Obligation Advanced Auto Parts 5.75% ( US00751YAA47 ) en USD

Advanced Auto Parts

100 % ▼

Etas-Unis

US00751YAA47 ( en USD )

5.75% par an ( paiement semestriel )

01/05/2020 - Obligation échue

Prospectus brochure de l'obligation Advance Auto Parts US00751YAA47 en USD 5.75%, échue

2 000 USD

300 000 000 USD

00751YAA4

N/A

Advance Auto Parts est une entreprise américaine de vente au détail de pièces automobiles, d'accessoires et de services d'entretien automobile, exploitant un vaste réseau de magasins physiques et une plateforme de commerce électronique.

L'Obligation émise par Advanced Auto Parts ( Etas-Unis ) , en USD, avec le code ISIN US00751YAA47, paye un coupon de 5.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/05/2020

Final Prospectus Supplement
Page 1 of 73
424B5 1 d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed pursuant to Rule 424(b)(5)
File No. 333-166291
CALCULATION OF REGISTRATION FEE

Title of each class of securities
Amount to be Proposed maximum Maximum aggregate
Amount of
to be registered
registered
offering price
offering price
registration fee (1)(2)
5.750% Notes due 2020
$300,000,000
99.587%
$298,761,000
$21,301.66
Guarantees of 5.750% Notes due 2020
--
--
--

--

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
(2) Pursuant to Rule 457(n) of the Securities Act, no separate fee is payable with respect to guarantees of the
notes being registered.
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Prospectus supplement
(To prospectus, dated April 26, 2010)

Advance Auto Parts, Inc.
$300,000,000
5.750% Notes due 2020

Interest payable May 1 and November 1
Issue price: 99.587%
We are offering $300,000,000 aggregate principal amount of notes. The notes will bear interest at the rate of
5.750% per year. Interest will be payable semi-annually on May 1 and November 1 of each year, commencing
November 1, 2010. The notes will mature on May 1, 2020. We may redeem some or all of the notes at any time or
from time to time before maturity at the "redemption price" discussed under the caption "Description of Notes--
Optional redemption." If a change of control triggering event, as described herein, occurs, unless we have
exercised our option to redeem the notes, holders of the notes may require us to repurchase the notes at the
price described in this prospectus supplement under the caption "Description of notes--Change of control."
The notes will be our senior unsecured obligations and will rank equally in right of payment with all of our other
unsecured and unsubordinated indebtedness from time to time outstanding. The notes will be effectively
subordinated to any of our existing and future secured indebtedness to the extent of the value of the collateral
securing such indebtedness.
The notes initially will be guaranteed on a senior unsecured basis by each of our domestic subsidiaries.
We do not intend to apply for listing of the notes on any securities exchange or for inclusion of the notes in any
automated dealer quotation system. Currently, there is no public market for the notes.
Investing in our notes involves risk. Please see the section entitled "Risk Factors" beginning on page 10
of our Annual Report on Form 10-K for the year ended January 2, 2010 and in this prospectus supplement
beginning on page S-9 and the accompanying prospectus beginning on page 4.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement
or the accompanying prospectus. Any representation to the contrary is a criminal offense.

Per note
Total
Public offering price(1)

99.587%
$298,761,000
Underwriting discount

1.250%
$
3,750,000
Proceeds, before expenses, to us

98.337%
$295,011,000
(1) Plus accrued interest, if any, from April 29, 2010, if settlement occurs after such date.
The underwriters expect to distribute the notes in book-entry form through the facilities of The Depository Trust
Company and its direct and indirect participants, including Euroclear Bank S.A./N.V. and Clearstream Banking,
société anonyme, on or about April 29, 2010.

Joint Book-Running Managers
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BofA Merrill Lynch

J.P. Morgan
Co-Managers
BB&T Capital Markets

SunTrust Robinson Humphrey

Wells Fargo Securities
HSBC

US Bancorp
April 26, 2010
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Table of Contents

Table of contents

Prospectus Supplement

Page
About This Prospectus Supplement

ii
Prospectus Supplement Summary

S-1
Risk Factors

S-9
Special Note Regarding Forward-Looking Statements

S-14
Use of Proceeds

S-16
Ratio of Earnings to Fixed Charges

S-16
Capitalization

S-17
Description of Notes

S-18
Material U.S. Federal Income Tax Considerations

S-39
Underwriting (Conflicts of Interest)

S-45
Legal Matters

S-49
Experts

S-49
Where You Can Find More Information

S-49
Incorporation Of Certain Documents By Reference

S-50
Prospectus

Page
About This Prospectus

2
Special Note Regarding Forward-Looking Statements

3
Our Company

3
Risk Factors

4
Ratio Of Earnings To Fixed Charges

4
Use Of Proceeds

4
Description Of Debt Securities And Guarantees

4
Plan Of Distribution

14
Legal Matters

16
Experts

16
Where You Can Find More Information

16
Incorporation Of Certain Documents By Reference

17

You should rely only on the information contained in or incorporated by reference into this prospectus
supplement and the accompanying prospectus. We and the underwriters have not authorized anyone to
provide you with different information. If anyone provides you with different or inconsistent information,
you should not rely on it. The information in this prospectus supplement, the accompanying prospectus,
any free writing prospectus and the documents incorporated by reference herein and therein is accurate
only as of their respective dates.

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About this prospectus supplement
This prospectus supplement and the accompanying prospectus are each part of an automatic shelf registration
statement on Form S-3 that we filed with the Securities and Exchange Commission, or the SEC, as a "well-known
seasoned issuer" as defined in Rule 405 of the Securities Act of 1933, as amended, or the Securities Act. Under
the shelf registration process, we may from time to time, offer and sell to the public any or all of the securities
described in the registration statement in one or more offerings. This document is in two parts. The first part,
which is this prospectus supplement, describes the specific terms of this offering and other matters relating to us
and the notes we are offering. The second part, which is the accompanying prospectus, gives more general
information about securities we may offer from time to time, some of which may not apply to the notes offered by
this prospectus supplement. Generally when we refer to the "prospectus," we are referring to both parts
combined. To the extent there is a conflict between the information contained in this prospectus supplement, on
the one hand, and the information contained in the accompanying prospectus or any document incorporated by
reference therein, on the other hand, you should rely on the information contained in this prospectus supplement.
We and the underwriters have not authorized any dealer, salesman or other person to give any information or to
make any representation other than those contained or incorporated by reference in this prospectus supplement
and the accompanying prospectus. You must not rely upon any information or representation not contained or
incorporated by reference in this prospectus supplement or the accompanying prospectus. This prospectus
supplement and the accompanying prospectus do not constitute an offer to sell or the solicitation of an offer to
buy our securities, nor do this prospectus supplement and the accompanying prospectus constitute an offer to sell
or the solicitation of an offer to buy our securities in any jurisdiction to any person to whom it is unlawful to make
such offer or solicitation in such jurisdiction. You should not assume that the information contained in this
prospectus supplement and the accompanying prospectus is accurate on any date subsequent to the date set
forth on the front of the document or that any information we have incorporated by reference is correct on any
date subsequent to the date of the document incorporated by reference, even though this prospectus supplement
and the accompanying prospectus is delivered or the notes offered hereby are sold on a later date.
Information that we file with the SEC subsequent to the date on the cover of this prospectus supplement will
automatically update and supersede the information contained in this prospectus supplement and the
accompanying prospectus. We incorporate by reference the documents listed in the "Incorporation of Certain
Documents By Reference" section included elsewhere herein and any future filings made with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act,
other than any portions of the respective filings that were furnished under applicable SEC rules, until we issue all
of the securities offered pursuant to this prospectus supplement and the accompanying prospectus.
Unless otherwise indicated, the terms "Issuer" and "Advance" refers solely to Advance Auto Parts, Inc. and "we,"
"us" and "our" refer to Advance Auto Parts, Inc. and its consolidated subsidiaries. Our fiscal year consists of 52 or
53 weeks ending on the Saturday nearest to December 31. All fiscal years presented are 52 weeks, with the
exception of fiscal 2008 which consisted of 53 weeks.

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Prospectus supplement summary
This summary highlights material information contained elsewhere in this prospectus supplement, the
accompanying prospectus and the documents incorporated by reference in the prospectus but does not
contain all of the information you need to consider in making your decision to invest in the notes. This
summary is qualified in its entirety by the more detailed information and consolidated financial statements and
notes thereto included in this prospectus supplement, the accompanying prospectus and the documents
incorporated by reference herein and therein. You should read carefully this entire prospectus supplement
and the accompanying prospectus and should consider, among other things, the matters set forth in the
section entitled "Risk factors" before deciding to invest in the notes.
Our company
We are a leading specialty retailer of automotive aftermarket parts, accessories, batteries and maintenance
items primarily operating within the United States. At January 2, 2010, our 2009 fiscal year-end, we operated
3,420 total stores. Our stores carry an extensive product line for cars, vans, sport utility vehicles and light
trucks. We serve both "do-it-yourself," or DIY, and "do-it-for-me," or Commercial, customers. We operate in
two reportable segments: Advance Auto Parts, or AAP, and Autopart International, or AI.
At January 2, 2010, we operated 3,264 AAP stores throughout 39 states in the Northeastern, Southeastern
and Midwestern regions of the United States, Puerto Rico and the Virgin Islands. Our U.S. stores operated
under the "Advance Auto Parts" trade name except for certain stores in the state of Florida, which operated
under the "Advance Discount Auto Parts" trade name. Our 26 offshore AAP stores located in Puerto Rico and
the Virgin Islands are operated under the "Western Auto" and "Advance Auto Parts" trade names. Our AAP
stores offer a broad selection of brand name and proprietary automotive replacement parts, accessories,
batteries and maintenance items for domestic and imported cars and light trucks. Our AAP stores carry a
standard product offering of approximately 16,000 stock keeping units, or SKUs, with access to thousands of
additional SKUs on a same-day or overnight basis through our supply chain network.
AI's business primarily serves the Commercial market, with an emphasis on parts for imported cars, from its
156 store locations at January 2, 2010, located primarily throughout the Northeast and Mid-Atlantic regions. In
addition, its North American Sales Division serves warehouse distributors and jobbers throughout North
America. We believe AI provides a high level of service to its Commercial customers by providing quality
parts, unsurpassed customer service and efficient parts delivery. As a result of its extensive sourcing network,
AI is able to serve its customers in search of replacement parts for both domestic and imported cars and light
trucks with a greater focus on imported parts. The vast majority of AI's product is sold under its own
proprietary brand. The AI stores offer approximately 18,000 SKUs with access to an additional approximately
17,000 unique SKUs through its supply chain network.
We also provide our customers online shopping at www.AdvanceAutoParts.com and access to approximately
90,000 parts and accessories. We strive to be the leader in the automotive aftermarket industry in serving our
customers by providing quality products at the right price and backed by a solid warranty and outstanding
customer service.

S-1
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Risks facing our company
Our business is subject to numerous risks. You should consider carefully the information set forth in the
section entitled "Risk factors" beginning on page S-9 of this prospectus supplement and all other information
contained in or incorporated by reference into this prospectus supplement and the accompanying prospectus
before investing in the notes.

Advance is a Delaware corporation and the address of its principal executive offices is 5008 Airport Road,
Roanoke, Virginia 24012. Our telephone number is (540) 362-4911 and our website is
www.AdvanceAutoParts.com. Please note that any references to www.AdvanceAutoParts.com in this
prospectus supplement or the accompanying prospectus are inactive textual references only and that the
information on our website is neither incorporated by reference into this prospectus supplement or the
accompanying prospectus nor intended to be used in connection with this offering.

S-2
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The offering
Issuer
Advance Auto Parts, Inc.

Securities offered
$300,000,000 aggregate principal amount of 5.750% Notes due 2020.

Maturity
The notes will mature on May 1, 2020.

Interest rate
The notes will bear interest at a rate of 5.750% per year.

Interest payment dates
Interest on the notes will be payable on May 1 and November 1 of each year,
commencing on November 1, 2010. Interest will accrue from the issue date of
the notes.

Guarantors
The notes initially will be fully and unconditionally guaranteed, jointly and
severally, on an unsubordinated and unsecured basis by each of our domestic
subsidiaries. We will be permitted to release guarantees without the consent of
holders of the notes under the circumstances described in "Description of
notes--Subsidiary guarantees."
Optional redemption
We may redeem some or all of the notes at any time or from time to time, at the
redemption price described under "Description of notes--Optional redemption."
Change of control offer
In the event of a Change of Control Triggering Event as described herein, we
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 to the repurchase
date. See "Description of notes--Change of control."

Ranking
The notes will be:
· unsubordinated and unsecured obligations of Advance,
· effectively subordinated to any of our secured indebtedness to the extent of
the value of the assets securing such indebtedness,
· structurally subordinated to any indebtedness of any of our subsidiaries that do
not guarantee the notes,
· pari passu with all our existing and future unsubordinated indebtedness, and
· senior in right of payment to all our existing and future subordinated
indebtedness.
With respect to each subsidiary guarantor, the subsidiary guarantee will be:
· an unsubordinated and unsecured obligation of such subsidiary guarantor,
· effectively subordinated to any secured indebtedness of such subsidiary
guarantor to the extent of the value of the assets securing such indebtedness,

S-3
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· structurally subordinated to any indebtedness of any subsidiaries of such
subsidiary guarantor that do not guarantee the notes,
· pari passu with such subsidiary guarantor's existing and future unsubordinated
indebtedness, and
· senior in right of payment to such subsidiary guarantor's existing and future
subordinated indebtedness.
As of January 2, 2010, after giving effect to this offering and the application of
the net proceeds thereof as described under "Use of proceeds" as well as the
guarantee by the subsidiary guarantors of our $750 million unsecured five-year
revolving credit facility, or revolving credit facility, with our wholly-owned
subsidiary, Advance Stores Company, Incorporated, or Stores, serving as the
borrower, our total outstanding consolidated debt, including our subsidiaries but
excluding unused commitments, was approximately $303.0 million,
approximately $298.7 million of which represents the notes and approximately
$4.3 million of which represents Advance's other indebtedness.
As of January 2, 2010, after giving effect to this offering and the application of
the net proceeds thereof as described under "Use of proceeds" as well as the
guarantee by the subsidiary guarantors of our revolving credit facility, our
subsidiary guarantors had debt outstanding of approximately $4.3 million,
excluding the guarantee of the notes and unused commitments.
Covenants
The indenture contains covenants that, among other things, restrict our ability
to:
· incur debt secured by liens; and
· enter into sale and leaseback transactions.
These covenants are, however, subject to significant exceptions. See
"Description of notes--Certain covenants."

Further issues
We may, from time to time, without notice to or the consent of the holders of the
notes, create and issue additional debt securities having the same terms as and
ranking equally and ratably with the notes in all respects, as described under
"Description of notes--Further issuances."
Form and denomination
The notes will be issued only in registered form without coupons in minimum
denominations of $2,000 and only integral multiples of $1,000 above that
amount.

Book-entry form
The notes will be issued in book-entry form and will be represented by
permanent global certificates deposited with, or on behalf of, The Depository
Trust Company, or DTC, and registered in the name of Cede & Co., DTC's
nominee. Beneficial interests in the notes will be

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shown on, and transfers will be effected only through, records maintained by
DTC or its nominee; and these interests may not be exchanged for certificated

notes, except in limited circumstances. See "Description of notes--Book-entry
procedures."
Use of proceeds
We intend to use the net proceeds from this offering to repay indebtedness,
which may include the repayment of amounts outstanding under our revolving
credit facility and $200 million unsecured four-year term loan with Stores as the
borrower, or term loan. For more information, see "Use of proceeds."

Conflicts of interest
We intend to use at least 5% of the net proceeds of this offering to repay
indebtedness owed by us to certain affiliates of the underwriters who are
lenders under our revolving credit facility or term loan. See "Use of proceeds."
Accordingly, this offering is being made in compliance with the requirements of
Conduct Rule 2720 of the Financial Industry Regulatory Authority, Inc., or
FINRA, which, in certain circumstances, requires the appointment of a qualified
independent underwriter.

No listing
We do not intend to list the notes on any securities exchange.

Trustee
Wells Fargo Bank, National Association
Risk factors
You should carefully consider all of the information in this prospectus
supplement and the accompanying prospectus. See "Risk factors" in this
prospectus supplement, and Part I, Item 1A, "Risk Factors" in our Annual Report
on Form 10-K for the fiscal year ended January 2, 2010, which is incorporated
herein by reference. See also "Special note regarding forward-looking
statements."
For a complete description of the terms of the notes, see "Description of notes."

S-5
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