8-K

0001193125-15-200619.txt : 20150527 0001193125-15-200619.hdr.sgml : 20150527 20150526212453 ACCESSION NUMBER: 0001193125-15-200619 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20150526 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150527 DATE AS OF CHANGE: 20150526 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TOPS HOLDING II CORP CENTRAL INDEX KEY: 0001584701 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 462733709 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-191029 FILM NUMBER: 15890802 BUSINESS ADDRESS: STREET 1: 6363 MAIN STREET CITY: WILLIAMSVILLE STATE: NY ZIP: 14221 BUSINESS PHONE: 716-635-5000 MAIL ADDRESS: STREET 1: PO BOX 1027 CITY: BUFFALO STATE: NY ZIP: 14240 8-K 1 d933047d8k.htm 8-K 8-K

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 26, 2015

Tops Holding II Corporation

(Exact name of registrant as specified in its charter)

Delaware

333-191029

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 26, 2015, Tops Holding LLC and Tops Markets II Corporation issued a press release announcing that they intend to offer approximately $550 million in aggregate principal amount of senior secured notes due 2022. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On May 26, 2015, Tops Holding LLC, Tops Markets, LLC and Tops Markets II Corporation issued a press release announcing that they had commenced a cash tender offer for any and all of their $460 million outstanding aggregate principal amount of 8.875% senior secured notes due 2017 and a related consent solicitation. A copy of the press release is attached hereto as Exhibit 99.2 and incorporated herein by reference.

On May 26, 2015, Tops Holding II Corporation issued a press release announcing that it has commenced a cash tender offer for up to $50 million of its $150 million outstanding aggregate principal amount of 8.750%/9.500% senior notes due 2018. A copy of the press release is attached hereto as Exhibit 99.3 and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits


99.1		Press Release dated May 26, 2015.

99.2		Press Release dated May 26, 2015.

99.3		Press Release dated May 26, 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 II CORPORATION

Date: May 26, 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 26, 2015.

99.2		Press release dated May 26, 2015.

99.3		Press release dated May 26, 2015.

EX-99.1 2 d933047dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

TOPS HOLDING LLC AND TOPS MARKETS II CORPORATION ANNOUNCE OFFERING OF SENIOR

SECURED NOTES

Williamsville, NY, May 26, 2015 - Tops Holding LLC (the “Company” or “Tops”) and Tops Markets II Corporation (together with the Company, the “Issuers”) announced today that they intend to offer approximately $550 million in aggregate principal amount of 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 and up to $50 million of Tops Holding II Corporation’s senior notes due 2018 tendered pursuant to the previously announced tender offers by the Issuers and 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 Act, such state securities laws or applicable exemptions from the registration requirements under the Act or such state securities laws. The Issuers will make the offering pursuant to certain exemptions from registration under the Securities Act. The initial purchasers of the Senior Secured Notes will offer the Senior Secured Notes only to qualified institutional buyers in reliance on Rule 144A under the Securities Act, or outside the United States to certain persons in reliance on Regulation S under the Securities Act.

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.

EX-99.2 3 d933047dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

TOPS HOLDING LLC, TOPS MARKETS, LLC AND TOPS MARKETS II CORPORATION

ANNOUNCE TENDER OFFER AND CONSENT SOLICITATION FOR THEIR 8.875%

SENIOR SECURED NOTES DUE 2017

Williamsville, NY, May 26, 2015 - Tops Holding LLC (the “Company” or “Tops”), Tops Markets, LLC (“Tops Markets”) and Tops Markets II Corporation (“Tops Markets II” and, together with the Company and Tops Markets, the “Issuers”) announced today that they have commenced a cash tender offer (the “Offer”) for any and all of their $460 million outstanding aggregate principal amount of 8.875% senior secured notes due 2017 (CUSIP No. 89078W AD1) (the “Notes”).

In connection with the Offer, the Issuers are soliciting consents to proposed amendments to the indenture and related collateral documents governing the Notes that would (i) eliminate most of the restrictive covenants and eliminate certain events of default (the “Proposed Amendments”); and (ii) release all of the collateral securing the obligations under the Notes (the “Collateral Release,” and together with the Proposed Amendments, the “Proposed Amendments and Release”). Consents in respect of at least a majority in aggregate principal amount of the outstanding Notes are required to approve the Proposed Amendments and consents in respect of at least 75% in aggregate principal amount of the outstanding Notes are required to approve the Collateral Release.

The Offer will expire at 11:59 p.m., New York City time, on June 22, 2015, unless extended or earlier terminated (as amended or extended, the “Expiration Time”).

The total consideration for each $1,000 principal amount of the Notes validly tendered at or before 5:00 p.m. New York City time, on June 8, 2015 (such date and time, as may be extended, the “Consent Expiration”) and accepted for purchase will be $1,049.38 per $1,000 principal amount of Notes (the “Total Consideration”), which includes a payment of $30.00 per $1,000 principal amount of Notes tendered (the “Consent Payment”).

Holders who validly tender, and do not validly withdraw, their Notes and thereby provide their consents to the Proposed Amendments and Release at or before the Consent Expiration and whose Notes are accepted for purchase, will be eligible to receive the Total Consideration. Holders who validly tender, and do not validly withdraw, their Notes after the Consent Expiration, but at or before the Expiration Time and whose Notes are accepted for purchase, will be eligible to receive the Total Consideration less the Consent Payment (the “Tender Offer Consideration”). In addition, holders whose Notes are purchased in the Offer will receive accrued and unpaid interest from the last interest payment date on their purchased Notes up to, but not including, the applicable settlement date.

The Issuers currently expect the settlement date for Notes tendered before the Consent Expiration to be on or about June 9, 2015.

Holders are required to consent to the Proposed Amendments and Release in order to tender their Notes, and are not permitted to validly revoke a consent without validly withdrawing the previously tendered Notes to which the consent relates. Notes tendered can only be withdrawn, and related consents revoked, until 5:00 p.m., New York City time, on June 8, 2015 (the

“Withdrawal Time”), unless extended, except in certain limited circumstances where additional withdrawal rights are required by law. Any extension, termination or amendment of the Offer will be followed as promptly as practicable by a public announcement thereof.

The Offer is subject to the satisfaction or waiver of certain conditions including: (1) consummation of a capital markets debt financing raising proceeds in an amount sufficient to fund a portion of the tender offer and related payments, (2) receipt of the consents necessary for the Proposed Amendments and Release and (3) certain other customary conditions. The Offer is not conditioned on the completion of the concurrent tender offer by Tops Holding Corp II for its 8.75% /9.500% Senior Notes due 2018.

The complete terms and conditions of the Offer and the related consent solicitation are described in the Offer to Purchase and Consent Solicitation Statement dated May 26, 2015, copies of which may be obtained from D.F. King & Co., Inc., the depositary and information agent for the Offer, at (866) 864-7964 (U.S. toll free) or, for banks and brokers, at (212) 269-5550.

The Issuers have engaged BofA Merrill Lynch to act as the exclusive dealer manager and solicitation agent in connection with the tender offer and consent solicitation. Questions regarding the terms of the tender offer and consent solicitation may be directed to BofA Merrill Lynch at (888) 292-0070 (U.S. toll free) and 980 387 2113 (collect).

None of the Issuers, the dealer manager and solicitation agent or the depositary and information agent or their respective affiliates is making any recommendation as to whether or not holders should tender all or any portion of their Notes in the tender offer or deliver their consent to the Proposed Amendments and Release.

This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any securities. The Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities or other laws of such jurisdiction.

About Tops Holding Corporation

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.

EX-99.3 4 d933047dex993.htm EX-99.3 EX-99.3

Exhibit 99.3

TOPS HOLDING II CORPORATION ANNOUNCES TENDER OFFER FOR ITS

8.750%/9.500% SENIOR NOTES DUE 2018

Williamsville, NY, May 26, 2015 - Tops Holding II Corporation ( “Tops Holding II” or the “Issuer”), announced today that it has commenced a cash tender offer (the “Offer”) for up to $50.0 million (the “Maximum Tender Amount”) of its $150 million aggregate principal amount of outstanding 8.750%/9.500% senior notes due 2018 (CUSIP Nos. 89078XAB3) (the “Notes”).

The Offer is scheduled to expire at 11:59 p.m., New York City time, on June 22, 2015, unless extended or earlier terminated (the “Expiration Time”).

The total consideration for each $1,000 principal amount of the Notes validly tendered at or before 5:00 p.m. New York City time, on June 8, 2015 (such date and time, as may be extended, the “Early Tender Date”) and accepted for purchase will be $1,020.00 per $1,000 principal amount of Notes (the “Total Consideration”), which includes a payment of $30.00 per $1,000 principal amount of Notes tendered (the “Early Tender Premium”).

Holders who validly tender, and do not validly withdraw, their Notes at or before the Early Tender Date and whose Notes are accepted for purchase, will be eligible to receive the Total Consideration. Holders who validly tender, and do not validly withdraw, their Notes after the Early Tender Date, but at or before the Expiration Time, and whose Notes are accepted for purchase will be eligible to receive the Total Consideration less the Early Tender Premium (the “Tender Offer Consideration”). In addition, holders whose Notes are purchased in the Offer will receive accrued and unpaid interest from the last interest payment date on their purchased Notes up to, but not including, the applicable settlement date.

The Issuer currently expects the settlement date for Notes tendered before the Early Tender Date to be on or about June 9, 2015. Tendered Notes may be withdrawn at or before 5:00 p.m., New York City time, on June 8, 2015 (unless extended, the “Withdrawal Time”), but not thereafter, except under limited circumstances. Any extension, termination or amendment of the Offer will be followed as promptly as practicable by a public announcement thereof.

The Offer is subject to the satisfaction or waiver of certain conditions including: (1) consummation of a capital markets debt financing raising proceeds in an amount sufficient to fund a portion of the Offer and related payments, and (2) certain other customary conditions. The Offer is not conditioned on the completion of the concurrent offer to purchase by Tops Holding LLC, Tops Markets, LLC and Tops Markets II Corporation for their 8.875% Senior Secured Notes due 2017.

If more than the Maximum Tender Amount of Notes are validly tendered, and Notes are accepted for purchase, the amount of Notes that will be purchased will be prorated as described in the Offer to Purchase dated May 26, 2015. If, at the Early Tender Date, the aggregate principal amount of Notes tendered equals or exceeds the Maximum Tender Amount, we do not expect to accept for purchase any Notes tendered after the Early Tender Date. If, at the Early Tender Date, the aggregate principal amount of Notes validly tendered is less than the Maximum Tender

Amount, we expect to accept for purchase all Notes validly tendered before the Early Tender Date, and only Notes validly tendered after the Early Tender Date and before the Expiration Time will be subject to possible proration. The Issuer reserves the right, but is not obligated, to increase the Maximum Tender Amount in its sole discretion.

The complete terms and conditions of the Offer are described in the Offer to Purchase dated May 26, 2015, copies of which may be obtained from D.F. King & Co., Inc., the depositary and information agent for the Offer, at (866) 864-7964 (U.S. toll free) or, for banks and brokers, at (212) 269-5550.

The Issuer has engaged BofA Merrill Lynch to act as the exclusive dealer manager in connection with the Offer. Questions regarding the terms of the Offer may be directed to BofA Merrill Lynch, at (888) 292-0070 (U.S. toll free) and (980) 387-2113 (collect).

The Issuer and the dealer manager or the depositary and information agent or their respective affiliates are not making any recommendation as to whether or not holders should tender all or any portion of their Notes in the Offer.

This announcement is not an offer to purchase or, a solicitation of an offer to purchase with respect to any securities. The Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities or other laws of such jurisdiction.

About Tops Holding II Corporation