UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(d)

ofOF ~~the~~THE ~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

Date of Report (Date of earliest event reported): ~~February 3, 2015~~

February 10, 2015

AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC.

(Exact name of registrant as specified in ~~its~~ charter)

Delaware

Delaware

333-124878

59-3796143

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

(State or Other Jurisdiction of Incorporation)

Commission File Number: 333-124878

I.R.S. Employer Identification Number: 59-3796143

12200 Herbert Wayne Court, Suite 150 (28078)

P.O. Box 3145

Huntersville, North Carolina 28070-3145

~~Telephone:~~ (~~704~~Address of Principal Executive Offices, including Zip Code) ~~992-2000~~

(~~Address of principal executive offices and telephone number~~704) 992-2000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 81.01 ~~Other~~Entry ~~Events.~~into a Material Definitive Agreement

On February 310, 2015, American Tire Distributors, Inc. (the “~~Issuer~~ATDI”), which is a wholly owned subsidiary of American Tire Distributors Holdings, Inc. (the “~~Holdings~~Company”), ~~issued~~and aATD ~~press~~Finance ~~release~~Corp. ~~announcing~~(the ~~that~~“Initial itIssuer”), ~~intends~~which tois ~~raise~~a ~~approximately~~wholly ~~$805~~owned ~~million~~subsidiary inof ~~gross~~ATDI, ~~proceeds~~entered ~~through~~into ana ~~offering~~Purchase ofAgreement ~~senior~~(the ~~subordinated~~“Purchase Agreement”) ~~notes~~with ~~due~~the ~~2022.~~representative Aof ~~copy~~certain ofinitial purchasers (the ~~press~~“Initial ~~release~~Purchasers”), isrelating ~~attached~~to asthe ~~Exhibit~~issuance ~~99.1~~and tosale ~~this~~of ~~Current~~$805 ~~Report~~million onaggregate ~~Form~~principal amount of the Initial Issuer’s 10 ~~8-K~~1⁄4% Senior Subordinated Notes due 2022 (the “notes”) to the Initial Purchasers.

~~Item~~The 9Purchase Agreement includes customary representations, warranties and covenants.01 ~~Financial~~Under ~~Statements~~the terms of the Purchase Agreement, the Initial Issuer and ~~Exhibits~~the Company agreed to indemnify the Initial Purchasers against certain liabilities.

The sale of the notes is expected to close on February 25, 2015. If the closing of the previously announced transaction with a fund managed by the Private Equity Group of Ares Management, L.P. (dthe “Ares Transaction”) ~~Exhibits~~also closes on February 25, 2015, the net proceeds from the offering of the notes will be used to fund the redemption of all of ATDI’s outstanding 11.5% Senior Subordinated Notes due 2018, to pay a cash dividend to the Company to enable the Company’s ultimate parent company to fund a cash dividend or other payment to certain of its securityholders and to pay related fees and expenses. If the closing of the Ares Transaction does not occur on February 25, 2015, then the proceeds from the offering of the notes, together with cash and cash equivalents sufficient to fund a special mandatory redemption and pay accrued and unpaid interest to, but excluding, August 2, 2015, will be deposited into escrow, and pledged as security for so long as such amounts remain in escrow, for the benefit of the noteholders pursuant to the terms of an escrow agreement to be executed in connection with the closing of the notes. Upon satisfaction of the escrow release conditions, including the satisfaction of all conditions to the closing of the Ares Transaction, such amounts will be released from escrow and the net proceeds from the offering of the notes will be used as described above. In connection with the redemption of all of ATDI’s outstanding 11.5% Senior Subordinated Notes due 2018, ATDI will assume all of the Initial Issuer’s obligations under the notes and related indenture (the “Assumption”) and, following the Assumption, the Initial Issuer will merge with and into ATDI.

~~99.1~~The ~~Press~~offer ~~release~~and ~~dated~~sale ~~February~~of 3the notes have not been registered under the Securities Act of 1933, ~~2015~~and the notes may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

~~SIGNATURES~~SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC. By: /s/ JASON T. YAUDES Name: Jason T. Yaudes Title: Executive Vice President and Chief Financial Officer

Date: February 317, 2015

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