waive, to the fullest extent permitted by law, any objection which they may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. The Company and each Subsidiary Guarantor agree that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon them, and may be enforced in any courts to the jurisdiction of which the Company and each Subsidiary Guarantor are subject by a suit upon such judgment, provided that service of process is effected upon the Company and each Subsidiary Guarantor in the manner specified herein or as otherwise permitted by law. The Company and each Subsidiary Guarantor hereby irrevocably designate and appoint National Registered Agents, Inc. (in all jurisdictions except Virginia where the Company and each Subsidiary Guarantor hereby irrevocably designate and appoint Sarah Powell) (the “Process Agent”) as their authorized agent for purposes of this section, it being understood that the designation and appointment of the Process Agent as such authorized agent shall become effective immediately without any further action on the part of the Company or any Subsidiary Guarantor. The Company and each Subsidiary Guarantor further agree that service of process upon the Process Agent and written notice of said service to the Company and each Subsidiary Guarantor, mailed by prepaid registered first class mail or delivered to the Process Agent at its principal office, shall be deemed in every respect effective service of process upon the Company and each Subsidiary Guarantor, in any such suit or proceeding. The Company and each Subsidiary Guarantor further agree to take any and all action, including the execution and filing of any and all such documents and instruments as may be necessary, to continue such designation and appointment of the Process Agent in full force and effect so long as the Company and each Subsidiary Guarantor, have any outstanding obligations under this Indenture. To the extent the Company or any Subsidiary Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether

 

10


through service of notice, attachment prior to judgment, attachment in aid of execution, executor or otherwise) with respect to itself or its property, the Company or such Subsidiary Guarantor hereby irrevocably waives such immunity in respect of its obligations under this Indenture to the extent permitted by law.

 

11


IN WITNESS WHEREOF, the parties have caused the Indenture to be duly executed as of the date first written above.

 

Very truly yours,
ADVANCE AUTO PARTS, INC.
ADVANCE E-SERVICE SOLUTIONS, INC.
ADVANCE STORES COMPANY, INCORPORATED
ADVANCE TRUCKING CORPORATION
B.W.P. DISTRIBUTORS, INC.
DRIVERSIDE, INC.
GENERAL PARTS DISTRIBUTION LLC
GENERAL PARTS INTERNATIONAL, INC.
GENERAL PARTS, INC.
GOLDEN STATE SUPPLY LLC
GPI TECHNOLOGIES, LLC
LEE HOLDINGS NC, INC.
MOTOLOGIC, INC.
STRAUS-FRANK ENTERPRISES LLC
WESTERN AUTO OF PUERTO RICO, INC.
WESTERN AUTO OF ST. THOMAS, INC.
WORLDPAC PUERTO RICO, LLC
WORLDPAC, INC.
WORLDWIDE AUTO PARTS, INC.
By:  

/s/ Jeffrey W. Shepherd

  Name:   Jeffrey W. Shepherd
  Title:   Executive Vice President and Chief Financial Officer

ADVANCE AUTO INNOVATIONS, LLC

E-ADVANCE, LLC

By:  

/s/ Jeffrey W. Shepherd

  Name:   Jeffrey W. Shepherd
  Title:   Executive Vice President and Treasurer

[Signature Page to Eighth Supplement Indenture]


CROSSROADS GLOBAL TRADING CORP.
By:  

/s/ Jeffrey W. Shepherd

  Name:   Jeffrey W. Shepherd
  Title:   Executive Vice President, Chief
    Financial Officer and Treasurer

AAP FINANCIAL SERVICES, INC.

ADVANCE AUTO BUSINESS SUPPORT, LLC

By:  

/s/ Jeffrey W. Shepherd

  Name:   Jeffrey W. Shepherd
  Title:   President and Chief Financial Officer
ADVANCE PATRIOT, INC.
By:  

/s/ Jeffrey W. Shepherd

  Name:   Jeffrey W. Shepherd
  Title:   President and Treasurer
AUTOPART INTERNATIONAL, INC.
By:  

/s/ Jeffrey W. Shepherd

  Name:   Jeffrey W. Shepherd
  Title:   Vice President and Chief Financial Officer
DISCOUNT AUTO PARTS, LLC
By:  

/s/ Jeffrey W. Shepherd

  Name:   Jeffrey W. Shepherd
  Title:   Vice President and Treasurer

[Signature Page to Eighth Supplement Indenture]


WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Trustee
By:  

/s/ Stefan Victory

  Name:   Stefan Victory
  Title:   Vice President

[Signature Page to Eighth Supplemental Indenture]


EXHIBIT A

[Face of Note]

CUSIP: 00751Y AF3

ISIN: US00751YAF34

ADVANCE AUTO PARTS, INC.

1.750% Notes due 2027

 

No.               $350,000,000

ADVANCE AUTO PARTS, INC.

promises to pay to CEDE & CO. or registered assigns, the principal sum: $350,000,000 (THREE HUNDRED FIFTY MILLION DOLLARS AND NO CENTS), as such amount may be increased or decreased as set forth in the Schedule of Increase or Decrease in Principal Amount of Global Note attached hereto on October 1, 2027.

Interest Payment Dates: April 1 and October 1, commencing on April 1, 2021.

Record Dates: March 15 and September 15.

IN WITNESS WHEREOF, the parties have caused this instrument to be duly executed manually or by electronic copy.

 

Date:      
    ADVANCE AUTO PARTS, INC.
    By:  

 

    Name:  
    Title:  

 

WELLS FARGO BANK, NATIONAL ASSOCIATION
as Trustee
By:  

 

Name:  
Title:   Authorized Signatory
Date:  


[REVERSE SIDE OF NOTE]

1.750% Notes due 2027

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OR TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (A) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.04 OF THE ORIGINAL INDENTURE, (B) THIS SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.15(B) OF THE ORIGINAL INDENTURE, (C) THIS SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.13 OF THE ORIGINAL INDENTURE AND (D) EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.15(B) OF THE ORIGINAL INDENTURE, THIS SECURITY MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY (X) BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, (Y) BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR (Z) BY THE DEPOSITARY OR ANY NOMINEE TO A SUCCESSOR DEPOSITARY OR TO A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

 

1.

Indenture

This Security is one of a duly authorized issue of Securities of the Company, designated as its 1.750% Notes due 2027 (herein called the “Notes,” which expression includes any additional notes issued pursuant to Section 2.04 of the Eighth Supplemental Indenture (as hereinafter defined) and forming a single series therewith), issued and to be issued under an indenture, dated as of April 29, 2010 (herein called the “Original Indenture”), as supplemented by a second supplemental indenture, dated as of May 27, 2011 (the “Second Supplemental Indenture”), a fourth supplemental indenture, dated as of December 21, 2012 (the “Fourth Supplemental Indenture”), a fifth supplemental indenture, dated as of April 19, 2013 (the “Fifth Supplemental Indenture”), a seventh supplemental indenture, dated as of February 28, 2014 (the “Seventh Supplemental Indenture”), and an Eighth supplemental indenture, dated as of September 29, 2020 (the “Eighth Supplemental Indenture”) (the Original Indenture, as supplemented by the Second Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture, the Seventh supplemental Indenture and the Eighth Supplemental Indenture is hereinafter called the “Indenture”), among ADVANCE AUTO PARTS, INC., a Delaware corporation (such company, and its successors and assigns under the Indenture hereinafter referred to, being herein called the “Company”), THE SUBSIDIARY GUARANTORS listed on the signature pages hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee (the “Trustee”), to which the Indenture and all indentures supplemental thereto relevant to the Notes reference is hereby made for a complete description of the rights, limitations of rights,


obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Notes. Capitalized terms used but not defined in this Note shall have the meanings ascribed to them in the Indenture.

The Indenture imposes certain limitations on the ability of the Company and its Subsidiaries to create or incur Liens or engage in Sale and Leaseback Transactions. The Indenture also imposes certain limitations on the ability of the Company to merge, consolidate or amalgamate with or into any other person (other than a merger of a wholly owned Subsidiary into the Company) or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all of the property of the Company in any one transaction or series of related transactions.

Each Note is subject to, and qualified by, all such terms as set forth in the Indenture certain of which are summarized herein and each Holder of a Note is referred to the corresponding provisions of the Indenture for a complete statement of such terms. To the extent that there is any inconsistency between the summary provisions set forth in the Notes and the Indenture, the provisions of the Indenture shall govern.

 

2.

Interest

The Company promises to pay interest on the principal amount of this Note at the rate per annum shown above. The Company will pay interest semiannually on April 1 and October 1 of each year, [commencing April 1, 2021].1 Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from [September 29, 2020].2 Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months. If the Company delivers Global Notes to the Trustee for cancellation on a date that is after the record date and on or before the corresponding Interest Payment Date, then interest shall be paid in accordance with the provisions of DTC.

 

3.

Paying Agent, Registrar and Service Agent

Initially, the Trustee will act as Paying Agent, registrar and service agent. The Company may appoint and change any Paying Agent, registrar or co-registrar and service agent without notice. The Company or any of its Subsidiaries may act as Paying Agent, registrar, co-registrar or service agent.

 

4.

Defaults and Remedies; Waiver

If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Notes, subject to certain limitations, may declare all the Notes due and payable immediately. In the case of an Event of Default resulting from certain events of bankruptcy, insolvency or reorganization, the principal (or such specified amount) and premium, if any, of all outstanding Notes will become and be immediately due and payable without any declaration or other act by the Trustee or any Holder of outstanding Notes.

Holders of Notes may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives reasonable indemnification or security. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Notes then outstanding may direct the Trustee in its exercise of any trust or power under the Indenture.

At any time after the principal of the Notes shall have been so declared due and payable (or have become immediately due and payable), and before any judgment or decree for the payment of the moneys due shall have been obtained or entered, the Holders of a majority in aggregate principal

 

 

1 

With respect to the Notes issued on September 29, 2020.

2 

With respect to the Notes issued on September 29, 2020.


amount of the Notes then outstanding under the Indenture, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if (i) the Company has paid or deposited with the Trustee a sum sufficient to pay all matured installments of interest upon all the Notes and the principal of (and premium, if any, on) any and all Notes that shall have become due otherwise than by acceleration (with interest upon such principal and premium, if any, and, to the extent that such payment is enforceable under applicable law, upon overdue installments of interest, at the rate per annum expressed in the Notes to the date of such payment or deposit) and the amount payable to the Trustee under Section 7.07 of the Original Indenture and (ii) any and all existing Events of Default under the Indenture with respect to the Notes, other than the nonpayment of principal on Notes that shall not have become due by their terms, shall have been remedied or waived as provided in Section 6.04 of the Original Indenture. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

The Holders of a majority in principal amount of the Notes by notice to the Trustee may waive an existing Default and its consequences except a Default in the payment of the principal amount of premium, if any, and accrued and unpaid interest on a Note. When a Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or impair any consequent right.

 

5.

Amendment

In addition to any supplemental indenture otherwise authorized by the Indenture, the Company, the Subsidiary Guarantors and the Trustee may from time to time and at any time enter into supplemental indentures (which shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of any Holder of Notes, for one or more of the following purposes: (i) to evidence the succession of another person to the Company or any Subsidiary Guarantor and the assumption by such successor of the Company’s or such Subsidiary Guarantor’s covenants, agreements and obligations; (ii) to surrender any right or power conferred upon the Company or any Subsidiary Guarantor by the Indenture, to add to the covenants of the Company or any Subsidiary Guarantor such further covenants, restrictions, conditions or provisions for the protection of the Holders of all or any Notes as the Board of Directors of the Company shall consider to be for the protection of the Holders of such Notes, and to make the occurrence, or the occurrence and continuance, of a default in respect of any such additional covenants, restrictions, conditions or provisions a Default or an Event of Default under the Indenture; provided, however, that with respect to any such additional covenant, restriction, condition or provision, such amendment may provide for a period of grace after default, which may be shorter or longer than that allowed in the case of other Defaults, may provide for an immediate enforcement upon such Default, may limit the remedies available to the Trustee upon such Default or may limit the right of Holders of a majority in aggregate principal amount of the Notes to waive such default; (iii) to cure any ambiguity or correct or supplement any provision contained in the Indenture, in any supplemental indenture or in any Notes that may be defective or inconsistent with any other provision contained therein; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee, or to make such other provisions in regard to matters or questions arising under the Indenture as shall not adversely affect the interests of any Holders of Notes; (v) to modify or amend the Indenture in such a manner as to permit the qualification of the Indenture or any supplemental indenture thereto under the Trust Indenture Act as then in effect; (vi) to add or to change any of the provisions of the Indenture to provide that Notes in bearer form may be registrable as to principal, to change or eliminate any restrictions on the payment of principal or premium with respect to Notes in registered form or of principal, premium or interest with respect to Notes in bearer form, or to permit Notes in registered form to be exchanged for Notes in bearer form, so as to not adversely affect the interests of the Holders or any coupons in any material respect or permit or facilitate the issuance of Notes in uncertificated form; (vii) to secure


the Notes; (viii) to release Subsidiary Guarantors as provided in Article Ten of the Indenture; (ix) to make any change that does not adversely affect the rights of any Holder in any material respect; (x) to add

to, change, or eliminate any of the provisions of the Indenture with respect to the Notes, so long as any such addition, change or elimination not otherwise permitted under the Indenture shall (A) neither apply to any Note created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor modify the rights of the Holders of any such Note with respect to the benefit of such provision or (B) become effective only when there is no such Note outstanding; and (xi) to evidence and provide for the acceptance of appointment by a successor or separate Trustee with respect to the Notes and to add to or change any of the provisions of the Indenture as shall be necessary to provide for or facilitate the administration of the Indenture by more than one Trustee.

With the written consent (as evidenced as provided in Section 9.02 of the Original Indenture) of the Holders of at least a majority in principal amount of the Notes at the time outstanding affected by such amendment (including consents obtained in connection with a tender offer or exchange offer for the Notes), the Company the Subsidiary Guarantors and the Trustee, may amend the Indenture without notice to any Holder; provided that no such amendment shall, without the consent of the Holders of each Note then outstanding and affected thereby, (i) reduce the principal amount of Notes whose Holders must consent to an amendment, modification, supplement or waiver; (ii) reduce the rate of or extend the time for payment of interest on any Note; (iii) reduce the principal of or change the Stated Maturity of any Note; (iv) reduce the amount payable upon the redemption of any Note or add redemption provisions to any Note; (v) make any Note payable in money other than that stated in the Note or, other than in accordance with the provisions of Article Ten of the Indenture, eliminate any existing Subsidiary Guarantor; or (vi) make any change in the Sections of the Indenture relating to waivers of past defaults and the rights of Holders to receive payments, or in the foregoing amendment and waiver provisions. It shall not be necessary for the consent of the Holders to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof.

Any consent to an amendment or a waiver by the Holder of this Note (unless revoked as provided in the Indenture) shall be conclusive and binding upon such Holder and upon all future Holders and owners of this Note and any Notes that may be issued in exchange or substitution hereof, irrespective of whether or not any notation thereof is made upon this Note or such other Notes. Any Holder or subsequent Holder may revoke its consent if the Trustee receives the notice of revocation before the date the amendment or waiver becomes effective. Neither the Company nor any Affiliate of the Company shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes unless such consideration is offered to be paid to all Holders, ratably, that so consent, waive or agree to amend.

 

6.

Obligations Absolute

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Note at the place, at the respective times, at the rate and in the coin or currency herein prescribed.

 

7.

Redemption Upon a Change of Control Triggering Event

Upon a Change of Control Triggering Event, any Holder of Notes shall have the right to cause the Company to repurchase all or any part of the Notes of such Holder at a repurchase price


equal to 101% of the principal amount of the Notes to be repurchased plus accrued interest, if any, to the date of repurchase (subject to the right of holders of record on the relevant record date to receive interest due on the related interest payment date) as provided in, and subject to the terms of, the Indenture.

 

8.

Sinking Fund

The Notes shall not be redeemable at the option of any Holder thereof, upon the occurrence of any particular circumstances or otherwise. The Notes will not have the benefit of any sinking fund.

 

9.

Denominations; Transfer; Exchange

The Notes are issuable in registered form without coupons in minimum denominations of $2,000 principal amount and integral multiples of $1,000 in excess thereof. When Notes are presented to the Registrar or a co-registrar with a request to register a transfer or to exchange them for an equal principal amount of Notes, the Registrar shall register the transfer or make the exchange in the manner and subject to the limitations provided in the Indenture, without payment of any service charge but with payment of a sum sufficient to cover any transfer tax or other governmental charge that may be imposed in connection with any registration or exchange of Notes.

The Company and the Registrar shall not be required (a) to issue, register the transfer of or exchange any Notes during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption and ending at the close of business on the day of such mailing or (b) to register the transfer or exchange of Notes selected, called or being called for redemption as a whole or the portion being redeemed of any such Notes selected, called or being called for redemption in part.

 

10.

Further Issues of Notes

The Company may from time to time, without the consent of the Holders of the Notes and in accordance with the Indenture, create and issue further notes having the same terms and conditions as the Notes in all respects (or in all respects except for the first payment of interest) so as to form a single series with the Notes.

 

11.

Optional Redemption

The Notes may be redeemed at the option of the Company, upon notice as set forth in the Indenture, in whole at any time or in part from time to time prior to August 1, 2027 (two months prior to the Stated Maturity of the Notes), on the terms set forth in the Indenture. The Notes may be redeemed in whole at any time or in part from time to time on or after August 1, 2027 (two months prior to the Stated Maturity of the Notes), at the option of the Company, at a redemption price equal to 100% of the principal amount of the Notes being redeemed.

 

12.

[RESERVED]

 

13.

Persons Deemed Owners

The ownership of Notes shall be proved by the register maintained by the Registrar.

 

14.

No Recourse Against Others

No shareholder, partner, manager, member, director, officer, employee, agent or incorporator, as such, of any Company or any Subsidiary Guarantor shall have any liability for any


obligations of the Company under the Notes or the Indenture or a Subsidiary Guarantor under its Subsidiary Guarantee or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Note, each Holder shall waive and release all such liability. This waiver and release shall be part of the consideration for the issuance of the Notes.

 

15.

Discharge and Defeasance

Subject to certain conditions set forth in the Indenture, the Company at any time may terminate some or all of its obligations under the Notes if the Company deposits with the Trustee money and/or U.S. Government Obligations for the payment of principal of, premium, if any, and interest on the Notes to redemption or maturity, as the case may be.

 

16.

Unclaimed Money

Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, or interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and payable shall be paid to the Company on its request or, if then held by the Company, shall be discharged from such trust. Thereafter the Holder of such Note shall look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, shall at the expense of the Company cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Company.

 

17.

Trustee Dealings with the Company

Subject to certain limitations imposed by the Trust Indenture Act, the Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent, Registrar or co-Paying Agent may do the same with like rights.

 

18.

Calculations in respect of the Notes

Except as otherwise provided by the Indenture, the Company will be responsible for making all calculations called for under the Notes. The Company will make all these calculations in good faith and, absent manifest error, the Company’s calculations will be final and binding on Holders of Notes. The Company will provide a schedule of its calculations to the Trustee and the Trustee is entitled to rely conclusively upon the accuracy of the Company’s calculations without independent verification. The Trustee will forward the Company’s calculations to any Holder of Notes upon the written request of that Holder.

 

19.

Abbreviations

Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).


20.

CUSIP Numbers

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.


OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Company pursuant to Section 2.12 of the Indenture, check the box below:

 

If you want to elect to have only part of the Note purchased by the Company pursuant to Section 2.12 of the Indenture, state the amount you elect to have purchased:

 

$   

 

Date:   

 

Your Signature:.   

 

(Sign exactly as your name appears on the face of this Note)

Tax Identification No.:   

 

Signature Guarantee*:   

 

* Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.


ASSIGNMENT FORM

For value received hereby sell(s), assign(s) and transfer(s) unto (please insert social security or other identifying number of assignee) the within Note, and hereby irrevocably constitutes and appoints attorney to transfer the said Note on the books of the Company, with full power of substitution in the premises.

 

Dated:  

 

 

 

Signature(s)

Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15.

 

 

Signature Guarantee


INCREASES OR DECREASES IN PRINCIPAL

AMOUNT OF GLOBAL NOTE

The initial principal amount of this Global Note is $350,000,000. The following increases or decreases in this Global Note have been made:

 

Date of Increase or Decrease    Amount of Decrease in Principal Amount of this Global Note   

Amount of Increase in

Principal Amount of this Global Note

  

Remaining Principal Amount of this Global

Note Following such Decrease or Increase

   Signature of Authorized Signatory of Trustee or Custodian
           
           
           

Exhibit 5.1

[White & Case LLP Letterhead]

September 29, 2020

Advance Auto Parts, Inc.

2635 East Millbrook Road

Raleigh, North Carolina 27604

Ladies and Gentlemen:

We have acted as New York, California and Texas counsel to Advance Auto Parts, Inc., a corporation organized under the laws of Delaware (the “Company”), and each of the subsidiaries of the Company listed on Schedule I hereto (the “Covered Guarantors” and, together with the Company, the “AAP Entities”), in connection with the preparation and filing under the Securities Act of 1933, as amended (the “Act”), with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-3 (File No. 333-248963) on September 22, 2020 (the “Registration Statement”), a Prospectus dated September 22, 2020, forming part of the Registration Statement (the “Base Prospectus”), a Prospectus Supplement dated September 22, 2020, relating to the issuance and sale of $350.0 million in aggregate principal amount of the Company’s 1.750% Notes due 2027 (the “Notes”), filed pursuant to Rule 424(b) under the Act (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”). The Notes will be issued pursuant to an Indenture dated April 29, 2010 (the “Base Indenture”), among the Company, the Covered Guarantors and each of the subsidiaries of the Company listed on Schedule II hereto (the “Non-Covered Guarantors” and, together with the Covered Guarantors, the “Guarantors”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by the Eighth Supplemental Indenture dated September 29, 2020 (the “Eighth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Company, the Guarantors and the Trustee. In connection with the issuance and sale of the Notes, the Company, the Guarantors and BofA Securities, Inc. and J.P. Morgan Securities LLC, as representatives of the several Underwriters named in the Underwriting Agreement, acting severally and not jointly (the “Underwriters”), entered into an Underwriting Agreement dated September 22, 2020 (the “Underwriting Agreement”).

In connection with the opinions expressed herein, we have examined originals or copies (certified or otherwise identified to our satisfaction) of corporate records, agreements, documents, and other instruments, matter of law, proceedings and such certificates or comparable documents of public officials and of officers and representatives of the AAP Entities, including: (i) the certificates of incorporation (or equivalent documents) of the AAP Entities, (ii) the by-laws (or equivalent documents) of the AAP Entities, (iii) the resolutions or written consents, as applicable, of the AAP Entities relating to the filing of the Registration Statement, (iv) the Registration Statement, (v) the Prospectus, (vi) the Indenture, (vii) the Notes and (viii) the Underwriting Agreement, and have made such inquiries of such officers and representatives as we have deemed necessary as a basis for the opinions set forth in this opinion letter. In rendering such opinion, we have assumed, without independent investigation or verification of any kind, the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as copies, the truthfulness, completeness and correctness of all factual representations and statements contained in all documents and the accuracy and completeness of all public records examined by us. As to all questions of fact material to this opinion that have not been independently established, we have relied upon certificates or comparable documents of public officials and officers and representatives of the AAP Entities and documents furnished to us by the AAP Entities and representations by the AAP Entities without independent investigation or verification of any kind of their accuracy.


Based upon our examination of such documents, certificates, records, authorizations and proceedings as we have deemed relevant, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that when the Notes are authorized, executed and delivered by the Company and duly authenticated by the Trustee pursuant to the Indenture and delivered and paid for by the Underwriters in accordance with the Underwriting Agreement, (i) the Notes will constitute valid and legally binding obligations of the Company under the laws of the State of New York, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization or other similar laws affecting the rights of creditors generally and general principles of equity (whether applied by a court of law or equity) and (ii) the guarantees will constitute valid and legally binding obligations of the Guarantors under the laws of the State of New York, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization or other similar laws affecting the rights of creditors generally and general principles of equity (whether applied by a court of law or equity).

Our opinions expressed above are subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of any laws except the laws of the State of New York and, to the extent relevant for our opinions herein, the Delaware General Corporation Law, the Delaware Limited Liability Company Act, the California Corporations Code and the Texas Limited Liability Company Law. For purposes of our opinions with respect to the Non-Covered Guarantors, we have, without conducting any research or investigation with respect thereto, relied on the opinions of (i) Williams Mullen with respect to matters of Massachusetts, North Carolina and Virginia law and (ii) Brownstein Hyatt Farber Schreck, LLP with respect to matters of Nevada law.

With your consent, we have assumed (a) that the Indenture has been authorized, executed and delivered by the Trustee, (b) that the Indenture and the Notes constitute valid and legally binding obligations of the parties thereto other than the Company and the Guarantors, enforceable against such parties in accordance with their respective terms, and (c) the Trustee is in compliance, generally and with respect to acting as trustee under the Indenture, with all applicable laws and regulations.

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to a Current Report on Form 8-K and its incorporation by reference into the Registration Statement and to the reference to our firm in the Prospectus Supplement under the caption “Legal Matters.” In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act and the rules and regulations of the Commission promulgated thereunder.

The opinions set forth in this letter are effective as of the date hereof. We assume no responsibility to update this opinion letter for, or to advise you of, any fact or circumstance occurring, or of which we learn, subsequent to the date of this opinion letter, including, without limitation, legislative and other changes in the law or changes in circumstances, regardless of whether or not they affect the opinions expressed in this opinion letter.

The opinions expressed above are limited to the matters stated in this opinion letter, and no opinion is implied or may be inferred beyond those expressly stated in this opinion letter.

 

Very truly yours,

 

/s/ White & Case LLP

(Attachments)

AW / GK / AS / LA / AR


Schedule I

Covered Guarantors

 

A.

Delaware Corporate Guarantors:

Advance Patriot, Inc.

Driverside, Inc.

Lee Holdings NC, Inc.

MotoLogic, Inc.

Western Auto of Puerto Rico, Inc.

Western Auto of St. Thomas, Inc.

WORLDPAC, Inc.

 

B.

Delaware LLC Guarantors:

GPI Technologies, LLC

WORLDPAC Puerto Rico, LLC

 

C.

New York Guarantor:

B.W.P. Distributors, Inc.

 

D.

California Guarantor:

Worldwide Auto Parts, Inc.

 

E.

Texas Guarantor:

Straus-Frank Enterprises LLC


Schedule II

Non-Covered Guarantors

 

A.

Massachusetts Guarantor:

Autopart International, Inc.

 

B.

North Carolina Guarantors:

General Parts International, Inc.

General Parts Distribution, LLC

General Parts, Inc.

 

C.

Nevada Guarantor:

Golden State Supply LLC

 

D.

Virginia Guarantors:

AAP Financial Services, Inc.

Advance Auto Business Support, LLC

Advance Auto Innovations, LLC

Advance e-Service Solutions, Inc.

Advance Stores Company, Incorporated

Advance Trucking Corporation

Crossroads Global Trading Corp.

Discount Auto Parts, LLC

E-Advance, LLC

Exhibit 5.2

September 29, 2020

Board of Directors

Advance Auto Parts, Inc.

Advance Stores Company, Incorporated

AAP Financial Services, Inc.

Advance e-Service Solutions, Inc.

Advance Trucking Corporation

Autopart International, Inc.

Crossroads Global Trading Corp.

General Parts International, Inc.

General Parts, Inc.

2635 East Millbrook Road

Raleigh, North Carolina 27604

Managers

Advance Auto Business Support, LLC

Discount Auto Parts, LLC

Advance Auto Innovations, LLC

E-Advance, LLC

General Parts Distribution LLC

2635 East Millbrook Road

Raleigh, North Carolina 27604

 

  Re:

Advance Auto Parts, Inc. – 1.750% Notes due 2027

Ladies and Gentlemen:

We have acted as local counsel to the subsidiaries of Advance Auto Parts, Inc., a Delaware corporation (the “Issuer”), listed on Schedule I attached (collectively, the “Subsidiary Guarantors”) in connection with the filing of a Registration Statement on Form S-3 (File No. 333-248963), dated as of September 22, 2020 (the “Registration Statement”), including the base prospectus, dated September 22, 2020 (the “Base Prospectus”), contained therein, as supplemented by the preliminary prospectus supplement, dated September 22, 2020 (the “Preliminary Prospectus Supplement”), and the final prospectus supplement, dated September 22, 2020 (the “Final Prospectus Supplement” and, together with the Base Prospectus and the Preliminary Prospectus Supplement, the “Prospectus”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to (i) the issuance and sale of $350,000,000 principal amount of the Issuer’s 1.750% Notes due 2027 (the “Notes”) and (ii) the issuance by the Subsidiary Guarantors of the Subsidiary Guarantees (as defined below) (collectively, the “Transaction”). The Notes will be guaranteed (the “Subsidiary Guarantees”) on an unsecured basis by each of the Subsidiary Guarantors. The Notes and the

 

Williams Mullen Center | 200 South 10th Street, Suite 1600 Richmond, VA 23219 | P.O. Box 1320 Richmond, VA 23218

T 804.420.6000 F 804.420.6507 | williamsmullen.com | A Professional Corporation


September 29, 2020

Page 2

 

Subsidiary Guarantees will be issued pursuant to the Indenture, dated as of April 29, 2010 (the “Base Indenture”), among the Issuer, the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by an eighth supplemental indenture, dated as of September 29, 2020 (the “Eighth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).

At your request, this opinion letter is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

In rendering the opinions expressed herein, we have examined the Registration Statement and the Prospectus prepared by the Issuer and the Subsidiary Guarantors in connection with the issuance and sale of the Notes and the Subsidiary Guarantees, and the documents incorporated by reference into the Registration Statement and the Prospectus. We also have examined executed originals or copies of executed originals of the Indenture (including the Subsidiary Guarantees), the Notes and such other documents, instruments, agreements, records and certificates of public officials and of the Issuer and the Subsidiary Guarantors, and their respective officers, as we have deemed necessary or appropriate for the purpose of rendering the opinions expressed below.

We have assumed, with your permission and without independent verification or inquiry, the (i) genuineness of all signatures on all documents, (ii) authenticity of all documents submitted to us as originals, (iii) conformity to the authentic originals of all documents submitted to us as copies, and (iv) legal competency of all natural persons.

With respect to various factual matters material to our opinions, we have relied, to the extent that we deemed such reliance proper, upon certificates of officers of the Issuer and of the Subsidiary Guarantors, respectively, and upon certificates of public officials. We have assumed the correctness of the factual matters contained in such reliance sources and do not have knowledge, without an investigation for the purpose, that such factual matters are incorrect.

The opinions expressed herein are limited in all respects to the application of (i) the laws of the Commonwealth of Virginia and the State of North Carolina and (ii) the Massachusetts Business Corporations Act, G.L. C156D, in each case as currently in effect. We have made no review of, and disclaim the giving of any opinion herein with respect to, any other laws or regulations or the laws or regulations of any other jurisdiction or the effect of any such laws or regulations on the Subsidiary Guarantors or any of their respective subsidiaries.

Based on the foregoing, and subject to the limitations and qualifications set forth herein, we give you our opinions, as of the date hereof, as follows:


September 29, 2020

Page 3

 

(i) Each Subsidiary Guarantor is a corporation or limited liability company, as the case may be, validly existing and in good standing or, with respect to a limited liability company, validly existing under the laws of the corresponding jurisdiction set forth opposite the name of each Subsidiary Guarantor on Schedule I attached.

(ii) The execution and delivery by each of the Subsidiary Guarantors of the Indenture, and the performance by each of the Subsidiary Guarantors of its obligations under the Indenture (including the Subsidiary Guarantees), are within such Subsidiary Guarantor’s corporate or limited liability company powers, as the case may be, and have been duly authorized by all requisite corporate or limited liability company action, as the case may be, on the part of such Subsidiary Guarantor.

(iii) The Indenture has been duly executed and delivered by each of the Subsidiary Guarantors.

The opinions expressed in opinion paragraph (i) above as to the existence or good standing of each Subsidiary Guarantor in its jurisdiction of formation (i) are given solely on the basis of the certificates of good standing and certificates of fact, as applicable, that we have obtained for each Subsidiary Guarantor (the “Status Certificates”), and speak only as of the date of the respective Status Certificates and not as of the date of this opinion letter and (ii) are limited to the meaning ascribed to the Status Certificates by the Virginia State Corporation Commission, the North Carolina Secretary of State and the Secretary of the Commonwealth of the Commonwealth of Massachusetts, as applicable, and the law of such jurisdiction.

We hereby consent to the filing of this opinion letter as an exhibit to a Current Report on Form 8-K and to the reference to our firm appearing under the caption “Legal Matters” in the Prospectus. In giving such consent, we do not hereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Securities Act or the rules or regulations of the Commission thereunder. Our opinions are expressed as of the date hereof, and we do not assume any obligation to update or supplement our opinions to reflect any facts or circumstances subsequently arising or any change in law subsequently occurring. Our opinions are limited to the matters expressly stated herein, and no opinion is implied or may be inferred beyond such matters. Subject to all of the qualifications, limitations, exceptions, restrictions and assumptions set forth herein, White & Case LLP may rely on this opinion letter as if it were an addressee hereof on this date for the sole purpose of rendering its opinion letter to the Issuer, as filed with the Commission as an exhibit to a Current Report on Form 8-K.

/s/ WILLIAMS MULLEN


September 29, 2020

Page 4

 

SCHEDULE I

Subsidiary Guarantors

 

Subsidiary Guarantor    Jurisdiction of Formation
AAP Financial Services, Inc.    Virginia
Advance Auto Business Support, LLC    Virginia
Advance Auto Innovations, LLC    Virginia
Advance e-Service Solutions, Inc.    Virginia
Advance Stores Company, Incorporated    Virginia
Advance Trucking Corporation    Virginia
Autopart International, Inc.    Massachusetts
Crossroads Global Trading Corp.    Virginia
Discount Auto Parts, LLC    Virginia
E-Advance, LLC    Virginia
General Parts Distribution LLC    North Carolina
General Parts International, Inc.    North Carolina
General Parts, Inc.    North Carolina

Exhibit 5.3

September 29, 2020

Advance Auto Parts, Inc.

2635 East Millbrook Road

Raleigh, North Carolina 27604

Ladies and Gentlemen:

We have acted as local Nevada counsel to Advance Auto Parts, Inc., a Delaware corporation (the “Company”), and Golden State Supply LLC, a Nevada limited liability company (the “Nevada Guarantor”), in connection with the registration under the Securities Act of 1933, as amended (the “Act”), pursuant to the Registration Statement on Form S-3 (File No. 333-248963) (the “Registration Statement”), including the base prospectus, dated September 22, 2020 (the “Base Prospectus”), contained therein, as supplemented by the preliminary prospectus supplement, dated September 22, 2020 (the “Preliminary Prospectus Supplement”), and the final prospectus supplement, dated September 22, 2020 (the “Final Prospectus Supplement” and, together with the Base Prospectus and the Preliminary Prospectus Supplement, the “Prospectus”), each as filed by the Company with the Securities and Exchange Commission (the “Commission”), of $350,000,000 aggregate principal amount of the Company’s 1.750% Notes due 2027 (the “Notes”), issued pursuant to (i) that certain Indenture, dated as of April 29, 2010, by and among the Company, the subsidiary guarantors from time to time party thereto and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by the Eighth Supplemental Indenture, dated as of the date hereof (the “Eighth Supplemental Indenture”), by and among the Company, the Subsidiary Guarantors (as defined therein) party thereto, including the Nevada Guarantor, and the Trustee (as so supplemented, the “Indenture”), including the guarantee set forth in Article Ten thereof (the “Guarantee” and, together with the Notes, the “Securities”), and (ii) that certain Underwriting Agreement, dated as of September 22, 2020 (the “Underwriting Agreement”), by and among the Company, the Subsidiary Guarantors (as defined therein) party thereto, including the Nevada Guarantor, and J.P. Morgan Securities LLC and BofA Securities, Inc., as representatives of the several underwriters named in Schedule 1 of the Underwriting Agreement.

In our capacity as such counsel, we are familiar with the proceedings taken and proposed to be taken by the Company and the Nevada Guarantor in connection with the registration and issuance of the Notes and the guarantee thereof by the Nevada Guarantor pursuant to the Indenture, as contemplated by the Underwriting Agreement and as described in the Registration Statement and the Prospectus. For purposes of this opinion letter, and except to the extent set forth in the opinions below, we have assumed all such proceedings have been timely completed or will be timely completed in the manner presently proposed in the Registration Statement and the Prospectus.

For purposes of issuing this opinion letter, we have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction as being true copies of (i) the Registration Statement, including the Prospectus, (ii) the Indenture, including the Guarantee, (iii) the Underwriting Agreement, (iv) the articles of organization and operating agreement, each as amended to date, of the Nevada Guarantor, (v) the resolutions of the managers of the Nevada Guarantor with respect to the Notes and the guarantee thereof by the Nevada Guarantor pursuant to the Indenture and (vi) such other agreements, instruments, limited liability company records and other documents as we have deemed necessary or appropriate. We have also obtained from managers, officers, representatives and agents of the Nevada Guarantor and from public officials, and have relied upon, such certificates, representations, assurances and public filings as we have deemed necessary or appropriate for the purpose of issuing the opinions set forth herein.

 

   100 North City Parkway, Suite 1600
   Las Vegas, NV 89106-4614
   main 702.382.2101


Advance Auto Parts, Inc.

September 29, 2020

Page 2

 

Without limiting the generality of the foregoing, in issuing this opinion letter, we have, with your permission, assumed without independent verification that (i) the statements of fact and representations and warranties set forth in the documents we have reviewed are true and correct as to factual matters; (ii) each natural person executing a document has sufficient legal capacity to do so; (iii) all documents submitted to us as originals are authentic, the signatures on all documents that we have examined are genuine, and all documents submitted to us as certified, conformed, photostatic, electronic or facsimile copies conform to the original documents; and (iv) all limited liability company records made available to us by the Nevada Guarantor, and all public records we have reviewed, are accurate and complete.

We are qualified to practice law in the State of Nevada. The opinions set forth herein are expressly limited to the general corporate laws of the State of Nevada in effect on the date hereof, and we do not purport to be experts on, or to express any opinion with respect to the applicability thereto or the effect thereon of, the laws of any other jurisdiction. We express no opinion herein concerning, and we assume no responsibility as to laws or judicial decisions related to, or any orders, consents or other authorizations or approvals as may be required by, any federal laws, rules or regulations, including, without limitation, any federal securities laws, rules or regulations, or any state securities or “Blue Sky” laws, rules or regulations.

Based on the foregoing and in reliance thereon, and having regard to legal considerations and other information that we deem relevant, we are of the opinion that:

1.    The Nevada Guarantor is validly existing as a limited liability company and is in good standing under the laws of the State of Nevada.

2.    The Nevada Guarantor has the limited liability company power and authority to execute and deliver the Indenture and to perform its obligations thereunder (including under the Guarantee).

3.    The execution and delivery by the Nevada Guarantor of the Indenture and the performance by the Nevada Guarantor of its obligations thereunder (including under the Guarantee) have been duly authorized.

4.    The Nevada Guarantor has duly executed and delivered the Indenture.

The opinions expressed herein are based upon the applicable laws of the State of Nevada and the facts in existence on the date hereof. In delivering this opinion letter to you, we disclaim any obligation to update or supplement the opinions set forth herein or to apprise you of any changes in such laws or facts after the date hereof. No opinion is offered or implied as to any matter, and no inference may be drawn, beyond the strict scope of the specific issues expressly addressed by the opinions set forth herein.

We hereby consent to your filing this opinion letter as an exhibit to a Current Report on Form 8-K and to the reference to our firm in the Prospectus under the heading “Legal Matters”. In giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder. Subject to all of the qualifications, limitations, exceptions, restrictions and assumptions set forth herein, White & Case LLP may rely on this opinion letter as if it were an addressee hereof on this date for the sole purpose of issuing its opinion letter to the Company relating to the validity of the Securities, as filed with the Commission as an exhibit to the Current Report on Form 8-K.


Advance Auto Parts, Inc.

September 29, 2020

Page 3

 

Very truly yours,
/s/ Brownstein Hyatt Farber Schreck, LLP