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Bon-Ton Stores intends to offer Senior Notes

Feb '06
Leading quality fashion department store Bon-Ton Stores Inc announced that it intends to offer, through its subsidiary The Bon-Ton Department Stores Inc, $525 million in aggregate principal amount of senior notes due 2014 in a private placement, subject to market and other conditions.

The notes are to be guaranteed on a senior unsecured basis by The Bon-Ton Stores Inc and each of its direct and indirect subsidiaries, other than The Bon-Ton Department Stores Inc, that is a borrower or guarantor under a proposed new senior secured credit facility into which certain operating subsidiaries will enter in connection with the Company's acquisition of the Northern Department Store Group of Saks Incorporated.

The Company expects that the offering, which is conditioned upon the acquisition of the Northern Department Store Group, are to be completed in early March 2006.

The net proceeds of the offering, together with borrowings under the proposed new senior secured credit facility and a proposed new mortgage loan facility, will be used to finance the Company's acquisition of the Northern Department Store Group, repay the existing senior secured credit facility and pay fees and expenses related to the acquisition, the issuance of the notes and the new credit and loan facilities.

The notes will be offered and sold in the United States only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933 and outside the UnitedStates to non-United States persons in compliance with Regulation S under the Securities Act.

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