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 ... Management Holdco will contribute all of their equity interests in AB Acquisition to Albertsons
Companies, Inc. in exchange for common stock of Albertsons Companies, Inc.;
• NAI Group Holdings. Safeway Group
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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 ... Management Holdco will
contribute all of their equity interests in AB Acquisition to Albertsons Companies, Inc. in exchange for common stock of Albertsons
Companies, Inc., (iii) NAI Group Holdings, Safeway
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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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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
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Cerberus Institutional
Partners V, L.P., AB Acquisition LLC and Safeway Inc.
10.11— Form of Albertsons Companies, Inc. 2015 Equity and Incentive Award Plan
10.1r Form of Albertsons Companies ... Executive Incentive Bonus Plan
10.13— Albertsons Companies, Inc. Restricted Stock Unit Plan
10.1C— Form of Restricted Stock Unit Award Agreement under the Albertsons Companies, Inc. Restricted Stock Unit Plan ... Form of Indemnification Agreement
10.16'— Employment Agreement, dated September 21, 2015, among Albertsons Companies, Inc., Robert Miller and, solely
for purpose of the third paragraph thereof, AB Acquisition
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Jahk of Contents
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
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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 ... appointees shall be selected by
Albertsons Investor's board of managers so long as Albertsons Companies, Inc. is a controlled company under the applicable rules of
the NYSE. See "Certain ... that, except as otherwise required by applicable law, from the date on which
(a) Albertsons Companies, Inc. is no longer a controlled company under the applicable rules of the NYSE
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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 ... Phantom units of AB
Acquisition would convert into 10,711,903 restricted units of Albertsons Companies, Inc., or ownership of 10,711,903 shares, or
2.3% of our outstanding common
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subsidiaries to make dividend payments. Following the consummation of the
IPO-Related Transactions, Albertsons Companies, Inc. will be subject to restrictions under agreements governing its debt instruments ... laws of their jurisdictions of
incorporation or organization. If the Anticipated Refinancing is consummated, Albertsons Companies. Inc. will also be an obligor under
the New Financing Facilities, which are expected ... subject Albertsons Companies, Inc. to similar restrictions. See "Risk Factors—Risks
Related to Our Indebtedness—Our debt instruments limit our flexibility in operating our business:
52
hill
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Kimco Realty), will have the following board representation rights:
from the date on which Albertsons Companies, Inc. is no longer a controlled company under the applicable rules of the NYSE ... board of directors under all applicable corporate governance policies and guidelines of Albertsons Companies, Inc. and our
board of directors, and all applicable legal, regulatory and stock exchange requirements (other
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FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Albertsons Companies, Inc.
(Exact name of registrant as specified In its charter)
Delaware 5411 47.4376911
(State or other jurisciction ... principal executive offices)
Robert A. Gordon, Esq.
Executive Vice President and General Counsel
Albertsons Companies, Inc.
250 Parkcenter Blvd.
Boise, ID 83706
(Name. address, including zip code, and telephone number
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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
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