Tops gets consents for 8 7/8% notes, scraps change-of-control offer

By Susanna Moon

Chicago, Nov. 20 - Tops Holding II Corp. said it received the needed consents to amend its 8 7/8% senior secured notes due 2017.

The consent solicitation ended at 5 p.m. ET on Nov. 20.

The company received the needed consents from holders of a majority of the outstanding notes and executed a supplemental indenture to the notes, which will become operative on the consent payment date, according to a company press release.

The company also terminated the change-of-control offer to purchase the notes, which had been set to end at 5 p.m. ET on Dec. 16.

Tops Holding entered into a definitive agreement to be acquired by Tops MBO Corp., which is owned and controlled by the company's management team.

In connection with the merger plans, the company solicited consents to amend the notes so that completion of the acquisition does not constitute a change of control under the notes, according to a previous press release.

Under the note terms, holders may put their notes at 101 plus accrued interest under a change of control.

The company began an offer to purchase the notes on Nov. 14, which it planned to scrap if the consent solicitation was successful.

In addition, the company also received consents from the lenders under its subsidiaries' existing asset-based lending facility to the acquisition.

The acquisition is conditioned on the company having either received the needed consents in the solicitation or drawing on a credit facility for which it has received a commitment from Bank of America, NA to finance its purchase obligations, the release noted.

Tops is a supermarket operator based in Williamsville, N.Y.

BofA Merrill Lynch was the solicitation agent.

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