Item 1.01 Entry into a Material Definitive Agreement
On January 10, 2022, Genuine Parts Company (the "Company") issued $500 million
in aggregate principal amount of the Company's 1.750% Senior Notes due 2025 (the
"2025 Notes"), which mature on February 1, 2025, and $500 million in aggregate
principal amount of the Company's 2.750% Senior Notes due 2032 (the "2032 Notes"
and, together with the 2025 Notes, the "Notes"), which mature on February 1,
2032, pursuant to an indenture dated as of October 29, 2020 (the "Indenture"),
between the Company and U.S. Bank National Association, as trustee (the
"Trustee"). Pursuant to the Indenture, the Company executed an officer's
certificate, dated January 10, 2022, setting forth the terms of the Notes (the
"Officer's Certificate"). The Notes were offered and sold pursuant to the
Company's shelf registration statement on Form S-3 (File No. 333-249625) filed
with the Securities and Exchange Commission (the "Commission") on October 23,
2020, as supplemented by a prospectus supplement dated January 6, 2022, filed
with the Commission on January 7, 2022.
The Company will pay interest on the Notes on February 1 and August 1 of each
year, beginning August 1, 2022. The Notes will be unsecured and unsubordinated
debt obligations of the Company and will rank equally in right of payment with
the Company's other unsecured unsubordinated debt from time to time outstanding.
The Notes will be structurally subordinated in right of payment to all existing
and future indebtedness, liabilities and other obligations of the Company's
subsidiaries. The Notes are subject to customary covenants restricting the
Company's ability, subject to certain exceptions, to incur debt secured by liens
and to enter into sale and leaseback transactions. These covenants are subject
to a number of important exceptions and qualifications. The Indenture provides
for customary events of default and further provides that the Trustee or the
holders of 25% in aggregate principal amount of the outstanding series of Notes
may declare such Notes immediately due and payable upon the occurrence of any
event of default after expiration of any applicable grace period.
The Company may, at its option, redeem the 2025 Notes at any time prior to
February 1, 2023, and the 2032 Notes at any time prior to November 1, 2031, in
each case, in whole or in part, at the applicable make-whole redemption price
specified in the Officer's Certificate. If the Notes are redeemed on or after
February 1, 2023 or November 1, 2031, respectively, the redemption price will be
equal to 100% of the principal amount of the Notes being redeemed, plus accrued
and unpaid interest thereon to, but excluding, the applicable redemption date.
If a change of control triggering event, as defined in the Officer's
Certificate, occurs, unless the Company has defeased the Notes as described in
the Indenture or exercised its option to redeem the Notes, the Company will be
required to offer to repurchase the Notes at a repurchase price equal to 101% of
the principal amount of the Notes, plus accrued and unpaid interest thereon to,
but excluding, the date of repurchase.
The Company intends to use the net proceeds from the offering of the Notes to
repay a portion of the outstanding indebtedness under the Company's unsecured
revolving credit facility incurred to finance a significant portion of the
Company's recent acquisition of Kaman Distribution Group.
The above description of the Indenture, the Officer's Certificate and the Notes
is qualified in its entirety by reference to the Indenture, Officer's
Certificate and the forms of Notes, copies of which are attached hereto as
Exhibits 4.1, 4.2, 4.3 and 4.4, respectively.
Item 8.01 Other Events
On January 6, 2022, the Company entered into an underwriting agreement (the
"Underwriting Agreement") among the Company and J.P. Morgan Securities LLC and
Truist Securities, Inc., as representatives of the several underwriters named
therein (the "Underwriters"), pursuant to which the Company agreed to issue and
sell to the Underwriters, and the Underwriters agreed to purchase, the Notes.
The Underwriting Agreement contains customary representations, warranties and
agreements of the Company and customary conditions to closing, indemnification
rights and obligations of the parties and termination provisions.
The description of the Underwriting Agreement is qualified in its entirety by
reference to the Underwriting Agreement, a copy of which is attached hereto as
Exhibit 1.1.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number Description
1.1 Underwriting Agreement, dated January 6, 2022, among the Company and
J.P. Morgan Securities LLC and Truist Securities, Inc., as
representatives of the several underwriters named therein*
4.1 Indenture, dated October 29, 2020, between the Company and U.S. Bank
National Association (incorporated herein by reference from the
Company's Current Report on Form 8-K, dated October 29, 2020)
4.2 Officer's Certificate, dated January 10, 2022, pursuant to Sections
3.01 and 3.03 of the Indenture, dated October 29, 2020, setting forth
the terms of the Notes
4.3 Form of 1.750% Senior Notes due 2025 (included in Exhibit 4.2)
4.4 Form of 2.750% Senior Notes due 2032 (included in Exhibit 4.2)
5.1 Opinion of King & Spalding LLP
23.1 Consent of King & Spalding LLP (included in Exhibit 5.1)
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
* Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(a)(5)
of Regulation S-K. The Company agrees to furnish supplementally a copy of any
omitted attachment to the SEC on a confidential basis upon request.
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GENUINE PARTS COMPANY 
