American Tire Distributors Announces Private Offering of Senior Subordinated Notes

CHARLOTTE, N.C., March 23, 2017 /PRNewswire/ -- Today, American Tire Distributors, Inc. (ATD) the direct subsidiary of American Tire Distributors Holdings, Inc. (Holdings), announced that it intends to offer $100.0 million aggregate principal amount of debt securities in the form of additional 10 ¼% senior subordinated notes due 2022, subject to market conditions and other factors. The notes will be guaranteed on a senior subordinated unsecured basis by Holdings and certain of its other subsidiaries. ATD intends to use the proceeds from the sale of the notes to repay indebtedness outstanding under its U.S. dollar denominated ABL credit facility and to pay related fees and expenses.

The notes are being sold in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the Securities Act), and to non-U.S. persons outside the United States under Regulation S under the Securities Act. The notes have not been registered under the Securities Act, and unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.

This announcement is neither an offer to sell nor a solicitation of an offer to buy the notes, nor shall there be any sale of the notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. This announcement is being issued pursuant to and in accordance with Rule 135c under the Securities Act.

Forward Looking Statements

This announcement contains forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, and other future conditions. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place significant reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. Important factors that could cause actual results and events to differ materially from those indicated in the forward-looking statements include, among others: demand for tire products is lower when general economic conditions are weak and decreases in the availability of consumer credit or consumer spending could adversely affect our business, results of operations or cash flows; we depend on manufacturers to provide us with the products we sell and disruptions in these relationships or manufacturers' operations could adversely affect our results of operations, financial condition or cash flows; we may not realize the growth opportunities and cost savings synergies that we anticipate from our recent acquisitions and strategic initiatives; the failure of our information technology systems could disrupt our business operations, which could have a material adverse effect on our business, financial condition and results of operations; our business requires a significant amount of cash, and fluctuations in our cash flows may adversely affect our ability to fund our business or acquisitions or satisfy our debt obligations; the industry in which we operate is highly competitive and our failure to effectively compete may adversely affect our results of operations, financial condition and cash flows; pricing volatility for raw materials acquired by our suppliers could result in increased costs and may affect our profitability; attempts to expand our distribution services into new geographic markets may adversely affect our business, results of operations, financial condition or cash flows; we regularly seek to grow our business through acquisitions, and our inability to identify desirable acquisition targets or integrate such acquisitions could have a material adverse effect on us; future acquisitions could require us to issue additional debt or equity; and our substantial indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations under our notes and our other indebtedness. Given these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. Any forward-looking statement that we make in this announcement speaks only as of the date of such statement, and we undertake no obligation to update any forward-looking statements or to publicly announce the results of any revisions to any of those statements to reflect future events or developments. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless specifically expressed as such, and should only be viewed as historical data.

SOURCE American Tire Distributors, Inc.