UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section
14(a) of the
Securities Exchange Act of 1934
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Filed by a Party other than the Registrant ☒
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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SUPERVALU INC.
(Name of Registrant as Specified In
Its Charter)
Blackwells Capital LLC
Jason Aintabi
Steven H. Baer
R. Chris Kreidler
Frank Lazaran
James J. Martell
Sandra E. Taylor
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
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Blackwells Capital
LLC, together with the other participants named herein (collectively, “Blackwells”), intends to file a preliminary
proxy statement and accompanying proxy card with the Securities and Exchange Commission to be used to solicit votes for the election
of its slate of highly-qualified director nominees at the 2018 annual meeting of stockholders (the “2018 Annual Meeting”)
of SuperValu Inc., a Delaware corporation, and for the approval of a business proposal to be presented at the 2018 Annual Meeting.
On March
22, 2018, Blackwells issued the following press release:
Blackwells Nominates Highly-Qualified, Independent
Slate for Supervalu Board of Directors
Supervalu has experienced unprecedented destruction
of shareholder value
during the tenure of each and every current
director
Company needs focused and experienced leadership,
not a “grab bag” of unrelated skills and experience
Blackwells Independent Nominees bring extensive
leadership, strategic and operational experience
in retail and wholesale grocery
NEW YORK—March 22, 2018 –
Blackwells Capital
LLC (together with its affiliates, “Blackwells Capital” or “Blackwells”), an alternative investment management
firm with ownership representing an approximately 4.9% interest in Supervalu Inc. (NYSE: SVU) (“Supervalu” or the “Company”),
today announced it has nominated six highly-qualified, independent candidates for election to Supervalu’s Board of Directors
(the “Board”) at the upcoming 2018 Annual Meeting of Shareholders. Blackwells submitted its nominations to the Company
on March 20, 2018. Blackwells submitted a broad slate of independent nominees given the significant destruction of shareholder
value during the tenure of each current director. Importantly, none of the independent nominees offered by Blackwells has any connection
or relationship to Blackwells itself; if elected, the nominees will exercise their strong business judgment independent of any
influence from Blackwells.
In multiple meetings, letters and presentations to Supervalu management
and Board members over the past six months (available at www.savesupervalu.com), Blackwells has communicated shareholders’
frustration with the Company’s results and the need for real change in its approach to operations, strategy and governance
in order to turn around the Company’s pronounced underperformance and unlock shareholder value.
Further, based on extensive research and due diligence, Blackwells
has detailed specific opportunities to create value for Supervalu shareholders, including:
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Multiple strategic initiatives to drive growth and margins, and reduce Supervalu’s significant valuation discount;
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A sale-leaseback of Supervalu’s wholesale distribution center real estate to reduce net leverage and significantly boost
share price;
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A sale or spin-off of the retail segment, transforming Supervalu into a pure-play wholesale business, which would be accretive
to EPS and improve valuation multiples; and
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A sale or merger of Supervalu’s strategically attractive wholesale business to or with one of multiple potential competitors.
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Jason Aintabi, Managing Partner at Blackwells Capital, said, “We
continue to believe substantial value exists in Supervalu’s assets, people and business relationships. But, the time has
long passed for incrementalism. To unlock value for shareholders, the Company must change fundamentally, and change must begin
at the Board level. We believe a different, and more cohesive and experienced, group of directors are needed to effectuate real
change at Supervalu. We are delighted that so many experienced professionals have offered to assist the Company and its long-suffering
shareholders.
“Supervalu’s Board has overseen the worst performance
in its peer group over the past three, five and ten years. Only when facing pressure from shareholders has the company displayed
any sense of urgency and its actions have been underwhelming to say the least. The current directors have almost no economic alignment
with shareholders and little experience relevant to Supervalu or its challenges. Indeed, while the Company highlights a portion
of our ownership as being out of the money options, it fails to acknowledge that these options were in the money until the actions
of the management team and Board so deleteriously affected the share price. The only result that the incumbents have delivered
is an increasingly disastrous record of value destruction.
“For the benefit of all shareholders, we have nominated an
extraordinarily talented slate of directors to the Supervalu Board. They are independent leaders in the retail and wholesale food
industry, as well as in logistics and sustainability. Although Blackwells has conducted extensive diligence on each of them, Blackwells
has no prior relationship with these professionals. The nominees will work for all shareholders, bringing decades of relevant experience,
which the Board desperately needs. Most importantly, these nominees are committed to review and reset Supervalu’s failing
strategy. Make no mistake: these nominees, if elected, will urgently pursue opportunities to create value on behalf of all shareholders.”
Blackwells’ nominees to the Supervalu Board include:
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Richard A. Anicetti
, a 38-year veteran of the retail food industry who has spent nearly a third of his career serving
as a Chief Executive Officer, including of The Fresh Market, a specialty grocery retailer (formerly NASDAQ: TFM); and of Food Lion,
a grocery store company operating more than 1,100 supermarkets.
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Steven H. Baer
, an executive with over 40 years’ executive leadership experience and business turnaround expertise,
including as a partner of High Ridge Partners, a private turnaround, restructuring and financial consulting firm; as President
and Chief Executive Officer of Koenig & Strey Financial Services, a residential mortgage banking company; as Senior Vice President
and Group Head of Asset Based Lending, Loan Workout and Commercial Real Estate at JPMorgan Chase Bank (NYSE: JPM); and as a director
of FirstMerit Corporation (NASDAQ: FMER), a diversified financial services company.
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Robert “Chris” Kreidler
, an experienced C-level executive with some of the largest foodservice and food
distribution companies, including as Chief Financial Officer and Executive Vice President of Sysco Corp. (NYSE: SYY), a global
foodservice leader; and as Executive Vice President, Chief Financial Officer and Chief Customer Officer of C&S Wholesale Grocers,
Inc., one of the largest wholesale grocery supply companies in the U.S.
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Frank Lazaran
, a veteran of the food industry, with over 40 years of experience including as Chairman, Chief Executive
Officer and President of Marsh Supermarkets, a multi-format regional food retailer; and as Chief Executive Officer, President and
a member of the Board of Directors of Winn-Dixie Stores, Inc., a publicly traded company and one of the largest supermarket chains
in the Southeast, at the time.
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James J. Martell
, an accomplished public company director with deep experience in logistics and transportation,
including as a Director of Mobile Mini Inc. (NASDAQ: MINI), the world's leading provider of portable storage solutions; as Director
and Chairman of the Board of XPO Logistics, Inc. (NYSE: XPO), a public company engaged in the ground and air freight business;
as well as earlier management experience at FedEx (NYSE: FDX) and UPS (NYSE: UPS).
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Sandra E. Taylor
, a pioneer in corporate social responsibility, with experience as President and Chief Executive Officer
of Sustainable Business International LLC, an independent consultancy which specializes in social responsibility for global businesses;
as Senior Vice President of Corporate Social Responsibility for Starbucks Corporation (NASDAQ: SBUX), the international coffee
company and coffeehouse chain; and as Vice President and Director of Public Affairs for Eastman Kodak Company (NYSE: KODK).
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About Blackwells Capital
Blackwells Capital is an alternative investment manager dedicated
to global fundamental and special situation investing across capital structures. Founded in 2016 by Jason Aintabi, its Managing
Partner, Blackwells’ investment approach is research-intensive, value-oriented and concentrated.
Blackwells Capital LLC ("Blackwells
Capital"), together with the other participants named herein (collectively, "Blackwells"), intends to file a preliminary
proxy statement and an accompanying proxy card with the Securities and Exchange Commission ("SEC") to be used to solicit
votes for the election of its slate of director nominees at the 2018 annual meeting of stockholders of SuperValu Inc., a Delaware
corporation (the "Company").
BLACKWELLS STRONGLY ADVISES ALL STOCKHOLDERS
OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN
ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE,
UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR.
The participants in the proxy solicitation
are Blackwells Capital, Jason Aintabi, Richard A. Anicetti, Steven H. Baer, R. Chris Kreidler, Frank Lazaran, James J. Martell
and Sandra E. Taylor (collectively, the "Participants").
As of the date hereof, Blackwells beneficially
owns 1,806,408 shares of common stock, $0.01 par value (the "Common Stock") of the Company, including 1,066,400 shares
underlying call options exercisable within sixty (60) days of the date hereof. As of the date hereof, Mr. Aintabi beneficially
owns 80,000 shares of Common Stock, including 10,000 shares underlying call options exercisable within sixty (60) days of the date
hereof. Mr. Aintabi, as the managing partner of Blackwells Capital, may be deemed the beneficial owner of the 1,806,408 shares
of Common Stock beneficially owned directly by Blackwells Capital. As of the date hereof, none of Messrs. Anicetti, Baer, Kreidler,
Lazaran, Martell or Ms. Taylor own any shares of Common Stock.
Contacts
Gagnier Communications
Dan Gagnier / Jeffrey Mathews / Patrick Reynolds
646-569-5897
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