Management Team to Acquire Tops Holding II Corporation

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| Source: Tops Markets LLC

WILLIAMSVILLE, N.Y., Nov. 14, 2013 (GLOBE NEWSWIRE) -- Tops Holding II Corporation (the "Company") announced today that it has entered into a definitive agreement with Tops MBO Corporation ("Tops MBO") and the sellers party thereto (the "Sellers") pursuant to which Tops MBO will acquire substantially all of the shares of the Company (the "Acquisition").

Tops MBO is owned and controlled by the current management team of the Company.

The Company also announced today that it is soliciting holders of its 8.875% Senior Secured Notes due 2017 (the "Notes") for their consents to amend the indenture governing the Notes (as amended, the "Indenture") so that consummation of the Acquisition does not constitute a "Change of Control" (as defined in the Indenture) (the "Consent Solicitation"). Pursuant to the terms of the Indenture, if a Change of Control occurs, holders of the Notes will have the right to require the Company to purchase any or all of their Notes at a price of 101% of the principal amount thereof, plus any accrued and unpaid interest up to, but not including, the date of purchase. The Company also announced today that it has commenced an offer to purchase the Notes in accordance with the terms of the Indenture (the "Offer"), conditioned on the consummation of the Acquisition. If the Consent Solicitation is successful, the Company intends to terminate the Offer. In addition, the Company has received consents from the lenders under its subsidiaries' existing asset-based lending facility to the Acquisition. In connection with the Acquisition, the Company may pay various fees and expenses in an approximate amount of $15.0 million, which will be funded with borrowings under its subsidiaries' existing asset-based lending facility, and may use up to $5.0 million of cash on hand to repurchase outstanding capital stock of the Company. 

The Consent Solicitation will expire at 5:00 p.m., New York City time, on November 20, 2013, unless extended or earlier terminated in accordance with its terms. The Offer will expire at 5:00 p.m., New York City time, on December 16, 2013, unless extended or earlier terminated in accordance with its terms. 

The Acquisition is subject to customary closing conditions, including the Company having either received the requisite consents in the Consent Solicitation or drawing on a credit facility for which it has received a customary commitment from Bank of America, N.A. to finance its purchase obligations pursuant to the Offer, and is expected to close in the fourth quarter of 2013.

About Tops Holding II Corporation

Tops is the parent of Tops Holding LLC and the indirect parent of Tops Markets, LLC, which is headquartered in Williamsville, NY, and operates 155 corporate full-service supermarkets under the banners of Tops and Orchard Fresh, with an additional five supermarkets operated by franchisees. With approximately 14,000 associates, Tops is a leading full-service grocery retailer in Upstate New York, Northern Pennsylvania and Vermont. Tops' strategy is to build on its solid market share in the areas it operates by continuing to differentiate itself from competitors by offering quality products at affordable prices with superior customer service and by remaining an integral part of the community. 

For more information about Tops Markets, visit the company's website at www.topsmarkets.com.

For more information contact:
Rick Mills, SVP & Chief Financial Officer
Phone: (716) 635-5000
Email: 

Katie McKenna, Communications/Public Relations Manager
Phone: (716) 635-5610
Email: