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SUPERVALU Inc.
SVU announced today a definitive agreement under which
it will sell its Albertsons, Acme, Jewel-Osco, Shaw's and Star Market stores
and related Osco and Sav-on in-store pharmacies (collectively, the “Banners”)
to AB Acquisition LLC (“AB Acquisition”), an affiliate of a Cerberus Capital
Management L.P. (“Cerberus”)-led investor consortium which also includes Kimco
Realty Corporation
KIM, Klaff Realty LP, Lubert-Adler Partners and
Schottenstein Real Estate Group, in a transaction valued at $3.3 billion.
Sam Duncan (Photo: Business Wire)
Sam Duncan (Photo: Business Wire)
The sale will consist of the acquisition by AB Acquisition of the stock of New
Albertsons, Inc. (“NAI”), a wholly-owned subsidiary of SUPERVALU, which owns
the Banners, for $100 million in cash (the “Sale”). NAI will be sold to AB
Acquisition subject to approximately $3.2 billion in debt, which will be
retained by NAI. As part of the transaction, which includes 877 stores across
the Banners, AB Acquisition-owned Albertson's LLC will reunite its Albertson's
stores with the acquired NAI Albertsons stores.
In addition to the Sale, within ten business days of today, a newly-formed
acquisition entity owned by a Cerberus-led investor consortium (“Symphony
Investors”) will conduct a tender offer for up to 30 percent of SUPERVALU's
outstanding common stock at a purchase price of $4.00 per share in cash (the
“Tender Offer”). The Tender Offer represents a 50 percent premium to
SUPERVALU's thirty-day average closing share price as of January 9, 2013, and
provides SUPERVALU's shareholders with the opportunity to maintain an equity
stake in SUPERVALU moving forward.
In the event that Symphony Investors does not obtain at least 19.9 percent of
the outstanding shares of SUPERVALU common stock pursuant to the Tender Offer,
SUPERVALU will be obligated to issue new shares of common stock to Symphony
Investors (the “Issuance”) at the Tender Offer price such that after giving
effect to the Tender Offer and the Issuance, Symphony Investors would own a
number of shares representing at least 19.9 percent of SUPERVALU's outstanding
common stock prior to the Issuance. SUPERVALU also will have the option to
issue to Symphony Investors additional new shares of SUPERVALU common stock at
the Tender Offer price (the “Optional Issuance”), subject to (i) an overall
cap of $250 million on Symphony Investors purchase of common stock pursuant to
the Tender Offer, the Issuance and the Optional Issuance (collectively, the
“Tender Offer Process”) and (ii) a total issuance of primary common shares of
not more than 19.9 percent.
The transactions described above are subject to customary closing conditions,
including the fully underwritten refinancing of certain SUPERVALU debt as
described below. The closing of the Sale is also conditioned on among other
things, the satisfaction of the conditions to the Tender Offer Process, and
the closing of Symphony Investors acquisition of SUPERVALU common stock
pursuant to the Tender Offer Process is conditioned on, among other things,
closing of the Sale. Closing of the Sale and the Tender Offer Process
(together the “Transactions”) is expected to occur in the first calendar
quarter of 2013. The Transactions are not subject to shareholder approval.
Management and Governance
Following the closing of the Transactions, SUPERVALU will be headed by grocery
retail veteran Sam Duncan, as President and Chief Executive Officer, replacing
current President, Chief Executive Officer and Chairman, Wayne Sales. In
addition, effective upon the closing of the transactions, five current
SUPERVALU directors will resign. Immediately following the closing of the
transactions, the size of the Board will be reduced to seven members from the
current ten members. This seven member Board will consist of five current
SUPERVALU directors and two Board members designated by Symphony Investors,
one of whom is Robert Miller, current President and CEO of Albertson's LLC,
who will serve as non-executive Chairman of the Board. Following the
completion of a search process, the Board will be increased to a size of
eleven directors, with the four new directors to consist of (i) Sam Duncan,
(ii) an additional director appointed by Symphony Investors, and (iii) two
additional independent Board members to be selected by the initial seven
directors.
The New SUPERVALU
Following the Sale, SUPERVALU will consist of the Independent Business, a
leading food wholesaler which serves 1,950 stores across the country;
Save-A-Lot, the largest hard discount grocery chain in the United States, with
approximately 1,300 stores; and SUPERVALU's leading regional retail food
banners Cub, Farm Fresh, Shoppers, Shop ‘n Save and Hornbacher's. As such,
SUPERVALU is expected to generate annual revenues in excess of $17 billion.
Key elements of SUPERVALU's go-forward business plan include continued focus
on right-sizing operations and maximizing efficiencies across the Company.
SUPERVALU and AB Acquisition also will enter into a Transition Services
Agreement pursuant to which the parties will provide each other with various
services.
Financing
In connection with the Transactions, SUPERVALU has negotiated a new and fully
underwritten $900 million asset based revolving credit facility led by Wells
Fargo and a $1.5 billion term loan secured by a portion of the Company's real
estate and an equity pledge of Moran Foods, LLC (the parent entity of the
Save-A-Lot business) led by Goldman Sachs Bank USA, Credit Suisse, Morgan
Stanley, Bank of America Merrill Lynch and Barclays. The proceeds of these
financings will be used to replace the existing $1.65 billion asset-based
revolving credit facility, the existing $846 million term loan, and to call
and refinance $490 million of 7.5 percent bonds scheduled to mature in
November 2014.
Successful Culmination of Strategic Review Process; Ongoing SUPERVALU
Operations Better Positioned for Future
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