The Pantry Announces Expiration, Final Results of Tender Offer

Will redeem remaining notes on September 4

CARY, N.C. -- The Pantry Inc. has announced final results of its previously announced 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. The tender offer expired on Aug. 16, 2012.

On August 3, the early settlement date, the company announced that it had received tenders from holders of $199,856,000 in aggregate principal amount of the notes, representing 90.2% of the total outstanding principal amount of the notes, at or prior to 5:00 p.m., New York City time, on August 2, the early tender deadline. The company accepted for purchase, and made payment for, all of such notes on the early settlement date.

In addition, 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 on the early settlement date, and the amendments to the indenture governing the notes became operative on that same date 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.

No additional notes were tendered following the early tender deadline and prior to the expiration date.

The remaining $21,724,000 of the notes that were not tendered and purchased pursuant to the offer are outstanding and their holders are subject to the terms of the indenture governing the notes, as amended by the supplemental indenture. The Pantry issued a call notice on August 3 and will redeem any and all of the remaining notes on September 4.

Based in Cary, N.C., The Pantry is a leading independently operated convenience store chain in the southeastern United States and one of the largest independently operated c-store chains in the country. The company operates 1,587 stores in 13 states under select banners, including Kangaroo Express, its primary operating banner.