Albertsons Companies Announces Interim Results of the Safeway Inc. and New Albertsons L.P. Tender Offers and the Extension of the Early Tender Date and the Expiration Date

 

BOISE, Idaho, May 20, 2019 – Albertsons Companies, Inc. (the "Company" or "Albertsons") today announced the interim tender results for the previously announced tender offers (each offer a "Tender Offer" and collectively, the "Tender Offers") by its wholly-owned subsidiaries Safeway Inc. ("Safeway") and New Albertsons L.P. ("NALP" and, together with Safeway, the "Offerors"), to purchase for cash the debt securities listed in the table below (collectively, the "Securities" and each a "series"). 

Issuer Title
of Security


CUSIP Number


Principal Amount Outstanding





Early Tender Payment (1)(2)






Total Consideration (1)(2)(3)






Principal Amount Tendered




Maximum Tender Amount




Safeway  



7.250%
Debentures due 2031



786514BA6



$289,119,000



$30.00



$953.75



$18,779,000

$30,000,000


Safeway



7.450%
Senior Debentures due 2027



786514AS8



$127,193,000



$30.00



$966.25



$6,219,000

$15,000,000
NALP

6.625%
Medium-Term Notes due 2028



01310QDB8



$117,572,000



$30.00



$875.00



$60,939,000

$15,000,000


NALP



7.450%
Senior Debentures due 2029



013104AF1



$542,561,000



$30.00



$957.50



$179,586,000

$60,000,000


NALP



7.750%
Debentures due 2026



013104AC8



$157,696,000



$30.00



$957.50



$5,401,000

$20,000,000


NALP



8.000%
Senior Debentures due 2031



013104AL8



$384,990,000



$30.00



$961.25



$78,940,000

$40,000,000


NALP



8.700%
Senior Debentures due 2030



013104AH7



$197,751,000



$30.00



$1,000.00



$40,407,000

$20,000,000


(1)           As defined below.

(2)           Per $1,000 principal amount.

(3)           Inclusive of the Early Tender Payment. Accrued and unpaid interest up to, but not including, the New Early Settlement Date (as defined below) will be paid in addition to the Total Consideration.  

 

The early tender date for the Tender Offers has been extended to 5:00 p.m., New York City time, on May 22, 2019 (the "New Early Tender Date").  The expiration date for the Tender Offers has also been extended to 11:59 p.m., New
York City time, on June 6, 2019 (the "New Expiration Date").  The withdrawal date (May 17, 2019) for the Tender Offers has now passed and will not be extended. Securities validly tendered pursuant to the Tender Offers may no longer be withdrawn, and any Securities previously tendered and to be tendered prior to the New Early Tender Date or the New Expiration Date may not be withdrawn. The early settlement date on which the Offerors will make payment for Securities accepted in the Tender Offers is expected to be May 24, 2019 (the "New Early Settlement Date").

The TenderOffers consist of offers to purchase for cash up to an aggregate principal amount of the Securities listed in the table above that will not result in an aggregate amount that all holders of any such series of Securities are entitled to receive for their Securities of such series that are validly tendered and accepted for purchase in such Tender Offer exceeding the applicable maximum tender amount set forth in the table below under the heading "Maximum Tender
Amount" (the "Maximum Tender Amount"). The Maximum Tender Amount excludes accrued and unpaid interest. On the New Early Settlement Date, if the Maximum Tender Amount for a particular series is insufficient to purchase all
validly tendered Securities of such particular series of Securities, the amount of Securities of that series, as applicable, will be prorated. Subject to applicable law, the Offerors reserve the right, but are under no obligation, to increase the Maximum Tender Amount in respect of one or more Tender Offers at any time.

Holders of Securities who validly tender their Securities at or prior to the New Early Tender Date are eligible to receive the applicable consideration set forth in the table above under the heading "Total Consideration" (the "Total Consideration") for any such Securities accepted for purchase. Holders will also receive accrued and unpaid interest on Securities validly tendered and accepted for purchase from the last interest payment date up to, but not including, the New Early Settlement Date in respect of the Securities tendered at or prior to the New Early Tender Date and accepted for purchase. Holders of Securities who validly tender their Securities after the New Early Tender Date but at or prior to the New Expiration Date will be eligible to receive only an amount equal to the Total Consideration minus the amounts set forth in the table above under the heading "Early Tender Payment" (the "Early Tender Payment").

The Offerors are making the Tender Offers only by, and pursuant to, the terms and conditions set forth in the offer to purchase, dated May 6, 2019 (as it may be further amended or supplemented from time to time, the "Tender Offer
Document"). Other than the changes described herein, all other terms of the Tender Offers, as previously announced, remain unchanged. For the avoidance of doubt, Safeway is conducting the Tender Offers solely with respect to the
Securities issued by Safeway and NALP is conducting the Tender Offers solely with respect to the Securities issued by NALP. 


The table above sets forth the aggregate principal amount of Securities of each series validly tendered and not validly withdrawn by the previously announced early tender date and time of 5:00 p.m., New York City time, on May 17, 2019, according to information provided by Global Bondholder Services Corporation, the depositary and information agent for the Tender Offers.

Information Relating to the Tender Offers

BofA Merrill Lynch is the dealer manager for the Tender Offers. Holders with questions regarding the Tender Offers may contact BofA Merrill Lynch at (888) 292-0070 (toll-free) or (980) 388-4813 (collect). Global Bondholder Services Corporation is the tender and information agent for the Tender Offers and can be contacted at (866) 470-3900 (toll-free) or (212) 430-3774 (collect). TheTender Offer Document may be obtained by visiting http://www.gbsc-usa.com/albertsonscompanies or by contacting Global Bondholder Services Corporation.

None of the Offerors, the Company or their affiliates, their respective boards of directors, the dealer managers, the tender and information agent or the trustee with respect to any Securities is making any recommendation as to whether holders should tender any Securities in response to any of the Tender Offers, and neither the Offerors, the Company nor any such other person has authorized any person to make any such recommendation. Holders must make their own
decision as to whether to tender any of their Securities, and, if so, the principal amount of Securities to tender.

This press release is for informational purposes only and is not an offer to buy, or the solicitation of an offer to sell, any of the Securities and the Tender Offers do not constitute offers to buy or the solicitation of offers to sell Securities
in any jurisdiction or in any circumstances in which such offers or solicitations are unlawful. The full details of the Tender Offers, including complete instructions on how to tender Securities, are included in the Tender Offer Document. Holders are strongly encouraged to read carefully the Tender Offer Document, including materials incorporated by reference therein, because they will contain important information.

The statements of intent herein shall not constitute a notice of redemption under the applicable indenture. Any such notice, if made, will only be made in accordance with the provisions of the applicable indenture.

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 2018 alone, along with the Albertsons Companies Foundation, the Company gave over $262 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 release may include forward-looking statements within the meaning of the federal securities laws. Forward-looking statements contain information about future operating or financial performance. Forward-looking statements are based on the Company’s current expectations and assumptions about market conditions and its future operating performance which we believe to be reasonable at this time. The words "expect," "believe," "estimate," "intend," "plan" and similar expressions indicate forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to various risks and uncertainties, as well as assumptions (including assumptions about general economic, market, industry and operational factors), known or unknown, which could cause the actual results to vary materially from those indicated or anticipated. A further list and description of risks and uncertainties can be found in the Company’s Annual Report on Form 10-K for the fiscal year ended February 23, 2019 filed with the Securities and Exchange Commission (the "SEC") and other documents that the Company may file or furnish with the SEC, which you are encouraged to read. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements relate only to the date they were made, and the Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made except as required by law or applicable regulation. 

 

Contact

Melissa Plaisance

Albertsons Companies

925-226-5115

melissa.plaisance@albertsons.com