Stater Bros. Holdings Inc. Begins Cash Tender Offer

Stater Bros. Holdings Inc., parent company of regional independent Stater Bros. has commenced a cash tender offer and consent for any and all of its $525 million outstanding aggregate principal amount of 8.125 percent Senior Notes due 2012. The offer will expire at 11:59 p.m. EST Friday, December 10, 2010 unless extended by the company.

Holders who validly tender their notes and provide their consents to the proposed amendments to the indenture governing the notes prior to the consent payment deadline of 5:00 p.m. EST Friday, November 26, 2010, shall receive the total consideration equal to $1,003.75 per $1,000 principal amount of the notes, which includes a consent payment of $10 per $1,000 principal amount of the notes, plus any accrued and unpaid interest on the notes up to, but not including, the payment date.

Holders who validly tender their notes after the consent payment deadline, but on or prior to the expiration Date, shall receive $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 payment date for such notes. Holders of notes tendered after the consent payment deadline will not receive a consent payment.

Following receipt of the consent of at least a majority of the holders of the principal amount of the outstanding notes that have not been validly revoked, Stater Bros. will execute a supplemental indenture effecting the proposed amendments. Stater Bros. intends to elect to redeem any and all notes that remain outstanding following consummation of the offer.

Stater Bros. has engaged Bank of America Merrill Lynch as dealer manager and solicitation agent for the offer.
Persons with questions should contact BofA Merrill Lynch at (888) 292-0070.

San Bernardino, Calif.-based Stater Bros. operates 167 supermarkets in southern Calif.