Published on February 6, 2014

ATD completes Hercules acquisition

HUNTERSVILLE, N.C. (Feb. 6, 2014) — American Tire Distributors Holdings Inc. has completed its purchase of Hercules Tire & Rubber Co., paying $311.5 million for the Findlay, Ohio, tire distributor, importer and private brander.

ATD said the final purchase price may be as much as $10 million higher "contingent upon the occurrence of certain performance-related and other post-closing events." The closing purchase price also is subject to certain post-closing adjustments, including, but not limited to, working capital adjustments, ATD said in an 8K filing with the Securities and Exchange Commission.

The Huntersville-based company said it funded the acquisition from a number of sources, including the issuance of additional senior subordinated notes, an equity contribution of $50 million from ATD's indirect parent and borrowings under ATD's credit agreement.

The equity contribution was funded from proceeds of the sale by Accelerate Parent Corp. — ATD's indirect parent — of common stock to affiliates of TPG Capital L.P. and certain co-investors.

The sale of the senior subordinated notes — 11.5-percent interest, due 2018 — generated net proceeds of about $221.2 million, ATD said.

ATD carried out the purchase through ATD Merger Sub II L.L.C., an indirect wholly owned subsidiary, which acquired Hercules Tire Holdings L.L.C., a Delaware limited liability company that owns all of Hercules Tire & Rubber Co., the filing said.

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