The Deal: Advanced Auto Parts Picks Up Carquest Brand

NEW YORK ( TheStreet) -- Advance Auto Parts ( AAP) said Wednesday it would acquire General Parts International Inc. in a $2.04 billion cash deal that would create the largest aftermarket parts vendor in North America.

Privately-held General Parts operates 1,246 stores under the Carquest brand and franchises an additional 1,418 locations. The company also operates Worldpac, an importer and distributor of original equipment and replacement parts to import specialists.

Advance, which operates 4,018 stores in 39 states, Puerto Rico, and the Virgin Islands, said the deal would create an automotive part powerhouse with annual sales of more than $9.2 billion. The company said it believes it can extract annual synergies of $160 million within three years, and post-deal should have the scale needed to expand its geographic footprint nationwide.

Rival AutoZone ( AZO), by comparison, generated $9.15 billion in sales for the year ending Aug. 31.

"This transformational transaction provides a compelling strategic opportunity for Advance to expand our geographic presence and commercial capabilities to better serve customers," Advance CEO Darren Jackson said in a statement. "We believe the combination of the two companies is a great fit and the synergy of General's assets with our capabilities will allow us to capitalize on market opportunities that will create value for our shareholders and provide even better service to our customers."

Advance said it would fund the deal through a combination of senior notes, bank debt and existing cash on hand. In connection with the deal, which is expected to close in late 2013 or early 2014, Advance said it has received a financing commitment from JPMorgan Chase.

The agreement would require Advance to pay a termination fee of $185 million should it be unable to secure the needed financing.

Post-deal Jackson would remain CEO of Advance, with General Parts president O. Temple Sloan III continuing as head of the unit and joining the combined company's board of directors. Sloan called the deal "the next logical step in our company's evolution," saying "with a more robust offering and a shared focus on best-in-class customer service, our combined business will continue to deliver value for customers and shareholders."

Advanced was advised by Blackstone Advisory Partners, JPMorgan Securities, and a Kirkland & Ellis team of Daniel Wolf, Michael Brueck, Dvir Oren and Benjamin Ritzo.

Wells Fargo Securities and The Orr Group provided General with financial advice, with Manning Fulton & Skinner and Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan serving as legal advisers.

-- Written by Lou Whiteman in New York

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