Related Transactions were owned (directly and indirectly) by our Existing
Owners.
Albertsons Companies, Inc. is a newly formed entity, formed for the purpose of effecting the IPO-Related Transactions ... will result in a reorganization of our business so that it is owned by Albertsons Companies, Inc. (the "IPO-
Related Transactions"):
• our Existing Owners, other than Kimco and Management Holdco ... will contribute all of their direct and indirect equity interests in
AB Acquisition to Albertsons Investor, including their interests in NAI Group Holdings and Safeway Group Holdings;
• Albertsons Investor, Kimco
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former members of our management, whom we refer to as our "Existing
Owners." Albertsons Companies, Inc. is a newly formed entity.
In order to effectuate this offering, we expect ... will result in the reorganization of our business so that it is owned by Albertsons Companies, Inc.
Specifically. (i) our Existing Owners, other than KRS AB Acquisition ... collectively. "Kimco") and Albertsons
Management Holdco, LLC ("Management Holdco"), will contribute all of their direct and indirect equity interests in AB Acquisition to
Albertsons Investor Holdings LLC ("Albertsons Investor"), including
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Table of Contents
AB ACQUISITION LLC AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Albertson's Term Loan facilities are secured by (i) a first-priority lien on substantially ... guarantors
(other than accounts receivable, inventory and related assets of the proceeds thereof (the "Albertson's ABL priority collateral")) and (ii) a
second-priority lien on substantially ... Albertson's ABL priority collateral.
NAI Term Loans
On June 27. 2014, in anticipation of the Safeway acquisition, NAI entered into a Senior Secured Term Loan Agreement in the
amount
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purchase additional shares in full.
(2) All the issued and outstanding common stock of Albertsons Companies, Inc. is held by Albertsons Investor, Management Holdco
and Kimco. Accordingly, shareholdings of directors ... named executive officers reflected in the table above reflect indirect
ownership in Albertsons Companies, Inc. held through interests in Albertsons Investor and Management Holdco. Profits interests
in AB Acquisition totaling ... offering are sold, (i) profits interests in AB Acquisition would
convert into equity of Albertsons Investor with an indirect ownership of 19,382,213 shares and into 450,749 shares
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month period. In addition, if we propose to register additional shares of common stock, Albertsons
Investor and each other Holder will be entitled to notice of the registration and Albertsons ... that registration with all registration expenses
paid by us. Prior to the distribution by Albertsons Investor of all of our common stock it holds as of the completion of this ... offering to its
equityholders, Holders other than Albertsons Investor will not be entitled to include shares of our common stock held by such Holder in a
registration proposed
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Loan Agreement, dated August 25, 2014 and effective January 30, 2015, by
and among Albertson's LLC, Safeway Inc. (as successor by merger to Saturn Acquisition Merger ... other co-borrowers, as borrowers, Albertsons's Holdings LLC and the other guarantors from time to time
thereto, as guarantors. the lenders from time to time thereto, and Credit Suisse ... Restated Asset-Based Revolving Credit Agreement, dated January 30, 2015, by and among
Albertson's LLC, Safeway Inc. (as successor by Merger to Saturn Acquisition Merger
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restrictions and specified
exceptions, see "Underwriting (Conflicts of Interest)."
Transfer Restrictions under the Albertsons Investor LLC Agreement
The Albertsons Investor LLC Agreement will restrict the distribution of our common stock ... held by Albertsons Investor to the
members of Albertsons Investor for a period that is the earlier of (x) four years beginning on the date of our listing ... Trigger Date (subject to extension by vote of holders of the equity interests in Albertsons Investor and Kimco, voting together as
a single class, that directly or indirectly
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results and financial condition.
Our ability to effectively monitor and control the operations of Albertsons and NAI depends to a large extent on the proper
functioning ... business support systems. In connection with our acquisition of NAI, Albertsons and NAI each entered into a
comprehensive transition services agreement with SuperValu. Pursuant to the SVU TSAs, Albertsons ... entered into with SuperValu in connection with our June 2006 acquisition of the
Legacy Albertsons Stores. We plan to complete the transition of our Albertsons and NAI stores, distribution centers
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inapplicable or unenforceable.
Stockholders' Agreement
Registration Rights
Upon the closing of this offering, Albertsons Investor or, if Albertsons Investor is no longer a holder of registrable securities,
Holders owning more ... right to require us to register their shares (and in the
case of Albertsons Investor, such registration shall also include shares held by Kimco and Management Holdco ... Form S-3 Registration Rights
Beginning 180 days after the closing of this offering, Albertsons Investor or, if Albertsons Investor is no longer a holder of
registrable securities, the Holders
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Form S-1
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Furthermore, in connection with this offering, Albertsons Companies, Inc. will enter into the Stockholders' Agreement with
Albertsons Investor, Kimco and Management Holdco. Pursuant ... will be required to appoint to our
Board of Directors individuals designated by Albertsons Investor upon the closing of the IPO-Related Transactions. Pursuant to a limited
liability company agreement ... than Kimco, and certain other individuals who agreed to
co-invest with them through Albertsons Investor (the "Albertsons Investor LLC Agreement), such appointees shall be selected by
Albertsons Investor
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Merger, Safeway
completed the sale of its Eastern division business ("EDS') to New Albertson's, Inc., an Ohio corporation and indirect subsidiary of
Safeway's ultimate parent company AB Acquisition ... Albertsons"). In a two-step sale process, Safeway contributed certain EDS
assets and liabilities to a newly formed subsidiary and sold the interests in the subsidiary to New Albertsons ... Albertsons acquired
the new EDS subsidiary for a purchase price of approximately $659 million, subject to customary adjustments. Safeway also agreed to
provide certain intercompany services and licenses
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Amendment No. 3 to Form S-1
Table of Contents
NEW ALBERTSON'S BUSINESS OF SUPERVALU INC.
AND SUBSIDIARIES
Notes to Combined Financial Statements
February 21, 2013 and February ... millions)
(1) Description of Business and Basis of Presentation
(a) Business Description
The New Albertson's Business (NAI or the Business) is not a stand-alone legal entity, however ... supermarket
businesses operating under the banners Jewel-Osco, Shaw's, Star Market, Acme and Albertsons and their associated in-store
pharmacies and dedicated distribution centers, which were part
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Table of Contents
AB ACQUISITION LLC AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Albertson's Term Loans
On March 21, 2013, in conjunction with the NAI acquisition, Albertson's entered ... plus 4.50% and an expiration date of March 21, 2016. On
May 9, 2013, Albertson's amended the original Term Loan ("Amendment 1"), dividing the Term 8 Loan into Term ... Term Loans include a floor on LIBOR set at 1.0%. On September 19. 2013, Albertson's entered into a second amendment to
update certain restrictive covenants in Amendment
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then-outstanding common
stock, but does not have a representative (whether an Albertsons Investor Designee or otherwise) on our board of directors, such
Sponsor shall have the right to appoint ... Director
Requirements to fill such vacancy.
Indemnification; Expenses
We have agreed to indemnify Albertsons Investor, Kimco, Management Holdco or any Holder, against any losses or damages
resulting from any untrue ... prospectus pursuant to which it sells our
shares, unless such liability arose from Albertsons Investor, Kimco, Management Holdco or any such Holder's, misstatement or
omission, and Albertsons Investor, Kimco
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Exhibit No. Exhibit Description
Form of Underwriting Agreement among Albertsons Companies, Inc. and the Underwriters
3.1"" Certificate of Incorporation of Albertsons Companies, Inc., including Amendment of Certificate ... Incorporation,
dated September 21, 2015
3.2— Form of Bylaws of Albertsons Companies, Inc.
Form of Stockholders Agreement by and among Albertsons Companies, Inc.. Albertsons Investor Holdings ... Acquisition, LLC, KRS ABS, LLC and Albertsons Management Holdco, LLC
4.2' Indenture, dated September 10, 1997, between Safeway Inc., and the Bank of New York, as trustee
4.3' Forms
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Exhibits and Financial Statement Schedules
Exhibit No. Exhibit Description
Form of Underwriting Agreement among Albertsons Companies, Inc. and the Underwriters
Certificate of Incorporation of Albertsons Companies, Inc., including Amendment ... Certificate of Incorporation,
dated September 21, 2015
3.2— Form of Bylaws of Albertsons Companies, Inc.
Form of Stockholders Agreement by and among Albertsons Companies, Inc., Albertsons Investor Holdings ... Acquisition, LLC, KRS ABS, LLC and Albertsons Management Holdco, LLC
4.2' Indenture, dated September 10, 1997, between Safeway Inc., and the Bank of New York, as trustee
4.3' Forms
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Transition Services Agreements with SuperValu
Services. Currently, SuperValu provides certain business support services to Albertsons and NAI pursuant to the SVU TSAs.
The services provided by SuperValu to AJbertsons ... include back office, administrative, IT, procurement, insurance and
accounting services. Albertsons provides records management and retention services and environmental services to SuperValu, and
also provides office space to SuperValu ... Boise offices. NAI provides pharmacy services to SuperValu.
Fees. Albertsons' and NAI's fees under the SVU TSAs are 50% fixed and 50% variable, and are determined in part based
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thereunder, were terminated effective March 28, 2014.
Stockholders' Agreement
In connection with this offering, Albertsons Companies, Inc. will enter into the Stockholders' Agreement with Albertsons Investor,
Kimco and Management Holdco ... rights of Albertsons Investor, Kimco and Management Holdco under such agreement are
described below:
Registration Rights
Under the Stockholders' Agreement, Albertsons Investor holds registration rights that allow ... portion of the shares of our
common stock that Albertsons Investor, Kimco and Management Holdco or a permitted transferee or assignee of such party that
succeeds to such party
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Contents
Exhibit No. Exhibit Description
10.18— Employment Agreement, dated September 21, 2015, among Albertsons Companies, Inc., Justin Dye and, solely for
the purpose of Section 9.8 thereof, New Albertson ... Letter Agreement, dated September 18, 2015, between Albertsons Companies, Inc. and Shane Sampson
10.20— Letter Agreement dated September 18, 2015, between Albertsons Companies, Inc. and Wayne A. Denningham
10.21— Letter ... Agreement, dated September 21, 2015, between Albertsons Companies, Inc. and Sharon Allen
10.2T— Letter Agreement, dated September 21, 2015, between Albertsons Companies, Inc. and Steven A. Davis
10.23" Form
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Contents
AB ACQUISITION LLC AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited)
Albertson's ABL: Borrowings outstanding under the Albertson's ABL as of June 20, 2015 consisted ... issued under the LOC sub-facility of $130.1 million. Borrowings outstanding under the Albertson's ABL as of
February 28. 2015, consisted of loans of $980.0 million and letters ... million outstanding
issued letters of credit as of February 28, 2015.
The Albertson's ABL contains no covenants unless and until (i) an event of default under the Albertson
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