C&S Group Enterprises LLC Commences Cash Tender Offer for Its 8.375% Senior Secured Notes Due 2017

KEENE, N.H.--()--C&S Group Enterprises LLC today announced that it commenced a cash tender offer for any and all of its outstanding 8.375% Senior Secured Notes due 2017 (the “Notes”) of C&S Group Enterprises LLC whose members are C&S Wholesale Grocers, Inc., GU Markets LLC, ES3, LLC, Surry Licensing LLC and Warehouse Technologies LLC (collectively, the “Parent Guarantors” and together with their subsidiaries and affiliates, the “C&S Issuer Group”). The tender off is being made pursuant to an “Offer to Purchase” dated today, which sets forth a more comprehensive description of the terms of the offer.

Holders who validly tender, and do not validly withdraw, their Notes on or prior to 5:00 pm New York City time, on Wednesday, July 9, 2014 (the “Early Tender Time”) will be entitled to receive $1,045.38 for each $1,000 principal amount of Notes purchased in the tender offer, plus accrued and unpaid interest to, but not including, the date of payment for the Notes accepted for payment.

The tender offer will expire at 12:00 midnight, New York City time, on Wednesday, July 23, 2014, unless extended (such date and time, as it may be extended, the “Expiration Time”) or earlier terminated. Holders who validly tender, and do not validly withdraw, their Notes after the Early Tender Time and on or prior to the Expiration Date will be entitled to receive $1,041.88 for each $1,000 principal amount of Notes purchased in the tender offer, plus accrued and unpaid interest to, but not including, the date of payment for the Notes accepted for payment.

Except as required by applicable law, Notes tendered may be withdrawn only at or before the Early Tender Time, and Notes tendered after the Early Tender Time and before the Expiration Time may not be withdrawn.

The tender offer is subject to the satisfaction or waiver of certain conditions

C&S Group Enterprises LLC has retained J.P. Morgan Securities LLC to act as Dealer Manager for the tender offer. Questions regarding the terms of the tender offer may be directed to J.P. Morgan Securities LLC at (800) 245-8812 (toll-free). Questions regarding procedures for tendering Notes and requests for the Offer to Purchase and other documents relating to the tender offer may be directed to D.F. King & Co., Inc., the Information Agent in connection with the tender offer, at (212) 269-5550 (collect) or (888) 644-5854 (toll-free).

This press release is neither an offer to purchase nor a solicitation of an offer to sell the Notes or any other securities. The tender offer is made only by and pursuant to the terms of the Offer to Purchase and the related Letter of Transmittal and the information in this press release is qualified by reference to the Offer to Purchase and the related Letter of Transmittal. None of C&S Group Enterprises LLC, its board of directors, the Parent Guarantors, the Trustee, the Information Agent, the Tender Agent or the Dealer Manager or any of their respective affiliates makes any recommendation as to whether holders of Notes should tender, or refrain from tendering, all or any portion of the principal amount of their Notes pursuant to the Offer.

Forward-Looking Statements

This press release contains forward-looking statements including statements relating to C&S Group Enterprises LLC’s cash tender offer. These statements are not historical facts but rather are based on C&S Group Enterprises LLC’s current expectations, estimates and projections regarding C&S Group Enterprises LLC’s business, operations and other factors relating thereto, including with respect to the cash tender offer. Words such as "may," "will," "could," "would," "should," "anticipate," "predict," "potential," "continue," "expects," "intends," "plans," "projects," "believes," "estimates" and similar expressions are used to identify these forward-looking statements. These statements are only predictions and as such are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict.

The forward-looking statements contained in this news release speak only as of the date of this news release, and C&S Group Enterprises LLC does not assume any obligation to publicly update or revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as may be expressly required by applicable securities laws

About C&S Group Enterprises LLC

C&S Group Enterprises LLC, through its affiliate C&S Wholesale Grocers, Inc. (“C&S”), operates the largest wholesale grocery distributor in the United States, based on revenue. Founded in 1918, C&S provides grocery wholesaling and distribution services to the grocery retail industry. From its distribution centers located in the Northeast, Mid-Atlantic, Southeast, upper Mid-West, West Coast and Hawaii, C&S delivers food and non-food products to approximately 5,000 grocery stores across the United States. Through other affiliated companies, C&S Group Enterprises also provides third-party logistics solutions to large food and non-food manufacturers, operates retail grocery stores, licenses certain trademarks for use in the retail grocery business and develops technologies for use in warehouses.

Contacts

C&S Group Enterprises LLC
Karen Blomquist, 603-354-4625
kblomqui@cswg.com

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Contacts

C&S Group Enterprises LLC
Karen Blomquist, 603-354-4625
kblomqui@cswg.com