applicable debt.
Our debt instruments (including those that would be applicable to the Anticipated Refinancing) may restrict, or market or business
conditions may limit, our ability to use some ... options.
We may be unable to complete the Anticipated Refinancing, or we may decide not to pursue the Anticipated Refinancing.
Subject to market conditions, we intend to enter into ... Anticipated Refinancing after the consummation of this offering. The
Anticipated Refinancing is expected to extend the weighted average maturity of our indebtedness, reduce the amount of our secured
indebtedness
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01382280.pdf
Senior Secured Credit Facilities (as defined herein) require us (and if the Anticipated Refinancing is
consummated, the New Credit Facilities are expected to require us), in certain circumstances, to maintain ... Senior Secured Credit Facilities (or under the New Credit
Facilities if we consummate the Anticipated Refinancing). Moreover, the occurrence of a default under our Senior Secured Credit
Facilities (or under ... Credit Facilities if we consummate the Anticipated Refinancing) could result in an event of default under our
other indebtedness. Upon the occurrence of an event of default under our Senior
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Amendment No.3 to Form S-1
Table of Contents
Anticipated Refinancing
We have had preliminary discussions with potential lenders, financial intermediaries and advisors and following the consummation
of this offering ... this offering, or
at all, and we may elect not to proceed with the Anticipated Refinancing. See 'Description of Indebtedness—Anticipated Refinancing
Facilities' and "Risk Factors—Risks Relating ... Indebtedness—We may be unable to complete the Anticipated Refinancing, or we
may decide not to pursue the Anticipated Refinancing."
Liquidity and Factors Affecting Liquidity
We estimate our liquidity needs
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Senior Secured
Credit Facilities (or under the New Credit Facilities if we consummate the Anticipated Refinancing) and any of our other indebtedness
that contains similar provisions, or obtain a waiver ... Safeway Notes (as defined herein) the ABS/Safeway Notes
and, if we consummate the Anticipated Refinancing, the New Credit Facilities.
As of June 20, 2015, our total indebtedness was approximately ... application of the use of the net proceeds (but without giving effect to the Anticipated Refinancing), our total indebtedness as of June 20,
2015 would have been approximately $10.7 billion
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01382282.pdf
Facilities. There can be no assurance that we will be able to complete the Anticipated
Refinancing on terms favorable to us, or at all, and we may decide ... pursue the Anticipated Refinancing before its completion. If we
are unable to complete, or elect not to pursue, the Anticipated Refinancing, there can be no assurance that we will
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Risk Factors—Risks
Related to the Safeway and A&P Acquisitions and Integration?
Anticipated Refinancing
We have had preliminary discussions with potential lenders, financial intermediaries and advisors and following ... Credit Facilities, the "New Financing Facilities"). We refer to these
refinancings as the "Anticipated Refinancing.' If we enter into the New Financing Facilities, we may use the proceeds thereof
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charges incurred as a result of the repayment of certain debts, or (b) the Anticipated Refinancing.
Unaudited Pro Forma Condensed Consolidated Balance Sheet
The unaudited pro forma condensed consolidated balance ... sheet of AB Acquisition does not give effect to the Anticipated
Refinancing, but reflects the Transactions, including the pro forma effects of the issuance of shares of common stock
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forma financial information contained in this prospectus does not give effect to the Anticipated Refinancing.
The Safeway acquisition closed on January 30, 2015, and, therefore, the fair value
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refinancing its existing bank loan facility. The attached materials include a summary of
the refinancing terms, and the provision of a revolving loan facility, as presented to JPMorgan. The attachment ... benefit of the company. In that regard, it is not anticipated that the mere refinancing of the existing loan under
the terms proposed, including the extension of the collateral
https://www.justice.gov/epstein/files/DataSet%209/EFTA00707071.pdf