UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 29, 2015
Tops Holding LLC
Tops Markets II Corporation
(Exact name of registrant as specified in its charter)
| Delaware Delaware |
333-191029-04 333-191029-05 |
26-1252536 46-2733709 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 6363 Main Street Williamsville, New York |
14221 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (716) 635-5000
Not Applicable
(Former name or former address, if changed since last report)
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 8.01 | Other Events |
On May 29, 2015, Tops Holding LLC and Tops Markets II Corporation issued a press release announcing that they priced their $560 million in aggregate principal amount of senior secured notes due 2022 (the “Notes”). The Notes were offered pursuant to an exemption from registration under the Securities Act of 1933, as amended. The offering of the Notes is expected to close on June 10, 2015, subject to certain closing conditions. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| 99.1 | Press Release dated May 29, 2015. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TOPS HOLDING LLC | ||||||
| Date: May 29, 2015 | ||||||
| By: | /s/ Lynne A. Burgess | |||||
| Name: Lynne A. Burgess | ||||||
| Title: Executive Vice President, General Counsel and Secretary | ||||||
EXHIBIT INDEX
| Exhibit No. |
Exhibits | |
| 99.1 | Press release dated May 29, 2015. | |
Exhibit 99.1
TOPS HOLDING LLC AND TOPS MARKETS II CORPORATION ANNOUNCE
PRICING OF SENIOR SECURED NOTES
Williamsville, NY, May 29, 2015 – Tops Holding LLC (the “Company” or “Tops”) and Tops Markets II Corporation (together with the Company, the “Issuers”) announced today that they have priced their $560 million in aggregate principal amount of 8.000% senior secured notes due 2022 (the “Senior Secured Notes”). The net proceeds from this offering, together with cash on hand and borrowings under the Company’s asset based revolving credit facility, are expected to be used to repurchase any and all of the Issuers’ and Tops Markets, LLC’s existing $460 million senior secured notes due 2017 tendered pursuant to the previously announced tender offer by the Issuers and Tops Markets, LLC and up to $60 million senior notes due 2018 tendered pursuant to the previously announced tender offer by Tops Holding II Corporation.
The Senior Secured Notes have not and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws and may not be offered or sold in the United States absent registration under the Securities Act, such state securities laws or applicable exemptions from the registration requirements under the Securities Act or such state securities laws.
This press release is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy the Senior Secured Notes described in this press release, nor shall there be any sale of the Senior Secured Notes in any state or jurisdiction in which such an offer, sale or solicitation would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
The information made available in this news release contains forward-looking statements, which are generally statements about future events, plans, objectives and performance. Generally, the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “will” and similar expressions identify forward-looking statements. Forward-looking statements reflect our current expectations, based on currently available information, and are not guarantees. Although we believe that the expectations reflected in such forward-looking statements are reasonable, these expectations could prove inaccurate as such statements involve risks and uncertainties, many of which are beyond our ability to control or predict. Should one or more of these risks or uncertainties, or other risks or uncertainties not currently known to us or that we currently deem to be immaterial, materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected.
About Tops Holding LLC
Tops is a leading supermarket retailer in the upstate New York, Pennsylvania and Vermont, with 159 full-service supermarkets operated under the Tops banner and one under the Orchard Fresh banner, with an additional five franchise supermarkets. Supported by strong customer loyalty and attractive supermarket locations, Tops brand is widely recognized as a strong retail supermarket brand name in their market area. Tops is headquartered in Williamsville, New York and has over 15,000 associates.