Tops Holding LLC and Tops Markets II Corporation Announce Early Results of Exchange Offer and Consent Solicitation and Extension of Deadline for Receipt of Total Exchange Consideration

WILLIAMSVILLE, N.Y.–(BUSINESS WIRE)–Tops Holding LLC and Tops Markets II Corporation (the “Issuers”) today
announced the early tender results for their previously announced
exchange offer (the “Exchange Offer”) to certain eligible noteholders
described below to exchange any and all of the outstanding $85,514,000
aggregate principal amount of 8.750%/9.500% Senior Notes due 2018 (CUSIP
/ ISIN Nos 89078XAB3 / US89078XAB38) (the “HoldCo Notes”) issued by Tops
Holding II Corporation for a combination of new 9.000% Senior Amortizing
Notes due 2021 (the “OpCo Notes”) and cash consideration.

According to information provided by D.F. King & Co., Inc., the exchange
agent and information agent for the Exchange Offer, as of 5:00 p.m., New
York City time, on July 21, 2017 (the “Early Deadline”), the Issuers had
received tenders and consents from holders of $76,426,000 in aggregate
principal amount of the HoldCo Notes, representing approximately 89.37%
of the total outstanding principal amount of the HoldCo Notes.

Accordingly, the Issuers have received consents sufficient to approve
the proposed amendments to the indenture governing the HoldCo Notes (the
“Consent Solicitation”), and Tops Holding II Corporation and the trustee
for the HoldCo Notes will enter into a supplemental indenture containing
such amendments. Such amendments will not become effective and
operative, with respect to any HoldCo Notes that remain outstanding
following the settlement of the Exchange Offer, unless and until the
Issuers accept for exchange the HoldCo Notes validly tendered in the
Exchange Offer and Consent Solicitation.

As the condition that Eligible Holders representing at least 90% of the
aggregate principal amount of HoldCo Notes tender their HoldCo Notes in
the Exchange Offer has not been met, the Issuers also announced that
they have extended the date by which tenders must be received for
holders to receive the “Total Exchange Consideration” of $883.50 in
principal amount of OpCo Notes and $116.50 in cash consideration per
$1,000 principal amount of HoldCo Notes to 11:59 p.m., New York City
time, on August 4, 2017, which date and time is the “Expiration Date”
for the Exchange Offer and Consent Solicitation. Accordingly, all HoldCo
Notes tendered at or prior to the Expiration Date, including those
tendered at or prior to the Early Deadline, will be eligible to receive
the Total Exchange Consideration, plus accrued and unpaid interest in
cash on HoldCo Notes accepted for exchange through, but not including,
the settlement date for the Exchange Offer. All other terms and
conditions of the Exchange Offer and Consent Solicitation remain
unchanged. The Withdrawal Deadline and Early Deadline have expired.
HoldCo Notes tendered for exchange may not be validly withdrawn and
consents may not be revoked, unless the Issuers determine in the future
in their sole discretion to permit withdrawal and revocation rights.

Available Documents and Other Details

Documents relating to the Exchange Offer and Consent Solicitation will
only be distributed to holders of HoldCo Notes who complete and return
an eligibility form confirming that they are either a “qualified
institutional buyer” under Rule 144A or not a “U.S. person” under
Regulation S for purposes of applicable securities laws (“Eligible
Holders”). Holders of HoldCo Notes who desire to complete an eligibility
form should either visit the website for this purpose at
or request instructions by sending an e-mail to
or calling D.F. King & Co., Inc., the information agent for the Exchange
Offer and Consent Solicitation, at (877) 478-5040 (U.S. Toll-free) or
(212) 269-5550 (Collect).

The Opco Notes have not and will not be registered under the Securities
Act of 1933, as amended (the “Securities Act”), or any other applicable
securities laws and, unless so registered, the Opco Notes may not be
offered, sold, pledged or otherwise transferred within the United States
or to or for the account of any U.S. person, except pursuant to an
exemption from the registration requirements thereof. Accordingly, the
Opco Notes are being offered and issued only (i) to “qualified
institutional buyers” (as defined in Rule 144A under the Securities Act)
and (ii) outside the United States, to persons other than “U.S. persons”
in compliance with Regulation S under the Securities Act.

The complete terms and conditions of the Exchange Offer are set forth in
the informational documents relating to the Exchange Offer. The offering
documents related to the Exchange Offer and Consent Solicitation contain
important information and should be read carefully before any decision
is made with respect to the Exchange Offer. This press release is for
informational purposes only and is neither an offer to sell or purchase,
nor a solicitation of an offer to sell or purchase, the HoldCo Notes or
the OpCo Notes. The Exchange Offer is only being made pursuant to the
Confidential Offering Memorandum and Consent Solicitation Statement and
the related letter of transmittal each dated July 10, 2017. The Exchange
Offer is not being made to holders of HoldCo Notes in any jurisdiction
in which the making or acceptance thereof would not be in compliance
with the securities, blue sky or other laws of such jurisdiction.

The information made available in this release includes
forward-looking statements, which are generally statements about future
events, plans, objectives and performance. Generally, the words
“believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,”
“will” and similar expressions identify forward looking statements.
looking statements reflect our current expectations, based on currently
available information, and are not guarantees.
Although we
believe that the expectations reflected in such forward looking
statements are reasonable, these expectations could prove inaccurate as
such statements involve risks and uncertainties, many of which are
beyond our ability to control or predict.
Should one or more of
these risks or uncertainties, or other risks or uncertainties not
currently known to us or that we currently deem to be immaterial,
materialize, or should underlying assumptions prove incorrect, actual
results may vary materially from those anticipated, estimated or

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
173 corporate full-service supermarkets including 172 under the Tops
banner and one under the Orchard Fresh banner, with an additional five
supermarkets operated by franchisees under the Tops banner. Tops employs
approximately 14,400 associates, and is a leading full-service grocery
retailer serving Upstate New York, Northern Pennsylvania, Western
Vermont and North Central Massachusetts. 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


Tops Holding II Corporation
David Langless, 716-635-5000
Chief Financial Officer