By Susanna Moon
Chicago, Aug. 7 – Tops Holding LLC and Tops Markets II Corp. obtained tenders and consents for $76,426,000, or 89.37%, of the $85,514,000 of 8¾%/9½% senior notes due 2018 issued by Tops Holding II Corp. in the exchange offer that ran until 11:59 p.m. ET on Aug. 4.
In exchange, $67,511,000 of new notes will be issued on Aug. 9, according to a company notice.
Tops announced on July 10 that it was offering new 9% senior amortizing notes due March 15, 2021 in exchange for the existing notes.
The exchange originally required that holders representing at least 90% of the notes tender their notes in the exchange, but the issuers waived that condition on Monday.
The total exchange value will be $883.50 of new notes plus $116.50 in cash for each $1,000 principal amount of notes tendered for exchange by the early deadline, which was extended from 5 p.m. ET on July 21 to coincide with the expiration of the exchange.
The tender results are unchanged as of July 24 when the company noted that the response met the condition to amend the note indenture but fell short of the 90% level required as a condition to the exchange.
The issuers previously said they were holding the exchange offer to extend the maturity of the HoldCo notes.
The total payment included an early tender premium of $50.00 in cash per $1,000 principal amount, which was extended to any holders who participated in the offer.
Holders will also receive accrued interest in cash up to but excluding the settlement date.
The new notes will be subject to mandatory sinking fund payments of $13 million, $17 million and $20 million on Sept. 15, 2018, Sept. 15, 2019 and Sept. 15, 2020, respectively.
The issuers also were soliciting consents to eliminate several of the restrictive covenants and events of default.
Holders who tendered their notes in the exchange were deemed to have given their consents.
Before starting the exchange, a holder, along with its affiliated funds that represent about 84.5% of the outstanding principal amount of the notes, executed a support agreement to tender all of its notes for exchange.
D.F. King & Co., Inc. (877 478-5040, 212 269-5550, tops@dfking.com or dfking.com/tops) is the information agent.
Tops is the parent of Tops Holding LLC and the indirect parent of Tops Markets, LLC, which is a supermarket retailer based in Williamsville, N.Y.
New notes
| Issuer: | Tops Holding LLC and Tops Markets II Corp.
|
| Issue: | Senior amortizing notes
|
| Amount: | $67,511,000
|
| Maturity: | March 15, 2021
|
| Coupon: | 9%
|
| Settlement date: | Aug. 9
|
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