EFTA01382392Set 10
2021-06-271p621w
covenants; (iii) cross-
acceleration with certain other indebtedness and (iv) certain bankruptcy related events.
NAI Term Loan Agreement
On June 27. 2014, NAI Holdings and NAI entered into a term ... loan agreement (the "NAI Term Loan Agreement") by and among
NAI, NAI Holdings and the other guarantors from time to time party thereto, the lenders from time to time party ... thereto, and Citibank,
N.A., as administrative and collateral agent.
Structure. The NAI Term Loan Agreement provides for the 5850 million NAI Term Loan Facility, consisting of a term loan
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01382392.pdf
EFTA01382394Set 10
2013-03-231p478w
Table of Contents
Letter of Credit Facility Agreement
On March 23, 2013, NAI and Bank of America, N.A., entered into a Letter of Credit Facility Agreement, as amended and restated ... June 20, 2015, no letters of credit were outstanding under the LC Facility.
NAI Indenture
NAI (as successor to Albertson's, Inc.) is party to an indenture, dated ... Supplemental Indenture No. 3, dated as of December 29, 2008;
collectively, the "NAI Indenture"), under which NAI has the following outstanding issues of notes
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01382394.pdf
EFTA00595394Set 9
2014-09-1016p1,944w
Assets for Capital Contributions:
• Black Family Partners, E. ("BFP") to create a new LLC ("NAI LLC") and fund it with all of its non-Apollo
investments. BFP to distribute interests ... NAI LLC to its partners, pro-rata.
• GRATs to distribute NAI LLC interests to LOB as part of his annuity payments.
• The LDB 2011 LLC will distribute its interests ... Capital Contributions of Non-Managing Members:
• LDB will contribute art and interests in NAI LLC in exchange for a pro-rata non-managing Member interest.
APO1 will contribute art, interests
https://www.justice.gov/epstein/files/DataSet%209/EFTA00595394.pdf
EFTA01382520Set 10
2013-02-211p573w
Statements
February 21, 2013 and February 23, 2012
(Dollars in millions)
(r) Income Taxes
NAI's operations are subject to United States federal, state and local income taxes. NAI ... included in the Parent's income tax returns. In preparing its combined financial statements, NAI has determined its tax provision on a
separate return, stand-alone basis.
Because portions ... NAI's operations are included in the Parent's tax returns, payments to certain tax authorities are made by
Parent, and not by NAI. The resulting settlements are reflected
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01382520.pdf
EFTA01382277Set 10
2014-08-111p687w
financial condition.
Our ability to effectively monitor and control the operations of Albertsons and NAI depends to a large extent on the proper
functioning of our IT and 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 and NAI each ... Legacy Albertsons Stores. We plan to complete the transition of our Albertsons and NAI stores, distribution centers and systems onto
Safeway's IT systems by mid-2018, but may suffer
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01382277.pdf
million and $54.8
million, respectively, in the Company in exchange for additional ABS and NAI units. Management's contribution of $33.2 million was in
connection with the termination ... executive officers for the purchase of 2.8 million units each of ABS units, NAI units
and Safeway units and is accounted for as an equity-based compensation award.
The equityholders ... agreement, as amended, with the existing holders of the ABS, NAI, and Safeway units, provides, among other
things, for preemptive or anti-dilution rights that entitle the unitholder the right
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01382447.pdf
EFTA01382539Set 10
2013-02-211p469w
Dollars in millions)
Product Purchases and Allocation of General Corporate and Other Expenses
NAI purchases product from certain of Parent's shared distribution centers for sale at certain ... resources,
communications, compliance, and employee benefits and incentives. These expenses have been allocated to NAI on the basis of direct
usage when identifiable, with the remainder allocated on the basis ... other measures. Expense allocations
include expenses incurred by Parent's distribution centers serving NAI, which include direct labor, utilities and depreciation and freight.
The expense allocations have been determined
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01382539.pdf
EFTA01382530Set 10
2013-02-211p482w
Financial Statements
February 21, 2013 and February 23, 2012
(Dollars in millions)
Changes in NAI's unrecognized tax benefits consisted of the following:
2012 2011 2010
Beginning balance ... respectively, which would reduce NAI's effective tax rate if recognized in
future periods.
NAI, through its Parent, expects to resolve, net of any state tax effect, matters relating ... several individually insignificant income tax positions. These unrecognized tax benefits represent items in
which NAI may not prevail with certain taxing authorities, based on varying interpretations of the applicable
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01382530.pdf
EFTA01382518Set 10
2013-02-211p573w
Combined Financial Statements
February 21, 2013 and February 23, 2012
(Dollars in millions)
NAI evaluates inventory shortages throughout each fiscal year based on actual physical counts in its facilities. Allowances ... shortages as of the end of each fiscal
year.
(i) Reserves for Closed Properties
NAI maintains reserves for costs associated with closures of retail stores, distribution centers and other properties ... that are no
longer being utilized in current operations. NAI provides for closed property lease liabilities based on the present value of the remaining
noncancelable lease payments after the closing
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01382518.pdf
EFTA01382538Set 10
2013-02-211p422w
February 23, 2012
(Dollars in millions)
Collective Bargaining Agreements
As of February 21, 2013, NAI had approximately 82,000 employees. Approximately 61,000 employees were covered by collective
bargaining agreements ... covering approximately 11,500 employees are scheduled to expire.
Multiemployer Health and Welfare Plans
NAI makes contributions to multiemployer health and welfare plans, which cover certain NAI union employees ... employees
and as such, may not constitute contributions to a postretirement benefit plan. However, NAI is unable to separate contribution amounts
to postretirement benefit plans from contribution amounts paid
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01382538.pdf
EFTA01382515Set 10
2013-02-211p546w
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 it is a combination ... beauty care, as well as pharmacy
and fuel.
On March 21, 2013, Parent sold NAI to AB Acquisition LLC (NAI Banner Sale). Immediately after AB Acquisition LLC's purchase ... NAI. NAI sold its Albertsons banner operations, Albertsons dedicated distribution centers and certain other assets (Albertsons Business)
to Albertson's LLC, a wholly owned subsidiary of AB Acquisition LLC (Albertsons
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01382515.pdf
EFTA01382448Set 10
2020-01-301p586w
assets, the same distribution terms will apply after payment to creditors. The NAI unitholders are entitled to
allocations of profits and losses derived from NAI for each fiscal period ... Safeway units up to an amount, in aggregate
with the Albertson's and NAI distributions, of $2,308.6 million. Upon achieving aggregate distributions of $2,308.6 million, cash
distributions ... holders of the units are entitled to participate in cash distributions of Albertson's, NAI and Safeway
based on their respective ownership percentages of the aggregate of ABS units, NAI
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01382448.pdf
EFTA01382339Set 10
2016-09-211p621w
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 and NAI include ... services to SuperValu, and
also provides office space to SuperValu at our Boise offices. NAI provides pharmacy services to SuperValu.
Fees. Albertsons' and NAI's fees under the SVU TSAs ... distribution centers receiving services, which number can be reduced by Albertsons and by NAI at any time upon
five weeks' notice, with a corresponding reduction in the variable portion
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01382339.pdf
EFTA01382519Set 10
2013-02-211p577w
Statements
February 21, 2013 and February 23, 2012
(Dollars in millions)
(p) Benefit Plans
NAI recognizes the funded status of the specific defined benefit plan it sponsors in its Combined ... Comprehensive Income (Loss) and Combined Statements of Parent Company Deficit. The
determination of NAI's obligation and related expense for the NAI sponsored pension benefits is dependent, in part ... sponsors other pension and postretirement plans in various forms covering substantially all employees, including NAI
employees, who meet eligibility requirements.
NAI and Parent also contribute to various multiemployer pension plans
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01382519.pdf
EFTA01382416Set 10
2015-06-201p621w
million and letters of credit issued under the LOC sub-facility of $272.1 million.
NAI ABL: The NAI ABL had no outstanding loan borrowings as of June ... February 28, 2015. The NAI ABL LOC sub-
facility had outstanding issued letters of credit of $530.0 million and $418.7 million as of June 20, 2015 and February ... respectively.
The amended NAI LOC facility had no outstanding issued letters of credit as of June 20, 2015 and $104.6 million outstanding
issued letters of credit as of February
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01382416.pdf
EFTA01382340Set 10
2018-03-211p587w
Amendment No. 3 to Form S-1
Table of Contents
SuperValu—Albertsons and NAI Trademark Cross Licenses
In March 2013, NAI and Albertsons each entered into a trademark cross licensing ... proprietary rights subject to the agreements.
Lancaster Operating and Supply Agreement
In March 2013, NAI entered into an operating and supply agreement with SuperValu for the operation of, and supply ... center located in the Lancaster, Pennsylvania area (the "Lancaster Agreement"). Under the Lancaster Agreement,
NAI owns the Lancaster distribution center and SuperValu manages and operates the distribution center on behalf
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01382340.pdf
EFTA01382521Set 10
2013-02-211p448w
Total intangible assets,
net $ 1,104 757 550
Fair values of NAI's trade names were determined primarily by discounting an assumed royalty value applied to projected future
revenues associated ... cost of capital and the specific risk profile of
the trade names relative to NAI's other assets. These estimates are impacted by variable factors including inflation, the general health ... specified risk profile of the trade names, as well as future revenue and
profitability.
NAI has a single reporting unit, operating segment, and reportable segment. NAI performed reviews of goodwill
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01382521.pdf