The Pantry, Inc. (NASDAQ: PTRY) announced today the commencement of a cash tender offer for any and all of its outstanding 7.75% Senior Subordinated Notes due 2014 (the “Notes”) (CUSIP Nos. 698657AG8 / 698657AF0 / U6986NAB7). In conjunction with the tender offer, The Pantry is soliciting consents from holders of the Notes to effect certain proposed amendments to the indenture governing the Notes. The tender offer and consent solicitation (the “Offer”) are being made pursuant to an Offer to Purchase and Consent Solicitation Statement and a related Consent and Letter of Transmittal, each dated as of July 20, 2012. The Offer will expire at 11:59 p.m., New York City time, on August 16, 2012, unless extended (the “Expiration Date”).
Holders who validly tender their Notes and provide their consents to the proposed amendments to the indenture governing the Notes prior to the early tender deadline of 5:00 p.m., New York City time, on August 2, 2012, unless extended (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 $10.00 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.
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.
Upon receipt of the consent of the holders of a majority in aggregate principal amount of the outstanding Notes, The Pantry will execute a supplemental indenture effecting the proposed amendments to the indenture governing the Notes. Except in certain circumstances, Notes tendered and consents delivered may not be withdrawn or revoked after execution of the supplemental indenture.
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