Advance Auto Parts Preps Private Senior Notes via Amendment No. 7
Rhea-AI Filing Summary
On 24 Jul 2025, Advance Auto Parts (AAP) filed an 8-K announcing steps to launch a private placement of senior notes due 2030 and 2033.
Item 1.01 – Material Definitive Agreement: The company executed Amendment No. 7 to its 9 Nov 2021 Credit Agreement with Bank of America and other lenders. The amendment expressly permits issuance of the new notes; full text is provided in Exhibit 10.1.
Item 7.01 – Regulation FD: Excerpts from the preliminary offering memorandum (Exhibit 99.1) have been furnished—not filed—to provide investors with high-level details of the proposed offering.
Item 8.01 – Other Events: Exhibit 99.2 contains the press release formally announcing the contemplated notes offering. The filing clarifies that it is not an offer to sell securities under applicable laws.
No financial results, guidance or note sizing/pricing terms were disclosed. Investors should monitor final terms to gauge leverage and liquidity impact.
Positive
- Amendment No. 7 expands financing flexibility by explicitly permitting issuance of new senior notes, potentially bolstering liquidity.
Negative
- The contemplated senior notes will add incremental debt, likely increasing leverage and future interest expense once issued.
Insights
TL;DR: Amendment authorizes 2030/2033 notes, improving funding flexibility; leverage impact unknown—event currently neutral for credit profile.
Assessment: Allowing new senior notes signals ready access to debt markets and preserves revolver capacity, a modest positive for near-term liquidity. However, without disclosed amounts, coupons, or use-of-proceeds, the action could equally heighten leverage and interest burden. As the furnished memorandum is preliminary and the transaction is private, material credit metrics remain unchanged today. Overall impact is contingent on final deal terms.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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INFORMATION TO BE INCLUDED IN THE REPORT
| Item 1.01 | Entry into a Material Definitive Agreement |
On July 24, 2025, Advance Auto Parts, Inc. (the “Company”) entered into Amendment No. 7 to the Credit Agreement (“Amendment No. 7”), dated November 9, 2021, by and among the Company, as Borrower, Advance Stores Company, Incorporated, as a Guarantor, the lenders party thereto, and Bank of America, N.A., as administrative agent. Amendment No. 7, among other things, permits the issuance of the Notes (as defined below).
The foregoing summary of the amendment is qualified by reference to the full text of Amendment No. 7, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
| Item 7.01 | Regulation FD Disclosure |
The Company is disclosing under Item 7.01 of this Current Report on Form 8-K the information contained in Exhibit 99.1, which information is incorporated by reference herein. The information contained in Exhibit 99.1 is excerpted from a preliminary offering memorandum that is being disseminated in connection with the Company’s private offering of senior notes due 2030 and 2033 (together, the “Notes”).
This Current Report on Form 8-K is not an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sales of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
| Item 8.01 | Other Events |
The Company is filing as Exhibit 99.2 hereto a press release issued on July 24, 2025 announcing the proposed private offering of the Notes. The contents of such press release are incorporated by reference in this Item 8.01.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Exhibit Description | |
| 10.1 | Amendment No. 7 to the Credit Agreement, dated as of July 24, 2025. | |
| 99.1 | Excerpts from Preliminary Offering Memorandum. | |
| 99.2 | Press Release, dated July 24, 2025, issued by Advance Auto Parts, Inc. | |
| 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) | |
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. | ||||||
| July 24, 2025 | /s/ Ryan P. Grimsland | |||||
| Ryan P. Grimsland | ||||||
| Executive Vice President, Chief Financial Officer | ||||||
FAQ
What did Advance Auto Parts (AAP) disclose in its 8-K dated July 24 2025?
Why was Amendment No. 7 to AAP’s Credit Agreement necessary?
Are the new senior notes already priced or sized?
Does the filing constitute an offer to buy or sell the notes?
Where can investors find the full credit agreement amendment?
