Tops Holding II Corporation Announces Completion of Consent Solicitation and Termination of Change of Control Offer

WILLIAMSVILLE, N.Y., Nov. 20, 2013 (GLOBE NEWSWIRE) -- Tops Holding II Corporation (the "Company") announced today the results of the previously announced consent solicitation (the "Consent Solicitation") by Tops Holding LLC, Tops Markets, LLC and Tops Markets II Corporation (the "Issuers") to amend the indenture (as amended, the "Indenture") governing their 8.875% Senior Secured Notes due 2017 (the "Notes"), the complete terms and conditions of which are described in the Consent Solicitation Statement dated November 14, 2013 (the "Consent Statement").

As of 5:00 p.m., New York City time, on November 20, 2013, which was the expiration date for the Consent Solicitation, the Issuers had received consents from holders of a majority of the outstanding Notes. Accordingly, the Proposed Amendment to the Indenture described in the Consent Statement has been approved and a supplemental indenture to effect the Proposed Amendment (the "Supplemental Indenture") has been executed. Pursuant to the terms of the Consent Statement, the Issuers will make the Consent Payments immediately prior to the consummation of the Acquisition, which they expect will occur by December 16, 2013. The Supplemental Indenture will become operative after the Consent Payments have been made.

The Company also announced today that the Issuers have terminated their previously announced offer to purchase the Notes (the "Offer") in accordance with the terms of the Notice of Change of Control and Offer to Purchase dated November 14, 2013 (the "Offer Statement"). As provided for in the Offer Statement, the Issuers have terminated the Offer due to the receipt of the requisite consents to effect the Proposed Amendment.

The Acquisition remains subject to customary closing conditions and is expected to close in the fourth quarter of 2013.

BofA Merrill Lynch acted as sole solicitation agent for the Consent Solicitation.

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.

CONTACT: For more information contact: Rick Mills, SVP & Chief Financial Officer Phone: (716) 635-5000 Email: wmills@topsmarkets.com Katie McKenna, Communications/Public Relations Manager Phone: (716) 635-5610 Email: kmckenna@topsmarkets.comSource:Tops Markets LLC