Form FWP - Filing under Securities Act Rules 163/433 of free writing prospectuses
October 23 2023 - 5:20PM
Edgar (US Regulatory)
Filed Pursuant to Rule 433
Registration Statement No. 333-275097
October 23, 2023
GENUINE PARTS COMPANY
Pricing Term Sheet
$425,000,000 6.500% Senior Notes due 2028
$375,000,000 6.875% Senior Notes due 2033
This pricing term sheet to the preliminary prospectus supplement dated October 23, 2023 should be read together with the preliminary
prospectus supplement before making a decision in connection with an investment in the Securities. The information in this pricing term sheet supersedes the information contained in the preliminary prospectus supplement to the extent that it is
inconsistent therewith. Terms used but not defined herein have the meaning ascribed to them in the preliminary prospectus supplement.
Terms Applicable to the Securities
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Issuer: |
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Genuine Parts Company |
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Security Type: |
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Senior Unsecured Fixed Rate Notes |
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Offering Format: |
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SEC-registered |
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Aggregate Principal Amount: |
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$800,000,000 |
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Trade Date: |
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October 23, 2023 |
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Ratings (Moodys / S&P)*: |
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Baa1 (stable) / BBB (stable) |
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Settlement Date**: |
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November 1, 2023 (T+7) |
Terms Applicable to the 2028 Notes
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Securities: |
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6.500% Senior Notes due 2028 |
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Aggregate Principal Amount: |
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$425,000,000 |
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Stated Maturity: |
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November 1, 2028 |
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Interest Payment Dates: |
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May 1 and November 1, commencing May 1, 2024 |
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Coupon: |
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6.500% |
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Benchmark Treasury: |
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UST 4.625% due September 30, 2028 |
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Benchmark Treasury Price / Yield: |
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99-06 3/4 / 4.806% |
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Spread to Benchmark Treasury: |
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+180 bps |
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Yield to Maturity: |
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6.606% |
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Price to Public: |
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99.555% of principal amount |
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Optional Redemption: |
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Make-whole call: |
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Prior to October 1, 2028 (one month prior to the maturity date of the 2028 Notes), the issuer may at its option redeem all or a portion
of the 2028 Notes at a redemption price equal to the greater of:
the (a) sum of the present values of the remaining scheduled payments of principal and
interest thereon discounted to the redemption date (assuming the 2028 Notes matured on October 1, 2028) on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the applicable Treasury Rate plus (x) 30 basis points less (b) interest accrued to the date of redemption, and
100% of the principal amount of the 2028 Notes to be redeemed
plus, in either case, accrued and unpaid interest thereon to, but excluding, the
redemption date. |
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Par call: |
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In addition, on or after October 1, 2028 (one month prior to the maturity date of the 2028 Notes), the issuer may redeem the 2028 Notes in whole or in part, at any time and from time to time, at a redemption price equal to 100%
of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the redemption date. |
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CUSIP / ISIN: |
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372460 AE5 / US372460AE59 |
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Joint Book-Running Managers: |
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J.P. Morgan Securities LLC PNC Capital Markets
LLC Wells Fargo Securities, LLC |
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Passive Book-Running Managers: |
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Truist Securities, Inc. NatWest Markets
Securities Inc. |
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Senior Co-Managers: |
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BofA Securities, Inc. TD Securities (USA)
LLC Santander US Capital Markets LLC MUFG Securities Americas
Inc. U.S. Bancorp Investments, Inc. |
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Co-Managers: |
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Goldman Sachs & Co. LLC ING Financial
Markets LLC |
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Terms Applicable to the 2033 Notes
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Securities: |
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6.875% Senior Notes due 2033 |
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Aggregate Principal Amount: |
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$375,000,000 |
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Stated Maturity: |
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November 1, 2033 |
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Interest Payment Dates: |
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May 1 and November 1, commencing May 1, 2024 |
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Coupon: |
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6.875% |
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Benchmark Treasury: |
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UST 3.875% due August 15, 2033 |
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Benchmark Treasury Price / Yield: |
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92-17 / 4.840% |
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Spread to Benchmark Treasury: |
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+ 210 bps |
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Yield to Maturity: |
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6.940% |
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Price to Public: |
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99.537% of principal amount |
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Optional Redemption: |
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Make-whole call: |
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Prior to August 1, 2033 (three months prior to the maturity date of the 2033 Notes), the issuer may at its option redeem all or a
portion of the 2033 Notes at a redemption price equal to the greater of:
the (a) sum of the present values of the remaining scheduled payments of principal and
interest thereon discounted to the redemption date (assuming the 2033 Notes matured on August 1, 2033) on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the applicable Treasury Rate plus (x) 35 basis points less (b) interest accrued to the date of redemption, and
100% of the principal amount of the 2033 Notes to be redeemed
plus, in either case, accrued and unpaid interest thereon to, but excluding, the
redemption date. |
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Par call: |
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In addition, on or after August 1, 2033 (three months prior to the maturity date of the 2033 Notes), the issuer may redeem the 2033 Notes in whole or in part, at any time and from time to time, at a redemption price equal to
100% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the redemption date. |
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CUSIP / ISIN: |
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372460 AD7 / US372460AD76 |
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Joint Book-Running Managers: |
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J.P. Morgan Securities LLC PNC Capital Markets
LLC Wells Fargo Securities, LLC |
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Passive Book-Running Managers: |
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Truist Securities, Inc. NatWest Markets
Securities Inc. |
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Senior Co-Managers: |
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BofA Securities, Inc. TD Securities (USA)
LLC Santander US Capital Markets LLC MUFG Securities Americas
Inc. U.S. Bancorp Investments, Inc. |
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Co-Managers: |
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Goldman Sachs & Co. LLC ING Financial
Markets LLC |
*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn at any
time.
**Note: It is expected that delivery of the notes will be made to investors against payment therefor on or about November 1, 2023, which will
be the seventh business day following the date hereof (such settlement being referred to as T+7). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary
market are generally required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes prior to the second business day before the settlement date may be
required, by virtue of the fact that the notes initially settle in T+7, to specify alternate settlement arrangements to prevent a failed settlement. Purchasers of the notes who wish to trade the notes during the period described above should consult
their own advisors.
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication
relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by
visiting EDGAR at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling J.P. Morgan Securities LLC at +1 (866) 803-9204, PNC Capital Markets LLC at +1 (855) 881-0697 or Wells Fargo Securities, LLC at +1 (800) 645-3751.
Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers or other
notices were automatically generated as a result of this communication being sent via Bloomberg or another email system.
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