The Pantry Announces Tender Offer

The Pantry Inc. announced the commencement of a cash tender offer for any and all of its outstanding 7.75% Senior Subordinated Notes due 2014.

In conjunction with the tender offer, The Pantry is soliciting consents from holders of the notes to effect certain proposed amendments to the indenture governing the notes. The tender offer and consent solicitation are being made pursuant to an Offer to Purchase and Consent Solicitation Statement and a related Consent and Letter of Transmittal, each dated as of July 20, 2012. The offer will expire at 11:59 p.m., New York City time, on Aug.16, 2012, unless extended.

Holders who validly tender their notes and provide their consents to the proposed amendments to the indenture governing the notes prior to the early tender deadline of 5 p.m., New York City time, on Aug. 2, 2012, unless extended, shall receive total consideration equal to $1,003.75 per $1,000 principal amount of the notes, which includes a consent payment of $10.00 per $1,000 principal amount of the notes, plus any accrued and unpaid interest on the notes up to, but not including, the applicable payment date.

The purchase price for notes that are validly tendered after the early tender deadline on Aug. 2, but on or prior to the expiration date on Aug. 16, will be equal to $993.75 per $1,000 principal amount of the notes, plus any accrued and unpaid interest on the notes up to, but not including, the applicable payment date. Holders of notes tendered after the early tender deadline will not receive the consent payment.

Upon receipt of the consent of the holders of a majority in aggregate principal amount of the outstanding notes, The Pantry will execute a supplemental indenture effecting the proposed amendments to the indenture governing the notes. Except in certain circumstances, notes tendered and consents delivered may not be withdrawn or revoked after execution of the supplemental indenture.

Among other things, the proposed amendments to the indenture governing the Notes would eliminate most of the indenture’s restrictive covenants and would amend certain other provisions contained in the indenture, in each case, as such covenants and other provisions apply to the notes. Holders who tender their notes will be required to consent to the proposed amendments and holders may not deliver consents to the proposed amendments without tendering their notes in the offer.

The offer is contingent upon the satisfaction of certain conditions, including the completion of one or more financing transactions on terms reasonably satisfactory to The Pantry resulting in net proceeds to The Pantry that are, together with available cash, sufficient to purchase the notes tendered and pay the related consent payments, if any, and fees and expenses in connection therewith. If any of the conditions to the tender offer are not satisfied, The Pantry is not obligated to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered notes and may even terminate the offer. The consent solicitation is conditioned upon the receipt of consents from holders of a majority of the principal amount of the notes but the tender offer is not conditioned on receipt of such consents. Full details of the terms and conditions of the offer are included in the Offer to Purchase and Consent Solicitation Statement and related materials. The Pantry may amend, extend or terminate the offer in its sole discretion.

Any notes purchased pursuant to the offer will be cancelled, and those notes will cease to be outstanding. Assuming that the conditions to the tender offer are satisfied or waived, payment for the notes validly tendered and not validly withdrawn at or prior to the early tender deadline is expected to be on Aug. 3, 2012. Payment for the notes validly tendered and not validly withdrawn at or prior to the expiration date will occur promptly after the expiration date.

The Pantry expects to redeem any and all notes that remain outstanding following consummation of the tender offer.

Headquartered in Cary, N.C., The Pantry Inc. operates 1,590 stores in 13 states under select banners, including Kangaroo Express, its primary operating banner.

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