UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): July 30, 2009
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
(Exact name of registrant as specified in its charter)
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Maryland
(State or Other
Jurisdiction of
Incorporation)
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1-4141
(Commission File Number)
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13-1890974
(I.R.S. Employer
Identification No.) |
2 Paragon Drive
Montvale, New Jersey 07645
(Address of principal executive offices)
(Zip Code)
(201) 573-9700
(Registrant’s telephone number,
including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 8.01. Other Events.
On
July 23, 2009, the Company issued a press release announcing
that it planned to offer $225 million aggregate principal amount
of Senior Secured Notes due 2015 (the “Notes”). The press
release relating to the Notes was filed on Form 8-K by the
Company on July 24, 2009. Subsequent to the press release
issuance, the offering of the Notes was increased to
$260 million aggregate principal amount.
On
July 30, 2009, the Company issued a press release announcing the
pricing of $260,000,000 aggregate
principal amount of the Notes. The Notes mature on August 1, 2015,
and were priced at 11.375%, with an effective yield of 12%. The Offering is expected to
settle and close on August 4, 2009, subject to customary closing conditions.
In addition, the offering is contingent upon the consummation of the
Company’s issuance of $175 million of 8.0% convertible
preferred stock to affiliates of the Yucaipa Companies, LLC and to
affiliates of the Company’s largest shareholder Tengelmann
Warenhandelsgesellschaft KG. The Company intends to use the net proceeds
from the issuance of the Notes to repay a portion of outstanding borrowings under its existing credit facility and for general corporate purposes. A copy of the press
release is attached hereto as Exhibit 99.1.