The Offer is being made pursuant to an Offer to Purchase dated April 30, 2009 (the “Offer to Purchase”) and a related Letter of Transmittal, which more fully set forth the terms and conditions of the Offer. The Offer is conditioned upon, among other things, the completion of the offering of at least $500 million of senior notes of SUPERVALU (the “Note Offering”), which was also announced today, on terms and conditions reasonably satisfactory to SUPERVALU on or before 12:01 a.m., New York City time, on May14,2009.
The Offer will expire at 8:00 a.m., New York City time, on May29,2009 (the “Expiration Time”), unless extended or earlier terminated by SUPERVALU. There is currently outstanding: (i)$350 million aggregate principal amount of SUPERVALU 2009 Notes, (ii)$350 million aggregate principal amount of Albertson’s 2009 Notes and (iii)$275 million aggregate principal amount of Albertson’s 2010 Notes. The purpose of the Offer, together with the Note Offering announced today, is to provide SUPERVALU with financial flexibility through the refinancing of a portion of SUPERVALU’s consolidated senior indebtedness.
Subject to the terms and conditions contained in the Offer to Purchase and the related Letter of Transmittal:
In addition to the consideration described above, holders of Notes validly tendered and accepted for purchase will receive accrued and unpaid interest on the Notes from the last interest payment date for the notes to, but not including, the applicable settlement date for the Notes.
Tendered Notes may be withdrawn at any time prior to the Early Tender Time. The SUPERVALU 2009 Notes and Albertson’s 2009 Notes have an acceptance priority level of “1”, while the Albertson’s 2010 Notes have an acceptance priority level of “2”. The aggregate principal amount of outstanding SUPERVALU 2009 Notes and Albertson’s 2009 Notes is equal to the Cap, and therefore Notes of these series will not be subject to proration in the Offer. However, in the event that Notes in an aggregate principal amount in excess of the Cap are validly tendered pursuant to the Offer, SUPERVALU will accept tenders of Albertson’s 2010 Notes on a pro-rata basis, in multiples of $1,000. SUPERVALU may elect, in its sole discretion, to increase or modify the Cap, subject to applicable law.
SUPERVALU intends to use proceeds from the Note Offering to pay all or a portion of the purchase price of the Notes tendered in the Offer. To the extent that there are net proceeds remaining from the Note Offering, or in the event that the Offer is not consummated, SUPERVALU intends to use such proceeds for general corporate purposes, including the repayment of debt, whether at maturity, through open market purchases, privately negotiated transactions or otherwise.
The Offer is conditioned on the satisfaction of certain conditions, including the completion of the Note Offering, which are set forth in the Offer to Purchase. Notwithstanding any other provision of the Offer, SUPERVALU will not be required to accept any Notes for purchase, and may terminate, extend or amend the Offer, and may postpone the acceptance of Notes tendered to the Offer if, on or prior to the Expiration Time or the Early Tender Time, as the case may be, any of the conditions to the Offer, including the completion of the Note Offering, have not been satisfied or waived by SUPERVALU.
Holders are urged to read the Offer to Purchase and the related Letter of Transmittal carefully before making any decision with respect to the Offer.
The Dealer Managers for the Offer are Credit Suisse, Banc of America Securities LLC, Citigroup Global Markets Inc. and RBS Securities Inc. SUPERVALU has retained Innisfree MandA Incorporated to serve as the information agent for the Offer, and has retained U.S. Bank Trust National Association to act as tender agent for the Offer.
Requests for documents may be directed to Innisfree MandA Incorporated by telephone at (888) 750-5834 or (212) 750-5833. Questions regarding the tendering of Notes may be addressed to U.S. Bank National Association at (800) 934-6802 (toll-free). Questions regarding the Offer may be directed to Credit Suisse Securities (USA) LLC at (212) 325-4951 (collect), Banc of America Securities LLC at (888) 292-0070 (toll-free) or (980) 388-9217 (collect), Citigroup Global Markets Inc. at (800) 558-3745 (toll-free), or RBS Securities Inc. at (877) 297-9832 (toll-free) or (203) 618-6145 (collect). The Offer to Purchase and related Letter of Transmittal are expected to be distributed to holders beginning today. Copies of the Offer to Purchase and the Letter of Transmittal related to the Offer may also be obtained at no charge from the information agent.
This press release distribution is neither an offer to purchase nor a solicitation of an offer to sell the Notes or any other securities, and is qualified by reference to the Offer to Purchase. The Offer is made only by and pursuant to the terms of the Offer to Purchase and the related Letter of Transmittal. The Offer is not being made to (nor will the surrender of Notes for purchase be accepted from) or on behalf of holders of Notes in any jurisdiction in which the making or acceptance of the Offer would not be in compliance with the laws of such jurisdiction. In any jurisdiction in which the securities or “blue sky” laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of SUPERVALU by the Dealer Managers, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction. None of SUPERVALU, New Albertson’s (or their respective boards of directors), the Dealer Managers, the tender agent or the information agent makes any recommendation as to whether holders should tender their Notes pursuant to the Offer.
About SUPERVALU INC.
SUPERVALU INC. is one of the largest companies in the U.S. grocery channel with estimated annual sales of $43 billion. SUPERVALU holds leading market share positions across the United States with its approximately 2,500 retail grocery locations, including nearly 900 in-store pharmacies. Through the company’s nationwide supply chain network, SUPERVALU provides distribution and related logistics support services to more than 2,500 independent retailers across the country. SUPERVALU has approximately 180,000 employees.