Davis Polk – The Pantry, Inc. $250 Million High-Yield Notes Offering and Concurrent Tender Offer and Consent Solicitation

Davis Polk advised Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC, RBC Capital Markets, LLC, BMO Capital Markets Corp. and SunTrust Robinson Humphrey, Inc. as joint book-running managers on a Rule 144A/Regulation S offering by The Pantry, Inc. of $250 million aggregate principal amount of its 8.375% senior notes due 2020.

Davis Polk is also advising Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC as dealer managers in connection with The Pantry’s cash tender offer for its outstanding 7.75% senior subordinated notes due 2014 and related consent solicitation. Following the early settlement of the tender offer, all outstanding senior subordinated notes are being called for redemption. The tender offer and the redemption will be funded with the proceeds of the notes offering and the proceeds of a term loan funded in connection with The Pantry’s concurrent refinancing of its senior secured credit facilities.

Based in Cary, North Carolina, The Pantry is a leading independently operated convenience store chain in the southeastern United States, operating stores in 13 states under a number of banners, including Kangaroo Express, The Pantry’s primary operating banner.

The Davis Polk capital markets team included partner Michael Kaplan, associates Christopher R. Bornhorst and Bin Hu and law clerk Denny Won. The tax team included partners Samuel Dimon and Po Sit and associate Avinash Venkatesh. Counsel Susan D. Kennedy and associate Lucie E. Shin provided real estate advice. Counsel Betty M. Huber and associate Catharine Thorpe provided environmental advice. Anney Chi was the legal assistant on the transaction. All members of the Davis Polk team work in the New York office.

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