The Great Atlantic & Pacific Tea Company, Inc. (A&P or the
Company) (NYSE:GAP) today announced the pricing for the offering of
its $260 million in aggregate principal amount of 11.375 % senior
secured notes due 2015 (the “Notes”). The Notes will be second lien
secured obligations of A&P, guaranteed by all of A&P’s domestic
subsidiaries. The Notes will be sold at a price equal to 97.385% of
their face value, with an effective yield of 12%, and will bear interest
at a fixed rate payable semi-annually in cash. The offering is expected
to close on August 4, 2009, subject to the satisfaction or waiver of
customary closing conditions. In addition, the offering is contingent
upon the consummation of the Company’s issuance of $175 million of 8.0%
convertible preferred stock to affiliates of The Yucaipa Companies, LLC
and to affiliates of the Company’s largest shareholder Tengelmann
Warenhandelsgesellschaft KG.
The Company intends to use the net proceeds of the Notes offering to
repay a portion of outstanding borrowings under its existing credit
facility and for general corporate purposes.
The Notes are being offered only to qualified institutional buyers in
reliance on Rule 144A under the Securities Act of 1933, as amended (the
“Securities Act”), and outside the United States, only to non-U.S.
investors pursuant to Regulation S. The Notes have not been registered
under the Securities Act or the securities laws of any other
jurisdiction and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy securities. Any offers of the Notes will
be made only by means of a private offering memorandum.
Forward-looking Statements
This press release includes “forward-looking statements” within the
meaning of Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements included
herein, other than statements of historical fact, may constitute
forward-looking statements. Although the Company believes that the
expectations reflected in such forward-looking statements are
reasonable, it can give no assurance that such expectations will prove
to be correct. These forward-looking statements are subject to
uncertainties and other factors that could cause actual results to
differ materially from such statements. These uncertainties and factors
are disclosed in the risk factors contained in the Company’s Quarterly
Report on Form 10-Q for the quarter ended June 20, 2009, filed with the
Securities and Exchange Commission on July 23, 2009. All forward-looking
statements are expressly qualified in their entirety by such factors.
About The Great Atlantic & Pacific Tea Company, Inc.
Founded in 1859, A&P is one of the nation’s first supermarket chains.
The Company operates 435 stores in 8 states and the District of Columbia
under the following trade names: A&P, Waldbaum’s, Pathmark, Pathmark
Sav-a-Center, Best Cellars, The Food Emporium, Super Foodmart, Super
Fresh and Food Basics.
Management undertakes no obligation to correct or update any
forward-looking statements, whether as a result of new information,
future events, or otherwise. Persons are advised, however, to consult
any further disclosures management makes on related subjects in its
reports filed with the SEC and in its press releases.
The Great Atlantic & Pacific Tea Company, Inc.
Investors:
William
J. Moss, 201-571-4019
Vice President, Treasurer
or
Press:
Lauren
La Bruno, 201-571-4495
Senior Director, Public Relations
