Shearman & Sterling represented Morgan Stanley Private Equity and its majority owned company, Tops Holding Corporation and its subsidiaries, in connection with an add-on private placement of $75 million aggregate principal amount of Tops’ 10.125% Senior Secured Notes due 2015 pursuant to Rule 144A. The notes are a further issuance of, and will be treated as a single class with, the already outstanding $275 million aggregate principal amount of 10.125% Senior Secured Notes that Tops issued in October 2009. The proceeds were used to repay in full a $25 million bridge loan facility incurred by Tops to finance part of its acquisition of substantially all of the assets of The Penn Traffic Company, which had filed for Chapter 11 bankruptcy protection, and to repay in part borrowings outstanding under Tops’ asset-based senior secured credit facility. Headquartered in Buffalo, New York, Tops is a leading supermarket retailer in Western New York.

The Shearman & Sterling team included partners Michael Benjamin (New York-Capital Markets), Jason Lehner (Toronto-Capital Markets), Maura O’Sullivan (New York-Finance), Kenneth Laverriere (New York-Executive Compensation & Employee Benefits), Craig J. Gibian (Washington, D.C.-Tax), and Paul Schreiber (New York-Asset Management); counsel Jeffrey Salinger (New York-Property/Environmental); and associates Tim Andison (Toronto-Finance), Kevin Roggow (Toronto-Capital Markets), Karen Holdridge (New York-Property), Carmen Wong (New York-Capital Markets), Seth Kerschner (New York-Property/Environmental), Devin Lei (New York-Finance), Christian Rudloff (New York-Property), Gerald Feige (Washington, D.C.-Tax), Bradley Wallace (New York-Capital Markets), Owen McCarthy (New York-Finance), Steven Homan (New York-Asset Management) and Veronica Wissel (New York-Executive Compensation & Employee Benefits).