Shearman & Sterling represented Tops Markets, LLC, a portfolio company of Morgan Stanley Capital Partners and Graycliff Partners, in connection with a $125 million asset-based revolving credit facility arranged by Merrill Lynch, Pierce, Fenner & Smith and Wells Fargo Capital Finance.

Concurrently, the firm also advised Top Markets and its co-issuer Tops Holding Corporation in the issuance of $460 million of senior secured notes placed by Merrill Lynch, Pierce, Fenner & Smith and Morgan Stanley & Co.

The credit facility and the notes have an intercreditor arrangement with cross priority on collateral and were put in place in connection with a refinancing and a dividend recapitalization.

The following Shearman & Sterling lawyers advised on the transaction: Maura E. O’Sullivan (New York-Finance), Michael Benjamin (New York-Capital Markets), Robert Evans (New York-Capital Markets), Craig Gibian (Washington, DC-Tax), Lisa Brill (New York-Real Estate), and Kenneth J. Laverriere (New York-Executive Compensation & Employee Benefits); counsel Benjamin Cheng (New York-Finance); and associates Jesse Cuevas (New York-Capital Markets), Gavin Back (New York-Finance), Luna Bloom (New York-Capital Markets), Gerald Feige (Washington, DC-Tax), Judy Fisher (Washington, DC-Tax), Gita Gandhi (New York-Real Estate), Benjamin Petersen (Palo Alto-Intellectual Property Transactions) and Valerie Petein (New York-Executive Compensation & Employee Benefits).