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Section 1: 8-K (8-K)

Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 22, 2019

Albertsons Companies, Inc.
(Exact Name of Registrant as Specified in Charter)

Delaware
 
333-205546
 
47-4376911
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
 
 
250 Parkcenter Blvd, Boise, ID
 
83706
(Address of Principal Executive Offices)
 
(Zip Code)
(208) 395-6200
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 if the Securities Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company o
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o






ITEM 8.01. Other Events.

On January 22, 2019, Albertsons Companies, Inc. (the "Company") issued a press release announcing the proposed offering by the Company, Albertson’s LLC, Safeway Inc. ("Safeway") and New Albertsons L.P. of senior notes due 2026 (the "Notes") to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") and outside the United States in accordance with Regulation S under the Securities Act. On January 22, 2019, the Company issued a separate press release announcing the pricing of its upsized offering of $600 million aggregate principal amount of the Notes. The Company intends to use the net proceeds from the offering to (i) pay the Redemption Price (as defined below) in connection with the redemption of all of Safeway’s outstanding 5.00% Senior Notes due August 2019 (the "Redemption") and (ii) pay fees and expenses related to the Redemption and the issuance of the Notes. The Company intends to use the remaining net proceeds for general corporate purposes, which may include the repayment of indebtedness, capital expenditures and working capital. Copies of the press releases are attached as Exhibits 99.1 and 99.2 hereto and are incorporated in this Item 8.01 by reference.

On January 22, 2019, Safeway provided notice of its election to redeem all of the $268,557,000 aggregate principal amount currently outstanding of Safeway’s 5.00% Senior Notes due August 2019 (the "Redeemed Notes"). The Redeemed Notes will be redeemed on February 6, 2019 (the "Redemption Date") at a redemption price (the "Redemption Price") equal to the greater of (i) 100% of the principal amount of the Redeemed Notes; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Redeemed Notes to be redeemed (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current treasury rate (as calculated pursuant to the terms of the indenture and officers’ certificate governing the Redeemed Notes) plus 30 basis points plus accrued and unpaid interest on the Redeemed Notes to the Redemption Date.









ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are being filed herewith:
Exhibit No.
 
Description
 
 
 
99.1
 
99.2
 







SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
Albertsons Companies, Inc.
 
(Registrant)
 
 
 
Dated: January 22, 2019
By:
/s/ Robert A. Gordon
 
Name:
Robert A. Gordon
 
Title:
Executive Vice President & General Counsel
 
 
 



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Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit
Exhibit 99.1


396441929_pressreleasesecuredno_image1.gif
Media Contact:
Melissa Plaisance
melissa.plaisance@albertsons.com |925-226-5115
Albertsons Companies, Inc. Announces Proposed
Senior Notes Offering

BOISE, Idaho, Jan. 22, 2019 (GLOBE NEWSWIRE) -- Albertsons Companies, Inc. (the “Company”) today announced its intention to offer $500 million in aggregate principal amount of senior notes due 2026 (the “Notes”). The Company and its subsidiaries, Safeway Inc., New Albertsons L.P. and Albertson’s LLC, will be co-issuers of the Notes.

The Company intends to use a portion of the net proceeds from the offering to (i) pay the redemption price and accrued and unpaid interest in connection with the redemption of all of Safeway Inc.’s outstanding 5.00% Senior Notes due August 2019 (the “Redemption”) and (ii) pay fees and expenses related to the Redemption and the issuance of the Notes. The Company intends to use the remaining net proceeds for general corporate purposes, which may include the repayment of indebtedness, capital expenditures and working capital.

The Notes will be offered in the United States to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to persons outside the United States in compliance with Regulation S under the Securities Act. The Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

About Albertsons CompaniesAlbertsons Companies, Inc. is one of the largest food and drug retailers in the United States, with both a strong local presence and national scale. Albertsons Cos. operates stores across 34 states and the District of Columbia under 20 well-known banners including Albertsons, Safeway, Vons, Jewel-Osco, Shaw’s, Acme, Tom Thumb, Randalls, United Supermarkets, Pavilions, Star Market, Haggen and Carrs, as well as meal kit company Plated based in New York City. Albertsons Cos. is committed to helping people across the country live better lives by making a meaningful difference, neighborhood by neighborhood. In 2017 alone, along with the Albertsons Companies Foundation, the Company gave nearly $300 million in food and financial support. These efforts helped millions of people in the areas of hunger relief, education, cancer research and treatment, programs for people with disabilities and veterans outreach.

Important Notice Regarding Forward-Looking StatementsThis press release contains certain forward-looking statements. Statements that are not historical facts, including statements regarding the Company’s expectations, perspectives and projected financial performance, are forward looking statements. The words “expect,” “believe,” “estimate,” “intend,” “plan” and similar expressions, when related to the Company and its subsidiaries, indicate forward-looking statements. The forward-looking statements are based on the Company’s current expectations and involve risks and uncertainties, including, but not limited to, risks and uncertainties regarding our current expectations and beliefs as to our ability to consummate the offering of Notes, the intended use of proceeds thereof, other pending transactions, and other future events. The Company cautions that actual results could differ materially from the expectations described in the forward-looking statements. The Company also cautions that undue reliance should not be placed on any of the forward-looking statements, which speak only as of the date of this release. The Company undertakes no responsibility to update any of these forward-looking statements to reflect events or circumstances after the date of this report or to reflect actual outcomes. Information about certain potential factors that could affect our business and financial results and cause actual results to differ materially from those expressed or implied in any forward-looking statements are included under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial



Exhibit 99.1

Condition and Results of Operations,” in our Annual Report on Form 10-K for the fiscal year ended February 24, 2018 and our Quarterly Reports on Form 10-Q for the quarters ended June 16, 2018, September 8, 2018 and December 1, 2018, which are on file with the U.S. Securities and Exchange Commission (the “SEC”), and may be contained in reports subsequently filed with the SEC and available at the SEC’s website at www.sec.gov.



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Section 3: EX-99.2 (EXHIBIT 99.2)

Exhibit
Exhibit 99.2


396441929_pressreleasesecuredno_image1.gif

Media Contact:
Melissa Plaisance
melissa.plaisance@albertsons.com |925-226-5115

Albertsons Companies, Inc. Announces Pricing of Its
Senior Notes Offering

January 22, 2019 - Boise, ID - Albertsons Companies, Inc. (the “Company”) today announced the pricing of its upsized private offering of $600 million in aggregate principal amount of new 7.500% senior notes due 2026 (the “Notes”). The Notes will be issued at par value. This represents a $100 million increase in the original offering amount. The Company and its subsidiaries, Safeway Inc., New Albertsons L.P. and Albertson's LLC, will be co-issuers of the Notes. The offering is expected to close on or about February 5, 2019, subject to customary closing conditions.

The Company intends to use a portion of the net proceeds from the offering to (i) pay the redemption price and accrued and unpaid interest in connection with the redemption of all of Safeway Inc.’s outstanding 5.00% Senior Notes due August 2019 (the “Redemption”) and (ii) pay fees and expenses related to the Redemption and the issuance of the Notes. The Company intends to use the remaining net proceeds for general corporate purposes, which may include the repayment of indebtedness, capital expenditures and working capital.

The Notes will be offered in the United States to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to persons outside the United States in compliance with Regulation S under the Securities Act. The Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

About Albertsons Companies

Albertsons Companies, Inc. is one of the largest food and drug retailers in the United States, with both a strong local presence and national scale. Albertsons Cos. operates stores across 34 states and the District of Columbia under 20 well-known banners including Albertsons, Safeway, Vons, Jewel-Osco, Shaw’s, Acme, Tom Thumb, Randalls, United Supermarkets, Pavilions, Star Market, Haggen and Carrs, as well as meal kit company Plated based in New York City. Albertsons Cos. is committed to helping people across the country live better lives by making a meaningful difference, neighborhood by neighborhood. In 2017 alone, along with the Albertsons Companies Foundation, the Company gave nearly $300 million in food and financial support. These efforts helped millions of people in the areas of hunger relief, education, cancer research and treatment, programs for people with disabilities and veterans outreach.

Important Notice Regarding Forward-Looking Statements

This press release contains certain forward-looking statements. Statements that are not historical facts, including statements regarding the Company’s expectations, perspectives and projected financial performance, are forward looking statements. The words “expect,” “believe,” “estimate,” “intend,” “plan” and similar expressions, when related to the Company and its subsidiaries, indicate forward-looking statements. The forward-looking statements are based on the Company’s current expectations and involve risks and uncertainties, including, but not limited to, risks and uncertainties regarding our current expectations and beliefs as to our ability to consummate the offering of Notes, the intended use of proceeds thereof, other pending transactions, and other future events. The Company cautions that actual results could differ materially from the expectations described in the forward-looking statements. The Company also cautions that undue reliance should not be placed on any of the forward-looking statements, which speak only as of the date of this release. The Company undertakes no responsibility to update any of these forward-looking statements to reflect events or circumstances after the date of this report or to reflect actual outcomes. Information about certain potential factors that could affect our business and financial results and cause actual results to differ materially from those expressed or implied in any forward-looking statements are included under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in



Exhibit 99.2


our Annual Report on Form 10-K for the fiscal year ended February 24, 2018 and our Quarterly Reports on Form 10-Q for the quarters ended June 16, 2018, September 8, 2018 and December 1, 2018, which are on file with the U.S. Securities and Exchange Commission (the “SEC”), and may be contained in reports subsequently filed with the SEC and available at the SEC’s website at www.sec.gov.




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