CARY, N.C. -- The Pantry Inc. said that it closed its previously announced debt refinancing, which included a private placement of $250 million of its 8.375% senior unsecured notes due 2020 and a new senior secured credit facility, comprised of a seven-year $255 million senior secured term loan and a five-year $225 million senior secured revolving credit facility.
The Pantry is using the proceeds from the offering of the notes, together with borrowings under the new credit facility and a portion of its available cash, to finance a tender offer for and/or redemption of all of its outstanding senior subordinated notes, to repay its outstanding debt under its prior credit facility, to pay fees and expenses relating to these transactions, and for general corporate purposes.
The notes were sold only to qualified institutional buyers.
The Pantry also announced early results of its offer to purchase any and all of its outstanding 7.75% senior subordinated notes due 2014 and solicitation of consents from holders of the Notes to effect certain proposed amendments to the indenture governing the Notes upon the terms and conditions set forth in the offer to purchase and consent solicitation statement and a related letter of transmittal, each dated as of July 20, 2012.
On August 2, $199,856,000 in aggregate principal amount of the notes, representing 90.2% of the total outstanding principal amount of the notes, had been validly tendered and not withdrawn in the tender offer. In addition, the company had obtained consents to the proposed amendments from holders representing at least a majority in aggregate principal amount of the notes. Having received the requisite consents from the holders of the notes in connection with the consent solicitation, the company and U.S. Bank National Association, as trustee, executed a supplemental indenture effecting the proposed amendments to the indenture governing the notes.
The supplemental indenture became effective upon execution, and the amendments to the indenture governing the notes became operative on August 3 upon acceptance of and payment for a majority in aggregate principal amount of the notes by the company pursuant to the terms of the offer.
Holders who validly tendered (and did not subsequently withdraw) their notes and provided their consents prior to the early tender deadline shall receive total consideration equal to $1,003.75 per $1,000 principal amount of the notes, which includes a consent payment of $10 per $1,000 principal amount of the notes, plus any accrued and unpaid interest on the notes up to, but not including, the initial payment date.
The company's obligation to accept for purchase, and to pay for, any notes pursuant to the tender offer which are tendered after the early tender deadline is subject to satisfaction or waiver of certain conditions that are set forth in the offer to purchase.
The tender offer is scheduled to expire on August 16 unless extended by the company.
The purchase price for Notes that are validly tendered after the early tender deadline but on or prior to the expiration date will be equal to $993.75 per $1,000 principal amount of the notes, plus any accrued and unpaid interest on the notes up to, but not including, the applicable payment date. Holders of notes tendered after the early tender deadline will not receive the consent payment. Payment for the notes validly tendered and not validly withdrawn at or prior to the expiration date will occur promptly after the expiration date.
The Pantry expects to redeem any and all notes that remain outstanding following consummation of the offer.
Based in Cary, N.C., The Pantry operates 1,589 stores in 13Southeast states under select banners, including Kangaroo Express, its primary operating banner. The Pantry's stores offer a broad selection of merchandise, as well as fuel and other services.