8-K
Albertsons Companies, Inc. (ACI)
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):
December 2, 2020
Albertsons Companies, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-39350 | 47-4376911 |
|---|---|---|
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
250 Parkcenter Blvd.
Boise, Idaho 83706
(Address of principal executive office and zip code)
(208) 395-6200
(Registrant’s telephone number, including area code)
Not Applicable
(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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | | --- | --- || ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | | --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | |||
|---|---|---|---|---|---|
| Class A common stock, $0.01 par value | ACI | New York Stock Exchange | 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 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | ||
| --- | --- | ||||
| Emerging growth company | ☐ | ||||
| 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. | ☐ | ||||
| Item 8.01 | Other Events. | ||||
| --- | --- |
On December 2, 2020, Albertsons Companies, Inc. (the "Company") issued a press release announcing the proposed offering by the Company, Albertson's LLC, Safeway Inc. and New Albertsons L.P. of additional Senior Notes due 2029 (the "Additional Notes"). The Additional Notes will be issued under the same indenture as those issued by the Company on August 31, 2020. The Additional Notes will be issued 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 December 2, 2020, the Company issued a separate press release announcing the pricing of its upsized private offering of $600 million aggregate principal amount of the Additional Notes. The Company intends to use the net proceeds from the offering, together with approximately $230 million of cash on hand, to (i) fund a partial redemption of $800 million aggregate principal amount of its outstanding 5.750% senior notes due 2025 (the "Redemption") and (ii) pay fees and expenses related to the Redemption and the issuance of the Additional Notes. The Redemption is conditioned upon the successful completion of the offering of the Additional Notes. The Company expects the Redemption to occur on or about January 4, 2021. 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.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits. The following exhibits are being filed herewith:
| 99.1 | Press Release datedDecember 2, 2020 |
|---|---|
| 99.2 | Press Release datedDecember2, 2020 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Albertsons Companies, Inc. | ||
|---|---|---|
| (Registrant) | ||
| December 2, 2020 | By: | /s/ Juliette W. Pryor |
| Name: | Juliette W. Pryor | |
| Title: | Executive Vice President, General Counsel and Secretary |
Document
Media Contact:
Melissa Plaisance
melissa.plaisance@albertsons.com |925-226-5115
Albertsons Companies, Inc. Announces Proposed
Senior Notes Offering
December 2, 2020 - Boise, ID - Albertsons Companies, Inc. (NYSE: ACI) (the "Company") today announced its intention to offer $500 million in aggregate principal amount of additional 3.500% Senior Notes due 2029 (the "Additional Notes"). The Additional Notes will be issued under the same indenture as those issued by the Company on August 31, 2020. The Company and its subsidiaries, Safeway Inc., New Albertsons L.P. and Albertson's LLC, will be co-issuers of the Additional Notes.
The Company intends to use the net proceeds from the offering, together with approximately $224 million of cash on hand, to (i) fund a partial redemption (the "Redemption") of $700 million in aggregate principal amount of its outstanding 5.750% Senior Notes due 2025 (the "Existing 2025 Notes") and (ii) pay fees and expenses related to the Redemption and the issuance of the Additional Notes.
Pursuant to the terms of the indenture governing the Existing 2025 Notes, the Company will issue a conditional notice of redemption to redeem the outstanding Existing 2025 Notes. The Redemption will be conditional upon successful completion of the offering of the Additional Notes.
The Additional 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 Additional 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 Additional 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 is a leading food and drug retailer in the United States. As of September 12, 2020, the Company operated 2,252 retail food and drug stores with 1,725 pharmacies, 398 associated fuel centers, 22 dedicated distribution centers and 20 manufacturing facilities. The Company 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. The Company is committed to helping people across the country live better lives by making a meaningful difference, neighborhood by neighborhood. In 2019 alone, along with the Albertsons Companies Foundation, the Company gave $225 million in food and financial support. In 2020, the Company made a $53 million commitment to community hunger relief efforts and a $5 million commitment to organizations supporting social justice. These efforts have helped millions of people in the areas of hunger relief, education, cancer research and treatment, social justice and 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 Additional Notes, the intended use of proceeds thereof, other pending transactions, and other future events. These risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements include those related to the COVID-19 pandemic, about which there are still many unknowns, including the duration of the pandemic and the extent of its impact. 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 our Annual Report on Form 10-K for the fiscal year ended February 29, 2020, as amended, and our Quarterly Reports on Form 10-Q for the quarterly periods ended June 20, 2020 and September 12, 2020, 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.
Document
Media Contact:
Melissa Plaisance
melissa.plaisance@albertsons.com |925-226-5115
Albertsons Companies, Inc. Announces Pricing of Its
Senior Notes Offering
December 2, 2020 - Boise, ID - Albertsons Companies, Inc. (NYSE: ACI) (the "Company") today announced the pricing of its upsized private offering of $600 million in aggregate principal amount of additional 3.500% Senior Notes due 2029, issued at 99% of the principal amount (the "Additional Notes"). The Additional Notes will be issued under the same indenture as those issued by the Company on August 31, 2020. The Company and its subsidiaries, Safeway Inc., New Albertsons L.P. and Albertson's LLC, will be co-issuers of the Additional Notes. The offering is expected to close on or about December 22, 2020, subject to customary closing conditions.
The Company intends to use the net proceeds from the offering, together with approximately $230 million of cash on hand, to (i) fund a partial redemption of $800 million in aggregate principal amount of its outstanding 5.750% senior notes due 2025 (the "Redemption") and (ii) pay fees and expenses related to the Redemption and the issuance of the Additional Notes.
The Redemption is conditioned upon successful completion of the offering of the Additional Notes. The Company expects the Redemption to occur on or about January 4, 2021. The Redemption will be consummated on the terms and conditions of the indenture governing such notes. The Company will issue a conditional notice in connection with the Redemption and this press release shall not constitute a notice of redemption under the applicable indenture.
The Additional 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 Additional 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 Additional 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 is a leading food and drug retailer in the United States. As of September 12, 2020, the Company operated 2,252 retail food and drug stores with 1,725 pharmacies, 398 associated fuel centers, 22 dedicated distribution centers and 20 manufacturing facilities. The Company 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. The Company is committed to helping people across the country live better lives by making a meaningful difference, neighborhood by neighborhood. In 2019 alone, along with the Albertsons Companies Foundation, the Company gave $225 million in food and financial support. In 2020, the Company made a $53 million commitment to community hunger relief efforts and a $5 million commitment to organizations supporting social justice. These efforts have helped millions of people in the areas of hunger relief, education, cancer research and treatment, social justice and 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 Additional 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. These risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements include those related to the COVID-19 pandemic, about which there are still many unknowns, including the duration of the pandemic and the extent of its impact. 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 our Annual Report on Form 10-K for the fiscal year ended February 29, 2020, as amended, and our Quarterly Reports on Form 10-Q for the quarterly periods ended June 20, 2020 and September 12, 2020, 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.